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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
October 5, 2021

 

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

DELAWARE 001-40867 84-4882689
(State or Other Jurisdiction of Incorporation or Organization) (Commission File No.) (I.R.S. Employer Identification No.)

 

2590 Oakmont Drive, Suite 520

Round Rock, TX 78665

(Address of principal executive offices and zip
code)

 

(512) 400-4271

(Registrant’s telephone number, including
area code)

(Former name or former address, if changed from
last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-14(c)).

 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b)
of the Act:

Title of each class Trading Symbol (s) Name of each exchange on which registered
Common Stock, par value $0.00001 per share VLCN The NASDAQ Stock Market LLC

 

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On October 5, 2021, Volcon, Inc. (the “Company”) priced
the initial public offering (“IPO”) of its common stock, $0.00001 par value per share (the “Common Stock”), at
an offering price of $5.50 per share (the “IPO Price”), pursuant to the Company’s registration statement on Form S-1
(File No. 333-259468), as amended (the “Registration Statement”). On October 5, 2021, in connection with the pricing of the
IPO, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Aegis Capital Corp., as representative
of the underwriter listed on Schedule I thereto (the “Underwriter”), pursuant to which the Company agreed to offer and sell
3,025,000 shares of its Common Stock at the IPO Price. The Underwriters were granted a 45-day option to purchase up to an additional 226,875
shares of Common Stock from the Company. The offering closed and the shares were delivered on October 8, 2021 (the “Closing Date”).

 

The Company made certain customary representations, warranties and
covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities
under the Securities Act of 1933, as amended.

 

This description of the Underwriting Agreement is qualified in its
entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is hereby incorporated by reference
into this Item 1.01.

 

Item 3.03. Material Modifications to Rights
of Security Holders.

 

The description in Item 5.03 below of the Amended
and Restated Certificate of Incorporation is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

 

On October 8, 2021, the Company filed an Amended and Restated Certificate
of Incorporation (the “Restated Certificate”), with the Secretary of State of the State of Delaware in connection with the
closing of the Company’s IPO. The Company’s board of directors and stockholders previously approved the Restated Certificate
to be effective upon the closing of the IPO. The Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits

 

Exhibit No. Description of Exhibit

 

1.1 Underwriting Agreement, dated as of October
5, 2021, by and among Volcon, Inc. and Aegis Capital Corp., as representative for the underwriter named therein.

 

3.1 Amended and Restated Certificate of Incorporation of Volcon, Inc., dated October 8, 2021.

 

 

 

 

 

 

 

 

SIGNATURE

 

Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

 

 

  Volcon Inc.
   
  By:  /s/ Greg Endo
    Greg Endo
Chief Financial Officer

 

Dated:  October
8, 2021

 

Exhibit 1.1

 

Underwriting
Agreement

 

October 5, 2021

 

Aegis Capital Corp.
As Representative of the several Underwriters
named in Schedule I hereto
c/o Aegis Capital Corp.
810 7th Avenue,
18th Floor
New York, NY 10019

 

Ladies and Gentlemen:

 

Volcon, Inc., a Delaware corporation (the “Company”),
agrees, subject to the terms and conditions in this agreement (this “Agreement”), to issue and sell to the several
underwriters listed in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 3,025,000 shares
of common stock (the “ Firm Shares”), par value $0.00001 per share, of the Company (the “Common
Stock”
). At the option of the Underwriters, the Company agrees, subject to the terms and conditions herein, to issue and
sell up to an aggregate of 226,875 additional shares of Common Stock representing seven and one-half percent (7.5%) of the Firm Shares
sold in the offering (the “Option Shares”). The Firm Shares and the Option Shares are herein referred to collectively
as the “Shares”. The respective number of Shares to be purchased by each Underwriter is set forth opposite its
name in Schedule I hereto. Aegis Capital Corp. has agreed to act as the representative (the “Representative”)
of the several Underwriters in connection with the offering and sale of the Shares.

 

Definitions

 

“Affiliate” has the meaning set forth in
Rule 405 under the Securities Act.

 

“Applicable Time” means 8:00 p.m. ET on the
date hereof.

 

“Bona Fide Electronic Road Show” means a
“bona fide electronic road show” (as defined in Rule 433(h)(5) under the Securities Act) that the Company has made available
without restriction by “graphic means” (as defined in Rule 405 under the Securities Act) to any person.

 

“Business day” means a day on which the Nasdaq
is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed.

 

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

 

“Emerging Growth Company means an
“emerging growth company” (as defined in Section 2(a) of the Securities Act).

 

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

 

“Final Prospectus” means the prospectus in
the form first filed with the Commission pursuant to and within the time limits described in Rule 424(b) under the Securities Act.

 

“Free Writing Prospectus” has the meaning
set forth in Rule 405 under the Securities Act.

 

“Investment Company Act” means the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

 

 

 

 

 

“Issuer Free Writing Prospectus” means an
“issuer free writing prospectus” (as defined in Rule 433(h)(1) under the Securities Act).

 

“Preliminary Prospectus” means any preliminary
prospectus included in the Registration Statement prior to the time at which the Commission declared the Registration Statement effective.

 

“Pricing Disclosure Package” means the Pricing
Prospectus collectively with the documents and pricing information set forth in Schedule II hereto.

 

“Pricing Prospectus” means the Preliminary
Prospectus included in the Registration Statement at the time at which the Commission declared the Registration Statement effective.

 

“Prospectus Delivery Period” means such period
of time after the first date of the public offering of the Shares as in the opinion of counsel for the Underwriters a prospectus relating
to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection
with sales of the Shares by any Underwriter or dealer.

 

“Registration Statement” means (a) the registration
statement on Form S-1 (File No. 333-259468), including a prospectus, registering the offer and sale of the Shares under the Securities
Act as amended at the time the Commission declared it effective, including each of the exhibits, financial statements and schedules thereto,
(b) any Rule 430A Information, and (c) any Rule 462(b) Registration Statement.

 

“Rule 430A Information” means the information
deemed, pursuant to Rule 430A under the Securities Act, to be part of the Registration Statement at the time the Commission declared the
Registration Statement effective.

 

“Rule 462(b) Registration Statement” means
an abbreviated registration statement to register the offer and sale of additional shares of Common Stock pursuant to Rule 462(b) under
the Securities Act.

 

“Sarbanes-Oxley Act” means the Sarbanes-Oxley
Act of 2002, as amended, and the rules and regulations promulgated thereunder.

 

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

 

“Testing-the-Waters Communication” means
any oral or Written Communication with potential investors undertaken in reliance on Section 5(d) of under the Securities Act.

 

“Written Communication” has the meaning set
forth in Rule 405 under the Securities Act.

 

“Written Testing-the-Waters Communications”
means any Testing-the-Waters Communication that is a Written Communication.

 

1.                 
Representations and Warranties of the Company
.

 

The Company hereby represents and warrants
to, and agrees with, each Underwriter that:

 

(a)                
Registration Statement.

 

(i)                 
The Company has prepared and filed the Registration Statement with the Commission under the Securities Act. The Commission has
declared the Registration Statement effective under the Securities Act and the Company has not as of the date of this Agreement filed
a post-effective amendment to the Registration Statement. The Commission has not issued any order suspending the effectiveness of the
Registration Statement or any order preventing or suspending the use of the Registration Statement, the Final Prospectus, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication, and no proceedings for such purpose or pursuant
to Section 8A of the Securities Act have been initiated, are pending before or, to the Company’s knowledge, threatened by the Commission.

 

 

 

 

 

(ii)               
The Registration Statement, at the time it became effective, did not contain, and any post-effective amendment thereto, as of the
effective date of such amendment, will not contain, any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; provided that the Company makes no representation
or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter
furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement (including
any post-effective amendment thereto), the Pricing Disclosure Package, the Final Prospectus (including any amendments or supplements thereto),
any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication, it being understood and agreed
that the only such information furnished by any Underwriter consists of the information described in Section 8(c) hereof (collectively,
the “Underwriter Information”).

 

(iii)                 Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective and at the date hereof,
complied and will comply in all material respects with the Securities Act.

 

(b)               
Pricing Disclosure Package. The Pricing Disclosure Package, as of the Applicable Time, did not, and as of the Closing Date
(as defined below) and as of any Additional Closing Date (as defined below), as the case may be, will not, contain any untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that the Company makes no representation or warranty with respect to any statements
or omissions made in reliance upon and in conformity with the Underwriter Information.

 

(c)                
Final Prospectus.

 

(i)                 
Each of the Final Prospectus and any amendments or supplements thereto, as of its date, as of the time it is filed with the Commission
pursuant to Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, will
not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation
or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.

 

(ii)               
  
Each of the Final Prospectus and any amendments or supplements thereto, at the time it is filed with the Commission pursuant to
Rule 424(b) under the Securities Act, as of the Closing Date and as of any Additional Closing Date, as the case may be, will comply in
all material respects with the Securities Act.

 

(d)               
Preliminary Prospectuses.

 

(i)                 
Each Preliminary Prospectus, as of the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act,
if any, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation
or warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriter Information.

 

(ii)               
  
Each Preliminary Prospectus, at the time it was filed with the Commission pursuant to Rule 424(a) under the Securities Act, if
any, complied in all material respects with the Securities Act.

 

 

 

 

 

 

(e)                
Issuer Free Writing Prospectuses.

 

(i)                 
Each Issuer Free Writing Prospectus, when considered together with the Preliminary Prospectus accompanying, or delivered prior
to the delivery of, such Issuer Free Writing Prospectus, did not, as of the date of such Issuer Free Writing Prospectus, and will not,
as of the Closing Date and as of any Additional Closing Date, as the case may be, contain any untrue statement of a material fact or omit
to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided that the Company makes no representation or warranty with respect to any statements or omissions made
in reliance upon and in conformity with the Underwriter Information.

 

(ii)               
  
Each Issuer Free Writing Prospectus, at the time of filing with the Commission, complied or will comply in all material respects
with the Securities Act.

 

(iii)             
  The Company has filed, or will file, with the Commission, within the time period specified in Rule 433(d) under the Securities
Act, any Free Writing Prospectus it is required to file pursuant to Rule 433(d) under the Securities Act. The Company has made available
any Bona Fide Electronic Road Show used by it in compliance with Rule 433(d)(8)(ii) under the Securities Act such that no filing of any
“road show” (as defined in Rule 433(h) under the Securities Act) (“Road Show”) is required in connection
with the offering of the Shares.

 

(iv)              
Except for the Issuer Free Writing Prospectuses, if any, set forth in Schedule II hereto and electronic road shows, if any, each
furnished to the Representative before first use, the Company has not used, authorized the use of, referred to or participated in the
planning for use of, and will not, without the prior consent of the Representative, use, authorize the use of, refer to or participate
in the planning for use of, any Free Writing Prospectus.

 

(f)                 
Testing-the-Waters Communications.

 

(i)                 
The Company has not (x) alone engaged in any Testing-the-Waters Communication and (y) authorized anyone to engage in Testing-the-Waters
Communications.

 

(g)               
No Other Disclosure Materials. Other than the Registration Statement, the Pricing Disclosure Package, and the Final Prospectus,
the Company (including its agents and representatives, other than the Underwriters, as to which no representation or warranty is given)
has not, directly or indirectly, distributed, prepared, used, authorized, approved or referred to, and will not distribute, prepare, use,
authorize, approve or refer to, any offering material in connection with the offering and sale of the Shares.

 

(h)               
Ineligible Issuer. At the time of filing of the registration statement on Form S-1 (File No. 333-259468) registering the
offer and sale of the Shares submitted to the Commission on September 10, 2021 and any amendment thereto and at the date hereof, the Company
was not and is not an “ineligible issuer” (as defined in Rule 405 under the Securities Act).

 

(i)                 
Emerging Growth Company. From the time of the initial confidential submission of the registration statement relating to
the Shares to the Commission (or, if earlier, the first date on which the Company engaged directly or through any person authorized to
act on its behalf in any Testing-the-Waters Communication) through the date hereof, the Company has been and is an Emerging Growth Company.

 

(j)                 
Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform
its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this
Agreement and the Representative’s Warrant Agreement, and the consummation by it of the transactions contemplated hereby and thereby
has been duly and validly taken.

 

 

 

 

 

 

(k)                  Underwriting Agreement. This Agreement and the Representative’s Warrant Agreement have been duly authorized, executed
and delivered by the Company and each, assuming the due authorization, execution and delivery by the other parties hereto, constitutes
a valid and legally binding agreement of the Company, enforceable in accordance with its terms, except as (i) the enforcement hereof may
be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles (whether considered in a proceeding at law or in equity) relating
to enforceability and (ii) rights to indemnification and contribution hereunder may be limited by applicable law and public policy considerations.

 

(l)                 
No Material Adverse Change. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package
and the Final Prospectus (in each case exclusive of any amendment or supplement thereto), since the date of the most recent financial
statements included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus: (i) there has been no material
adverse change, or any development that could result in a material adverse change, in or affecting the condition (financial or otherwise),
earnings, business, properties, management, financial position, stockholders’ equity, or results of operations, whether or not arising
from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity; (ii) there has been
no change in the capital stock (other than (A) the issuance of shares of Common Stock upon the exercise or settlement (including any “net”
or “cashless” exercises or settlements) of stock options, restricted share units or warrants described as outstanding, (B)
the grant of options and awards under existing equity incentive plans, or (C) the repurchase of shares of Common Stock by the Company,
which were issued pursuant to the early exercise of stock options by option holders and are subject to repurchase by the Company, in each
case, as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus), or material change in the
short-term debt or long-term debt of the Company or any of its subsidiaries, considered as one entity; and (iii) the Company and its subsidiaries,
considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent (whether or not in the
ordinary course of business); nor entered into any transaction or agreement (whether or not in the ordinary course of business) that is
material to the Company and its subsidiaries, considered as one entity; and (iv) there has been no dividend or distribution of any kind
declared, set aside for payment, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries of the
Company, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of
any class of capital stock.

 

(m)                 Organization and Good Standing of the Company and its Subsidiaries. The Company and each of its subsidiaries have been duly
organized and are validly existing and in good standing under the laws of their respective jurisdictions of organization, are duly qualified
to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property or the conduct of
their respective businesses requires such qualification, and have all power and authority (corporate and other) necessary to own, lease
or hold their respective properties and to conduct the businesses in which they are engaged as described in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus, except where the failure to be in good standing, to be so qualified or to have
such power or authority could not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise),
earnings, business, properties, management, financial position, stockholders’ equity, or results of operations of the Company and
its subsidiaries, considered as one entity, or adversely affect the performance by the Company of its obligations under this Agreement
(a “Material Adverse Effect”).

 

(n)               
 
Capitalization. The capitalization of the Company is as set forth in the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus under the heading “Capitalization”. All of the outstanding shares of capital stock of the
Company have been duly authorized and validly issued and are fully paid and non-assessable. The Shares and the Representative’s
Securities have been duly authorized and, when issued and paid for as contemplated herein, will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares and the Representative’s
Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and
the Representative’s Securities has been duly and validly taken. When paid for and issued in accordance with the Representative’s
Warrant Agreement, the underlying shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not
be subject to personal liability by reason of being such holders; the underlying shares are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required
to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly taken.
None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal
or other similar rights to subscribe for or purchase securities of the Company. Except as disclosed in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, preemptive rights, rights
of first refusal or other rights to acquire, or instruments convertible into or exchangeable or exercisable for, any shares of capital
stock of, or other equity interest in, the Company or any of its subsidiaries. All of the outstanding shares of capital stock of, or other
equity interest in, each of the Company’s subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and
non-assessable (except as such non-assessability may be affected by Sections 18-303, 18-607 and 18-803 of the Delaware Limited Liability
Company Act) and (iii) are owned by the Company, directly or through the Company’s subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance, charge, claim or restriction on voting or transfer (collectively, “Liens”).

 

 

 

 

 

 

(o)               
 
Stock Plans. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based
compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), (i) each Stock Option intended
to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),
so qualifies, (ii) each grant of a Stock Option was duly authorized by all necessary corporate action, including, as applicable, approval
by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval
by the necessary number of votes or written consents, and the award agreement governing such grant (if any), to the Company’s knowledge,
was duly executed and delivered by each party thereto, (iii) each such grant was made in all material respects in accordance with the
terms of the Company Stock Plans, and (iv) each such grant was properly accounted for in accordance with generally accepted accounting
principles as applied in the United States (“GAAP”) in the financial statements (including the related notes)
of the Company.

 

(p)               
No Violation or Default. Neither the Company nor any of its subsidiaries is: (i) in violation of its charter, by-laws or
similar organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute
such a default, in the due performance or observance of any term, covenant, condition or other obligation contained in any indenture,
mortgage, deed of trust, loan agreement, contract, undertaking or other agreement or instrument to which the Company or any of its subsidiaries
is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company or any
of its subsidiaries is subject; or (iii) in violation of any law or statute applicable to the Company or any of its subsidiaries or any
judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority having jurisdiction over the Company
or any of its subsidiaries, or any of their respective properties or assets, except, in the case of clauses (ii) and (iii) above, for
any such default or violation that would not, individually or in the aggregate, have a Material Adverse Effect.

 

(q)                
No Conflicts. None of (i) the execution, delivery and performance of this Agreement by the Company, (ii) the issuance, sale
and delivery of the Firm Shares or the Option Shares, (iii) the application of the proceeds of the offering as described under “Use
of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (iv) the consummation of
the transactions contemplated herein will: (x) result in any violation of the terms or provisions of the charter, by-laws or similar organizational
documents of the Company or any of its subsidiaries; (y) conflict with, result in a breach or violation of, or require the approval of
stockholders, members or partners or any approval or consent of any persons under, any of the terms or provisions of, constitute a default
under, result in the termination, modification, or acceleration of, or result in the creation or imposition of any lien, charge or encumbrance
upon any property, right or asset of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan
agreement, note agreement, contract, undertaking or other agreement, obligation, condition, covenant or instrument to which the Company
or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset
of the Company or any of its subsidiaries is subject; or (z) result in the violation of any law, statute, judgment, order, rule, decree
or regulation applicable to the Company or any of its subsidiaries of any court, arbitrator, governmental or regulatory authority, agency
or body having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets.

 

(r)                 
No Consents Required. No consent, approval, authorization, order, filing, registration, license or qualification of or with
any court, arbitrator, or governmental or regulatory authority, agency, or body is required for (i) the execution, delivery and performance
by the Company of this Agreement; (ii) the issuance, sale and delivery of the Firm Shares and the Option Shares; or (iii) the consummation
of the transactions contemplated herein, except for such consents, approvals, authorizations, orders, filings, registrations or qualifications
as (x) have already been obtained or made and are still in full force and effect, (y) may be required by FINRA, and (z) may be required
under applicable state securities laws in connection with the purchase, distribution and resale of the Firm Shares and the Option Shares
by the Underwriters.

 

(s)                
Independent Accountants. MaloneBailey, LLP, which expressed its opinion with respect to the financial statements (which
term as used in this Agreement includes the related notes thereto) and supporting schedules included in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus, is an independent registered public accounting firm with respect to the Company and
its subsidiaries within the meaning of the rules and regulations of the Commission and the Public Company Accounting Oversight Board and
as required by the Securities Act.

 

 

 

 

 

 

(t)                 
Financial Statements and Other Financial Data. The financial statements (including the related notes thereto), together
with the supporting schedules, included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus comply
in all material respects with the applicable requirements of the Securities Act and present fairly the consolidated financial position
of the entities to which they relate as of and at the dates indicated and the results of their operations and cash flows for the periods
specified. Such financial statements, notes and schedules have been prepared in conformity with GAAP applied on a consistent basis throughout
the periods involved, except as may be expressly stated in the notes thereto. The financial data set forth in the Registration Statement,
the Pricing Disclosure Package and the Final Prospectus under the captions “Capitalization” present fairly the information
set forth therein on a basis consistent with that of the audited financial statements included in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus.

 

(u)                
Statistical and Market-Related Data. The statistical and market-related data included in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus are based on or derived from sources that the Company believes to be accurate and
reliable in all material respects.

 

(v)                
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) included in the Registration Statement, the Pricing Disclosure Package or the Final Prospectus has been made
or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

 

(w)               
Legal Proceedings. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
(i) there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings
(collectively, “Actions”) pending to which the Company or any of its subsidiaries is or may be a party or to
which any property, right or asset of the Company or any of its subsidiaries is or may be the subject that, individually or in the aggregate,
if determined adversely to the Company or any of its subsidiaries, could have a Material Adverse Effect; and (ii) to the knowledge of
the Company, no such Actions are threatened or contemplated by any governmental or regulatory authority or by others.

 

(x)                 
Labor Disputes. No labor disturbance by or dispute with the employees of the Company or any of its subsidiaries exists or,
to the knowledge of the Company, is threatened or contemplated that could, individually or in the aggregate, have a Material Adverse Effect.

 

(y)                
Intellectual Property Rights. (i) The Company and its subsidiaries own or have the right to use all patents, patent applications,
trademarks, service marks, trade names, and other source indicators and registrations and applications for registration thereof, domain
name registrations, copyrights and registrations and applications for registration thereof, technology and know-how, trade secrets, and
all other intellectual property and related proprietary rights (collectively, “Intellectual Property Rights”)
necessary to conduct their respective businesses; (ii) other than as disclosed in the Prospectus, neither the Company nor any of its subsidiaries
has received any notice of infringement, misappropriation or other conflict with (and neither the Company nor any of its subsidiaries
is otherwise aware of any infringement, misappropriation or other conflict with) the Intellectual Property Rights of any other person,
except for such infringement, misappropriation or other conflict as could not have a Material Adverse Effect; and (iii) to the knowledge
of the Company, the Intellectual Property Rights of the Company and its subsidiaries are not being infringed, misappropriated or otherwise
violated by any person.

 

(z)                
Licenses and Permits. (i) The Company and its subsidiaries possess such valid and current certificates, authorizations,
approvals, licenses and permits (collectively, “Authorizations”) issued by, and have made all declarations,
amendments, supplements and filings with, the appropriate state, federal or foreign regulatory agencies or bodies necessary to own, lease
and operate their respective properties and to conduct their respective businesses as set forth in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus; (ii) all such Authorizations are valid and in full force and effect and the Company and its
subsidiaries are in compliance with the terms and conditions of all such Authorizations; and (iii) neither the Company nor any of its
subsidiaries has received notice of any revocation, termination or modification of, or non-compliance with, any such Authorization or
has any reason to believe that any such Authorization will not be renewed in the ordinary course, except where, in the case of clauses
(i), (ii) and (iii), the failure to possess, make or obtain such Authorizations (by possession, declaration or filing) could not, individually
or in the aggregate, have a Material Adverse Effect.

 

 

 

 

 

 

(aa)               
Title to Property. Neither the Company nor any of its subsidiaries own any real property. The Company and its subsidiaries
have good and marketable title in fee simple to, or have valid and enforceable rights to lease or otherwise use, all items of personal
property (other than with respect to Intellectual Property Rights, which is addressed exclusively in Section 1(y)) that are material to
the respective businesses of the Company and its subsidiaries, in each case, free and clear of all liens, encumbrances, claims, and defects
and imperfections of title, except such liens, encumbrances, claims, defects and imperfections as (i) are disclosed in the Registration
Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii) do not materially affect the value of such property and do
not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries. The Company and
its subsidiaries have good and marketable title in fee simple to, or have valid and enforceable rights to lease or otherwise use, all
items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case,
free and clear of all liens, encumbrances, claims and defects and imperfections of title, except such liens, encumbrances, claims, defects
and imperfections as (i) are disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, or (ii)
do not materially affect the value of such property and do not materially interfere with the use made or proposed to be made of such property
by the Company and its subsidiaries. All items of real and personal property held under lease by the Company and its subsidiaries are
held under valid, subsisting and enforceable leases, with such exceptions as do not materially interfere with the use made or proposed
to be made of such property by the Company and its subsidiaries.

 

(bb)              Taxes. The Company and each of its subsidiaries have filed all federal, state, local and foreign tax returns required to
be filed through the date hereof or have timely requested extensions thereof and have paid all taxes required to be paid thereon (except
as currently being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the
Company). The charges, accruals and reserves in respect of any income and other tax liability in the financial statements of the Company
referred to in Section 1(t) are adequate, in accordance with GAAP principles, to meet any assessments for any taxes of the Company accruing
through the end of the last period specified in such financial statements.

 

(cc)                Investment Company Act. Neither the Company nor any of its subsidiaries is or, after giving effect to the offer and sale
of the Firm Shares and the Option Shares and the application of the proceeds therefrom as described under “Use of Proceeds”
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, will be required to register as an “investment
company” (as defined in the Investment Company Act).

 

(dd)              
Insurance. The Company and its subsidiaries are insured by recognized, financially sound institutions in such amounts, with
such deductibles and covering such losses and risks as is adequate for the conduct of their respective businesses and the value of their
respective properties and as is prudent and customary for companies engaged in similar businesses in similar industries. All insurance
policies and fidelity or surety bonds insuring the Company and its subsidiaries or their respective businesses, assets, employees, officers
and directors are in full force and effect; the Company and its subsidiaries are in compliance with the terms of such policies in all
material respects; neither the Company nor any of its subsidiaries has received notice from any insurer or agent of such insurer that
capital improvements or other expenditures are required to be made in order to continue such insurance; and neither the Company nor any
of its subsidiaries has been refused any insurance coverage sought or applied for. There are no claims by the Company or any of its subsidiaries
under any such policy as to which any insurer is denying liability or defending under a reservation of rights clause; and neither the
Company nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost
that could not have a Material Adverse Effect.

 

(ee)               No Stabilization or Manipulation. None of the Company, its Affiliates or any person acting on its or any of their behalf
(other than the Underwriters, as to which no representation or warranty is given) has taken, directly or indirectly, any action designed
to or that has constituted or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of
any securities of the Company. The Company acknowledges that the Representative may engage in passive market making transactions in the
Common Stock on the Nasdaq Capital Market (the “Exchange”) in accordance with Regulation M under the Exchange
Act (“Regulation M”).

 

 

 

 

 

(ff)                 Compliance with the Sarbanes-Oxley Act. The Company and, to the knowledge of the Company, its officers and directors, in
their capacities as such, are and have been in compliance with all applicable provisions of the Sarbanes-Oxley Act.

 

(gg)               Accounting Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting”
(as defined in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or
under the supervision of, their principal executive and principal financial officers, or persons performing similar functions, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes
in accordance with GAAP. The Company and its subsidiaries maintain 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.
Other than as disclosed in the Registration Statement, the Company’s internal control over financial reporting is effective and
the Company is not aware of any other material weaknesses in its internal control over financial reporting (whether or not remediated).
Since the date of the most recent balance sheet included in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
(x) the Company’s auditors and the audit committee of the board of directors of the Company have not been advised of (A) any new
significant deficiencies or material weaknesses in the design or operation of the internal control over financial reporting of the Company
and its subsidiaries which could adversely affect the Company’s ability to record, process, summarize, and report financial data;
or (B) any fraud, whether or not material, that involves management or other employees who have a role in the internal control over financial
reporting of the Company or its subsidiaries; and (y) there have been no significant changes in the internal control over financial reporting
of the Company or its subsidiaries or in other factors that could significantly affect, such internal control over financial reporting,
including any corrective actions with regard to significant deficiencies or material weaknesses, since the respective dates as of which
information is given in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus.

 

(hh)              Disclosure Controls and Procedures. The Company and its subsidiaries have established and maintain disclosure controls and
procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to comply with the requirements of the
Exchange Act; such disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company
and its subsidiaries in the reports they file or submit under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms, including controls and procedures designed to ensure that such information
is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure;
and such disclosure controls and procedures are effective to perform the functions for which they were established.

 

(ii)                 Margin Rules. Neither the issuance, sale and delivery of the Firm Shares and the Option Shares nor the application of the
proceeds thereof by the Company, in each case, as described in the Registration Statement, the Pricing Disclosure Package and the Final
Prospectus, will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any other regulation of such
Board of Governors.

 

(jj)               
Compliance with Environmental Laws. The Company and each of its subsidiaries (i) are, and at all times prior hereto were,
in compliance with all Environmental Laws (as defined below) applicable to such entity, which compliance includes, without limitation,
obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their
respective businesses; and (ii) have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental
Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic
substances or wastes, pollutants or contaminants. And, except as described in the Registration Statement, the Pricing Disclosure Package
and the Final Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its
subsidiaries under Environmental Laws, other than such proceedings regarding which it is reasonably believed that no monetary sanctions
of $100,000 or more will be imposed; (y) none of the Company or any of its subsidiaries is aware of any issues regarding compliance with
Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws
or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material
effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; and (z) none of the Company
or any of its subsidiaries anticipates material capital expenditures relating to Environmental Laws.

 

 

 

 

 

As used herein, the term “Environmental
Laws”
means any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of
any governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional, or local
authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to the use, handling,
storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants
or contaminants.

 

(kk)            
ERISA.

 

Each “employee benefit plan”
(within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”)) for
which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group
of corporations within the meaning of Section 414 of the Code) would have any liability (each, a “Plan”) complies
in form with the requirements of all applicable statutes, rules and regulations including ERISA and the Code, and has been maintained
and administered in substantial compliance with its terms and with the requirements of all applicable statutes, rules and regulations
including ERISA and the Code; (ii) with respect to each Plan subject to Title IV of ERISA or Section 302 of ERISA or Section 412 and 430
of the Code (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected
to occur, (B) no failure to satisfy the minimum funding standard (within the meaning of Section 302 of ERISA or Section 412 and 430 of
the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value of the assets under each
Plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such Plan
(determined based on those assumptions used to fund such Plan) and (D) neither the Company or any member of its Controlled Group has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension
Benefit Guaranty Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”,
within the meaning of Section 4001(a)(3) of ERISA); (iii) each Plan that is intended to be qualified under Section 401(a) of the Code
is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; and
(iv) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any
Plan excluding transactions to which a statutory or administrative prohibited transaction exemption applies.

 

(ll)               
Related Party Transactions. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final
Prospectus, no relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and
the directors, officers, stockholders, other Affiliates, customers or suppliers of the Company or any of its subsidiaries, on the other
hand, that would be required by the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package and the
Final Prospectus.

 

(mm)        
    
No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, agent, employee, Affiliate or other person associated with or acting on behalf of the Company or any of
its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating
to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government or regulatory official
or employee; (iii) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment; or (iv) violated or is in violation
of any provision of (y) the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
or (z) any non-U.S. anti-bribery or anti-corruption statute or regulation. The Company and its subsidiaries have instituted and maintain
and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery and anti-corruption laws.

 

(nn)            
Compliance with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted
at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and
Foreign Transactions Reporting Act of 1970, as amended, the applicable anti-money laundering statutes of all jurisdictions where the Company
or any of its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines
issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”);
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company
or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

 

 

 

 

 

(oo)            
Compliance with OFAC. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director,
officer, agent, employee or Affiliate of the Company or any of its subsidiaries is an individual or entity (an “OFAC Person”),
or is owned or controlled by an OFAC Person, that is currently the subject or target of any sanctions administered or enforced by the
U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”)
or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or
“blocked person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant
sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized
or resident in a country or territory that is the subject or the target of Sanctions, including, without limitation, Crimea, Cuba, Iran,
North Korea, Sudan and Syria (each, a “Sanctioned Country”); and the Company will not directly or indirectly
use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner
or other OFAC Person (i) to fund or facilitate any activities of or business with any OFAC Person that, at the time of such funding or
facilitation, is the subject or the target of Sanctions, (ii) to fund or facilitate any activities or business in any Sanctioned Country
or (iii) in any other manner that will result in a violation by any OFAC Person (including any OFAC Person participating in the transaction,
whether as underwriter, advisor, investor or otherwise) of Sanctions. Since the Company’s inception, the Company and its subsidiaries
have not knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any OFAC Person that at the time
of the dealing or transaction is or was the subject or the target of Sanctions or with any Sanctioned Country.

 

(pp)             No
Registration Rights
. Except as described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus,
there are no contracts, agreements or understandings between the Company or any of its subsidiaries, on the one hand, and any person,
on the other hand, granting such person any rights to require the Company or any of its subsidiaries to file a registration statement
under the Securities Act with respect to any securities of the Company or any of its subsidiaries owned or to be owned by such person
or to require the Company or any of its subsidiaries to include such securities in any securities to be registered pursuant to any registration
statement to be filed by the Company or any of its subsidiaries under the Securities Act.

 

(qq)            
Subsidiaries. The Company does not own or control, directly or indirectly, any corporation, association or other entity
other than the subsidiaries listed in Exhibit 21 to the Registration Statement. The subsidiaries of the Company listed in Schedule III
hereto are the only “significant subsidiaries” (as defined under Rule 1.02(w) of Regulation S-X under the Securities Act)
of the Company (the “Significant Subsidiaries”).

 

(rr)              
No Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, from paying
any dividends to the Company, from making any other distribution on such subsidiary’s capital stock or similar ownership interest,
from repaying to the Company any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s
properties or assets to the Company or any other subsidiary of the Company.

 

(ss)              
No Broker’s Fees. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final
Prospectus, neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other
than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission, finder’s
fee or like payment in connection with the offering and sale of the Firm Shares or the Option Shares.

 

(tt)               
Exchange Listing. Subject to notice of issuance, the Shares have been approved for listing on the Exchange.

Any certificate signed by an officer of the Company
and delivered to the Underwriters or to counsel for the Underwriters shall be deemed to be a representation and warranty by the Company
to the Underwriters as to the matters set forth therein.

 

2.                 
Representations and Warranties of the Underwriters
.

 

Each Underwriter, severally and not jointly,
represents and warrants to, and agrees with, the Company:

 

(a)                
No Testing-the-Waters Communications. Such Underwriter has not (i) alone engaged in any Testing-the-Waters Communication
and (ii) authorized anyone to engage in Testing-the-Waters Communications. Such Underwriter has not distributed, or authorized anyone
else to distribute, any Written Testing-the-Waters Communications.

 

 

 

 

 

3.                 
Purchase and Resale
.

 

(a)                
Agreements to Sell and Purchase. On the basis of the representations, warranties and covenants herein and subject to the
conditions herein and any adjustments made in accordance with Section 3(c) and 13 hereof,

 

(i)                 The Company agrees to issue and sell the Firm Shares to the several Underwriters; and

 

(ii)               
The Underwriters agree, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite such
Underwriter’s name in Schedule I hereto, subject to such adjustments among the Underwriters as the Representative in its sole discretion
shall make to eliminate any sales or purchases of fractional Shares.

 

(iii)               The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $5.06 per share (the “Purchase
Price”
). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of
the Final Prospectus.

 

(iv)              
Payment for the Firm Shares (the “Firm Shares Payment”) shall be made by wire transfer in immediately
available funds to the accounts specified by the Company to the Representative at the offices of Kaufman & Canoles, P.C. at 10:00
a.m., ET, on October 8, 2021 or at such other place on the same or such other date and time, not later than the fifth business day thereafter,
as the Representative and the Company may agree upon in writing (the “Closing Date”). The Firm Shares Payment
shall be made against delivery of the Firm Shares to be purchased on the Closing Date to the Representative for the respective accounts
of the several Underwriters, with any transfer taxes, stamp duties and other similar taxes payable in connection with the sale of the
Firm Shares duly paid by the Company.

 

(b)               
Over-Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions
herein,

 

(i)                 
the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the
Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an
amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the
Option Shares (the “Over-Allotment Option Purchase Price”);

 

(ii)                 upon an exercise of the Over-Allotment Option and subject to the terms and conditions herein, the Company agrees to issue and sell
the Option Shares to the several Underwriters;

 

(iii)                The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the forty-fifth
(45th) day following the date of the Final Prospectus, by written notice from the Representative to the Company (the “Over-Allotment
Exercise Notice”
). The Underwriters must give the Over-Allotment Exercise Notice to the Company at least two business days
prior to the Closing Date or the applicable Additional Closing Date, as the case may be. The Representative may cancel any exercise of
the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving
written notice of such cancellation to the Company.

 

(iv)              
The Over-Allotment Exercise Notice shall set forth:

 

(A)             
the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised;

 

(B)              
the Over-Allotment Option Purchase Price;

 

(C)              
the names and denominations in which the Option Shares are to be registered; and

 

(D)              
the applicable Additional Closing Date, which may be the same date and time as the Closing Date but shall not be earlier than the
Closing Date nor later than the tenth (10th) full business day after the date of the Over-Allotment Exercise Notice.

 

 

 

 

 

(v)               
Payment for the Option Shares (the “Option Shares Payment”) shall be made by wire transfer in immediately
available funds to the accounts specified by the Company to the Representative at the offices of Kaufman & Canoles, P.C. at 10:00
a.m. ET on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date
and time, not later than the fifth business day thereafter, as the Representative and the Company may agree upon in writing (an “Additional
Closing Date”
). The Option Shares Payment shall be made against delivery to the Representative for the respective accounts
of the several Underwriters of the Option Shares to be purchased on any Additional Closing Date, with any transfer taxes, stamp duties
and other similar taxes payable in connection with the sale of the Option Shares duly paid by the Company.

 

(vi)              
As additional compensation for the Representative’s services, the Company shall issue to the Representative or its designees
at the closing of the Offering warrants (the “Representative’s Warrant”) to purchase that number of shares
of the Company’s common stock equal to 5.0% of the aggregate number of ordinary shares sold in the Offering. The Representative’s
Warrant will be exercisable at any time and from time to time, in whole or in part, during the period commencing six months from the commencement
of sales of the public offering and ending four years and six months thereafter, at a price per share equal to 125.0% of the offering
price per share of common stock at the Offering. The Representative’s Warrant and the shares issuable upon exercise thereof are
sometimes hereinafter referred to collectively as the “Representative’s Securities. The
Representative understands and agrees that there are restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s
Warrant and the underlying shares during the 180-day period after the commencement of sales of the public offering and by its acceptance
thereof shall agree that it and its respective designees, if any, will not, sell, transfer, assign, pledge or hypothecate their respective
Representative’s Securities, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction
that would result in the effective economic disposition of such securities for a period of 180 days following the commencement of sales
of the public offering to anyone other than (A) an Underwriter or a selected dealer in connection with the Offering, or (B) a bona fide
officer or partner of one of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees
to the foregoing lock-up restrictions. Delivery of the executed Representative’s Warrant Agreement shall be made on the Closing
Date and the Representative’s Warrant shall be issued in the name or names and in such authorized denominations as the Representative
may request.

 

(c)                
Public Offering. The Company understands that the Underwriters intend to make a public offering of the Shares as soon after
the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Shares on the terms
set forth in the Final Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Shares to or through any
Affiliate of an Underwriter.

 

4.                 
Covenants of the Company
. The Company hereby covenants and agrees with each Underwriter as follows:

 

(a)                
Filings with the Commission. The Company will:

 

(i)                 
prepare and file the Final Prospectus (in a form approved by the Representative and containing the Rule 430A Information) with
the Commission in accordance with and within the time periods specified by Rules 424(b) and 430A under the Securities Act;

 

(ii)                 file
any Issuer Free Writing Prospectus with the Commission to the extent required by Rule 433 under the Securities Act; and

 

(iii)                file with the Commission such reports as may be required by Rule 463 under the Securities Act.

 

(b)               
Notice to the Representative. The Company will advise the Representative promptly, and confirm such advice in writing:

 

(i)                 
when the Registration Statement has become effective;

 

 

 

 

 

(ii)                 when the Final Prospectus has been filed with the Commission;

 

(iii)                when any amendment to the Registration Statement has been filed or becomes effective;

 

(iv)                when any Rule 462(b) Registration Statement has been filed with the Commission;

 

(v)               
when any supplement to the Final Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or
any amendment to the Final Prospectus has been filed or distributed;

 

(vi)                of (x) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Final
Prospectus, (y) the receipt of any comments from the Commission relating to the Registration Statement or (z) any other request by the
Commission for any additional information, including, but not limited to, any request for information concerning any Testing-the-Waters
Communication;

 

(vii)               of
(x) the issuance by the Commission of any order suspending the effectiveness of the Registration Statement or preventing or suspending
the use of the Registration Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free
Writing Prospectus or any Written Testing-the-Waters Communication or (y) the initiation or, to the knowledge of the Company, threatening
of any proceeding for that purpose or pursuant to Section 8A of the Securities Act;

 

(viii)              of the occurrence of any event or development within the Prospectus Delivery Period as a result of which, the Final Prospectus,
the Pricing Disclosure Package, any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication as then amended or
supplemented would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing when the Final Prospectus, the Pricing Disclosure Package, any such Issuer Free Writing
Prospectus or any such Written Testing-the-Waters Communication is delivered to a purchaser, not misleading;

 

(ix)                 of the issuance by any governmental or regulatory authority or any order preventing or suspending the use of any of the Registration
Statement, the Pricing Disclosure Package, the Final Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus or any
Testing-the-Waters Communication or the initiation or threatening for that purpose; and

 

(x)                  of the receipt by the Company of any notice with respect to any suspension of the qualification of the Shares for offer and sale
in any jurisdiction or the initiation or, to the knowledge of the Company, threatening of any proceeding for such purpose.

 

(c)                
Reserved.

 

(d)               
Ongoing Compliance.

 

(i)                 
If during the Prospectus Delivery Period:

 

(A)              
any event or development shall occur or condition shall exist as a result of which the Final Prospectus as then amended or supplemented
would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, not misleading, the Company will, as
soon as reasonably possible, notify the Underwriters thereof and forthwith prepare and, subject to Section 4(e) hereof, file with the
Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments
or supplements to the Final Prospectus as may be necessary so that the statements in the Final Prospectus as so amended or supplemented
will not, in the light of the circumstances existing when the Final Prospectus is delivered to a purchaser, be misleading; or

 

 

 

 

 

(B)              
it is necessary to amend or supplement the Final Prospectus to comply with applicable law, the Company will, as soon as reasonably
possible, notify the Underwriters thereof and forthwith prepare and, subject to Section 4(e) hereof,
file with the Commission and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate
such amendments or supplements to the Final Prospectus as may be necessary so that the Final Prospectus will comply with applicable law;
and

 

(ii)               
if at any time prior to the Closing Date or any Additional Closing Date, as the case may be:

 

(A)              
any event or development shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended
or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading,
the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 4(e) hereof, file with the
Commission (to the extent required) and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may
designate such amendments or supplements to the Pricing Disclosure Package as may be necessary so that the statements in the Pricing Disclosure
Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing Disclosure Package is delivered
to a purchaser, be misleading; or

 

(B)              
it is necessary to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will immediately
notify the Underwriters thereof and forthwith prepare and, subject to Section 4(e) hereof, file with the Commission (to the extent required)
and furnish, at its own expense, to the Underwriters and to such dealers as the Representative may designate such amendments or supplements
to the Pricing Disclosure Package as may be necessary so that the Pricing Disclosure Package will comply with applicable law.

 

(e)                
Amendments, Supplements and Issuer Free Writing Prospectuses. Before (i) using, authorizing, approving, referring to, distributing
or filing any Issuer Free Writing Prospectus, (ii) filing (x) any Rule 462(b) Registration Statement or (y) any amendment or supplement
to the Registration Statement or the Final Prospectus, or (iii) distributing any amendment or supplement to the Pricing Disclosure Package
or the Final Prospectus, the Company will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer
Free Writing Prospectus, Rule 462(b) Registration Statement or other amendment or supplement for review and will not use, authorize, refer
to, distribute or file any such Issuer Free Writing Prospectus or Rule 462(b) Registration Statement, or file or distribute any such proposed
amendment or supplement (A) to which the Representative objects in a timely manner and (B) which is not in compliance with the Securities
Act. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus
that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

 

(f)                 
Delivery of Copies. The Company will, upon request of the Representative, deliver, without charge, (i) to the Representative,
three signed copies of the Registration Statement as originally filed and each amendment thereto, in each case, including all exhibits
and consents filed therewith; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits and consents) and (B) during the Prospectus Delivery Period, as many copies of the Final Prospectus
(including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representative may reasonably request.

 

(g)               
Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging
Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Securities
Act and (ii) completion of the Lock-Up Period (as defined below).

 

 

 

 

 

(h)               
Blue Sky Compliance. The Company will use its best efforts, with the Underwriters’ cooperation, if necessary, to qualify
or register (or to obtain exemptions from qualifying or registering) the Shares and the Representative’s Securities for offer and
sale under the securities or Blue Sky laws of such jurisdictions as the Representative shall reasonably request and will use its reasonable
best efforts, with the Underwriters’ cooperation, if necessary, to continue such qualifications, registrations and exemptions in
effect so long as required for the distribution of the Shares and the Representative’s Securities; provided that the Company
shall not be required to (i) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where
it would not otherwise be required to so qualify, (ii) file any general consent to service of process in any such jurisdiction or (iii)
subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

 

(i)                 
Earning Statement. The Company will make generally available to its security holders and the Representative as soon as practicable
an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 under the Securities Act covering
a period of at least 12 months beginning with the first fiscal quarter of the Company occurring after the “effective date”
(as defined in Rule 158 under the Securities Act) of the Registration Statement; provided that the Company will be deemed to have
furnished such statement to its security holders and the Representative to the extent it is filed on the Commission’s Electronic
Data Gathering, Analysis and Retrieval system (“EDGAR”).

 

(j)                 
Use of Proceeds. The Company shall apply the net proceeds from the sale of the Firm Shares and the Option Shares in the
manner described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the
Final Prospectus.

 

(k)               
Clear Market.

 

(i)                 
For a period of 90 days after the date of the Final Prospectus (the “Lock-Up Period”), the Company will
not (x) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registration
statement under the Securities Act relating to, any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (y) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such
other securities, whether any such transaction described in clause (x) or (y) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise, without the prior written consent of the Representative.

 

(ii)               
The restrictions contained in Section 4(k)(i) hereof shall not apply to: (A) the Shares, (B) any shares of Common Stock issued
under Company Stock Plans or warrants issued by the Company, in each case, described as outstanding in the Registration Statement, the
Pricing Disclosure Package and the Final Prospectus, (C) any options and other awards granted under a Company Stock Plan as described
in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, (D) the filing by the Company of any registration
statement on Form S-8 or a successor form thereto relating to a Company Stock Plan described in the Registration Statement, the Pricing
Disclosure Package and the Final Prospectus and (E) shares of Common Stock or other securities issued in connection with a transaction
with an unaffiliated third party that includes a bona fide commercial relationship (including joint ventures, marketing or distribution
arrangements, collaboration agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not
less than a majority or controlling portion of the equity of another entity; provided that (x) the aggregate number of shares of
Common Stock issued pursuant to clause (E) shall not exceed five percent (5%) of the total number of outstanding shares of Common Stock
immediately following the issuance and sale of the Firm Shares pursuant hereto and (y) the recipient of any such shares of Common Stock
or other securities issued or granted pursuant to clauses (B), (C) and (E) during the Lock-Up Period shall enter into an agreement substantially
in the form of Exhibit A hereto.

 

(iii)                If
the Representative, in its sole discretion, agrees to release or waive the restrictions set forth in any Lock-Up Agreement and provides
the Company with notice of the impending release or waiver substantially in the form of Exhibit B hereto at least three business days
before the effective date of the release or waiver, then the Company agrees to announce the impending release or waiver by a press release
substantially in the form of Exhibit C hereto through a major news service at least two business days before the effective date of the
release or waiver.

 

 

 

 

 

(l)                 
No Stabilization or Manipulation. None of the Company, its Affiliates or any person acting on its or any of their behalf
(other than the Underwriters, as to which no covenant is given) will take, directly or indirectly, any action designed to or that constitutes
or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any securities of the Company.
The Company acknowledges that the Representative may engage in passive market making transactions in the Common Stock on the Exchange
in accordance with Regulation M.

 

(m)              
Investment Company Act. The Company shall not invest, or otherwise use the proceeds received by the Company from the sale
of the Firm Shares or the Option Shares in such a manner as would require the Company or any of its subsidiaries to register as an “investment
company” (as defined in the Investment Company Act) under the Investment Company Act.

 

(n)               
Transfer Agent. For the period of two years from the date of this Agreement, the Company shall engage and maintain, at its
expense, a registrar and transfer agent for the Common Stock.

 

(o)               
Reports. For the period of two years from the date of this Agreement, the Company will furnish to the Representative, as
soon as they are available, copies of all reports or other communications (financial or other) furnished to holders of the Shares, and
copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic
quotation system; provided that the Company will be deemed to have furnished such reports and financial statements to the Representative
to the extent they are filed on EDGAR.

 

(p)               
Right of First Refusal. The Company agrees that, if, for the period ending nine (9) months from the Closing Date, the Company
or any of its subsidiaries: (i) decides to finance or refinance any indebtedness, the Representative (or any affiliate designated by the
Representative) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such
financing or refinancing; or (ii) decides to raise funds by means of a public offering (including at-the-market facility) or a private
placement or any other capital raising financing of equity, equity-linked or debt securities, the Representative (or any affiliate designated
by the Representative) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing.
If the Representative or one of its affiliates decides to accept such engagement, the agreement governing such engagement (each a “Subsequent
Transaction Agreement”
) will contain, among other things, provisions for customary fees for transactions of similar size
and nature, but in no event will the fees be less than those outlined herein, and the provisions of this Agreement, including indemnification,
which appropriate to such transaction. Notwithstanding the foregoing, the decision to accept the Company’s engagement under this
Section 4(p) shall be made by the Representative or one of its affiliates, by a written notice to the Company, within ten (10) days of
the receipt of the Company’s notification of its financing needs.

 

5.                 
Covenants of the Underwriters
. Each Underwriter, severally and not jointly, hereby covenants and agrees with the Company
as follows:

 

(a)                
Underwriter Free Writing Prospectus. Such Underwriter has not used, authorized the use of, referred to or participated in
the planning for use of, and will not use, authorize the use of, refer to or participate in the planning for use of, any Free Writing
Prospectus (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference
into the Registration Statement and any press release issued by the Company) other than (i) a Free Writing Prospectus that contains no
“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act (“Issuer Information”)
that was not included in the Pricing Prospectus or a previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus
listed in Schedule II hereto or prepared pursuant to Section 1(e)(iv) or Section 4(e) hereof (including any electronic road show), or
(iii) any Free Writing Prospectus prepared by such Underwriter and approved by the Company in advance in writing.

 

(b)               
Section 8A Proceedings. Such Underwriter is not subject to any pending proceeding under Section 8A of the Securities Act
with respect to the offering of the Shares and will promptly notify the Company if any such proceeding against it is initiated during
the Prospectus Delivery Period.

 

 

 

 

 

6.                 
Payment of Expenses
.

 

(a)                
Company Expenses. The Company hereby agrees to pay on the Closing Date all expenses incident to the performance of the obligations
of the Company under this Agreement including, but not limited to: (a) all filing fees and expenses relating to the registration of the
Shares with the Commission; (b) all filing fees and expenses associated with the review of the offering of the Shares by FINRA; (c) all
fees and expenses relating to the listing of the Shares on the Exchange (to the extent relevant) and on such other stock exchanges as
the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to background checks of the Company’s
officers and directors; (e) all fees, expenses and disbursements relating to the registration or qualification of the Shares as the Representative
may reasonably designate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Securities
under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (g) the costs of all mailing and
printing of the underwriting documents, the Registration Statement, Pricing Disclosure Package, the Final Prospectus, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or any Testing-the-Waters Communication and all amendments, supplements and exhibits thereto
as the Underwriters may reasonably deem necessary; (h) the costs and expenses of the public relations firm referred to in the engagement
letter between the Company and the Representative; (i) the costs of preparing, printing and delivering certificates representing the Shares;
(j) fees and expenses of the transfer agent for the shares of Common Stock; (k) stock transfer and/or stamp taxes, if any, payable upon
the transfer of securities from the Company to the Underwriters; (l) the fees and expenses of the Company’s accountants; (m) the
“road show” expenses and the reasonable fees and expenses of the Company’s legal counsel and other agents and representatives
and fees and expenses of the Underwriters’ counsel. The total amount payable pursuant to (d) and (m) to the Underwriters shall not
to exceed $100,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the
expenses set forth herein to be paid by the Company to the Underwriters. Except as provided for in this Agreement, the Underwriters shall
bear the costs and expenses incurred by them in connection with the sale of the Shares and the transactions contemplated thereby.

 

(b)               
Non-accountable Expenses. On the Closing Date, the Company shall pay to the Representative, by deduction from the net proceeds
of the Offering a non-accountable expense allowance equal to one percent (1.0%) of the gross proceeds received by the Company from the
sale of the Firm Shares), provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters
pursuant to Section 6(d) hereof.

 

(c)                
Underwriter Expenses. Except to the extent otherwise provided in this Section 6 or Section 8 hereof, the Underwriters will
pay all of their own costs and expenses, including the fees and expenses of their counsel, any stock transfer taxes on resale of any of
the Shares held by them, and any advertising expenses connected with any offers they may make.

 

(d)               
Company Reimbursement. The provisions of this Section 6 shall not affect any agreement that the Company may make for the
sharing of such costs and expenses.

 

7.                 
Conditions of the Obligations of the Underwriters
. The obligations of the several Underwriters to purchase the Firm Shares
as provided herein on the Closing Date or the Option Shares as provided herein on any Additional Closing Date, as the case may be, shall
be subject to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional
conditions:

 

(a)                
Registration Compliance; No Stop Order.

 

(i)                 
The Registration Statement and any post-effective amendment thereto shall have become effective, no stop order suspending the effectiveness
of the Registration Statement or any post-effective amendment thereto shall be in effect, and no proceeding for such purpose or pursuant
to Section 8A of the Securities Act shall be pending before or threatened by the Commission.

 

 

 

 

 

(ii)                 The Company shall have filed the Final Prospectus and each Issuer Free Writing Prospectus with the Commission in accordance with
and within the time periods prescribed by Section 4(a) hereof.

 

(iii)                The Company shall have (A) disclosed to the Representative all requests by the Commission for additional information relating to
the offer and sale of the Shares and (B) complied with such requests to the reasonable satisfaction of the Representative.

 

(b)               
Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct
on the date hereof and on and as of the Closing Date or any Additional Closing Date, as the case may be; and the statements of the Company
and its officers made in any certificates delivered pursuant to this Agreement shall be true and correct on and as of the Closing Date
or any Additional Closing Date, as the case may be.

 

(c)                
Accountants’ Comfort Letters. On the date of this Agreement and on the Closing Date or any Additional Closing Date,
as the case may be, MaloneBailey, LLP shall have furnished to the Representative, at the request of the Company, letters, dated the respective
dates of delivery thereof and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representative, containing
statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect
to the financial statements and certain financial information contained in each of the Registration Statement, the Pricing Disclosure
Package and the Final Prospectus; provided that the letter delivered on the Closing Date or any Additional Closing Date, as the
case may be, shall use a “cut-off” date no more than two business days prior to the Closing Date or such Additional Closing
Date, as the case may be.

 

(d)                 Reserved.

 

(e)                
No Material Adverse Change. No event or condition of a type described in Section 1(l) hereof shall have occurred or shall
exist, which event or condition is not described in each of the Pricing Disclosure Package and the Final Prospectus (in each case, exclusive
of any amendment or supplement thereto), the effect of which in the judgment of the Representative makes it impracticable or inadvisable
to proceed with the offering, sale or delivery of the Shares on the Closing Date or any Additional Closing Date, as the case may be, in
the manner and on the terms contemplated by this Agreement, the Pricing Disclosure Package and the Final Prospectus (in each case, exclusive
of any amendment or supplement thereto).

 

(f)                 
Opinion and Negative Assurance Letter of Counsel to the Company. Schiff Hardin LLP, counsel to the Company, shall have furnished
to the Representative, at the request of the Company, its (i) written opinion, addressed to the Underwriters and dated the Closing Date
or any Additional Closing Date, as the case may be, and (ii) negative assurance letter, addressed to the Underwriters and dated the Closing
Date or any Additional Closing Date, as the case may be, in each case, substantially in the form attached hereto as Exhibit E.

 

(g)               
Officer’s Certificate. The Representative shall have received on and as of the Closing Date or any Additional Closing
Date, as the case may be, a certificate of an executive officer of the Company who has specific knowledge of the Company’s financial
matters and is satisfactory to the Representative, (i) confirming that such officer has carefully reviewed the Registration Statement,
the Pricing Disclosure Package, the Final Prospectus, each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication
and, to the knowledge of such officer, the representations set forth in Sections 1(a)(ii), 1(b), 1(c)(i), 1(d)(i), 1(e)(i) 1(f)(ii) and
1(i) hereof are true and correct on and as of the Closing Date or any Additional Closing Date, as the case may be; (ii) to the effect
set forth in clause (i) of Section 1(l) and Section 7(a) hereof; and (iii) confirming that all of the other representations and warranties
of the Company in this Agreement are true and correct on and as of the Closing Date or any Additional Closing Date, as the case may be,
and that the Company has complied with all agreements and covenants and satisfied all other conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date or any Additional Closing Date, as the case may be.

 

 

 

 

 

(h)               
No Legal Impediment to Issuance and Sale. No action shall have been taken and no statute, rule, regulation or order shall
have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing
Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Firm Shares or the Option Shares
by the Company; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing
Date or any Additional Closing Date, as the case may be, prevent the issuance, sale or delivery of the Firm Shares or the Option Shares.

 

(i)                 
Good Standing. The Representative shall have received on and as of the Closing Date and any Additional Closing Date, as
the case may be, satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing in
such other jurisdictions as the Representative may reasonably request, in each case, in writing from the appropriate governmental authorities
of such jurisdictions.

 

(j)                 
Lock-Up Agreements. The Lock-Up Agreements executed by the officers, directors and certain equityholders of the Company
relating to sales and certain other dispositions of shares of Common Stock or certain other securities, delivered to the Representative
on or before the date hereof, shall be in full force and effect on the Closing Date or any Additional Closing Date, as the case may be.

 

(k)                 Representative’s Warrant Agreement. The Representative’s Warrant Agreement, substantially in the form of Exhibit
F hereto, executed by the officers of the Company, delivered to the Representative on or before the date hereof, shall be in full force
and effect on the Closing Date or any Additional Closing Date, as the case may be.

 

(l)                 
Exchange Listing. On the Closing Date or any Additional Closing Date, as the case may be, the Shares shall have been approved
for listing on the Exchange, subject to notice of issuance.

 

(m)              
Additional Documents. On or prior to the Closing Date or any Additional Closing Date, as the case may be, the Underwriters
and their counsel shall have received such information, certificates and other additional documents from the Company as they may reasonably
require for the purpose of enabling them to pass upon the issuance and sale of the Shares as contemplated herein or in order to evidence
the accuracy of any of the representations and warranties, or the satisfaction of any of the covenants, closing conditions or other obligations,
contained in this Agreement.

 

All opinions, letters, certificates and
other documents delivered pursuant to this Agreement will be deemed to be in compliance with the provisions hereof only if they are reasonably
satisfactory in form and substance to counsel for the Underwriters.

 

If any condition specified in this Section
7 is not satisfied when and as required to be satisfied, this Agreement and all obligations of the Underwriters hereunder may be terminated
by the Representative by notice to the Company at any time on or prior to the Closing Date or any Additional Closing Date, as the case
may be, which termination shall be without liability on the part of any party to any other party, except that the Company shall continue
to be liable for the payment of expenses under Section 6 and Section 11 hereof and except that the provisions of Section 8 and Section
9 hereof shall at all times be effective and shall survive any such termination.

 

 

 

 

 

 

8.                 
Indemnification
.

 

(a)                
Indemnification of the Underwriters by the Company. The Company agrees to indemnify and hold harmless each Underwriter,
its Affiliates, directors, officers, employees and agents and each person, if any, who controls any Underwriter within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding
or any claim asserted, as such fees and expenses are incurred), joint or several, that arise out of or are based upon (i) any untrue statement
or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the
omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein
not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Pricing Disclosure Package
(including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto),
any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication or
any Road Show, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made, not misleading, in each case, except insofar as such losses, claims, damages
or liabilities arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 8(a) shall be in addition to
any liabilities that the Company may otherwise have.

 

(b)               
Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, its directors, each officer who signed the Registration Statement and each person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses,
claims, damages and liabilities (including, without limitation, all reasonable legal fees and other expenses incurred in connection with
any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as
the indemnity set forth in Section 8(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue
statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto),
any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or
any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus, any Written
Testing-the-Waters Communication or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such
Underwriter. The indemnity agreement set forth in this Section 8(d) shall be in addition to any liabilities that each Underwriter may
otherwise have.

 

(c)                
Notifications and Other Indemnification Procedures. If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant
to any of the preceding subsections of this Section 8, such person (the “Indemnified Person”) shall promptly
notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided
that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under any of the preceding
subsections of this Section 8 except to the extent that it has been materially prejudiced by such failure; and provided, further,
that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under any of the preceding subsections of this Section 8. If any such proceeding shall be brought or asserted against an Indemnified
Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory
to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent
the Indemnified Person in such proceeding and shall pay the reasonable and documented fees and expenses of such counsel related to such
proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person
shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably
satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded that there may be legal defenses
available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any
such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interest between them. It is understood and
agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable
for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all
such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for (i) any Underwriter, its Affiliates,
directors, officers, employees and agents and each person, if any, who controls such Underwriter within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act shall be designated in writing by the Representative; and (ii) the Company, its directors,
its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall be designated in writing by the Company.

 

 

 

 

 

(d)               
Settlements. The Indemnifying Person under this Section 8 shall not be liable for any settlement of any proceeding effected
without its written consent, which consent may not be unreasonably withheld, but if settled with such consent or if there be a final judgment
for the plaintiff, the Indemnifying Person agrees to indemnify the Indemnified Person from and against any loss, claim, damage, liability
or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall
have requested an Indemnifying Person to reimburse the Indemnified Person for any reasonably incurred and documented fees and expenses
of counsel as contemplated by this Section 8, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding
effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Indemnifying Person
of the aforesaid request, (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request,
or shall not have disputed in good faith the Indemnified Person’s entitlement to such reimbursement, prior to the date of such settlement
and (iii) such Indemnified Person shall have given the Indemnifying Person at least 45 days’ prior notice of its intention to settle.
No Indemnifying Person shall, without the prior written consent of the Indemnified Person effect any settlement, compromise or consent
to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any Indemnified Person is or could
have been a party and indemnity was or could have been sought hereunder by such Indemnified Person, unless such settlement, compromise
or consent (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified
Person, from and against all liability on claims that are the subject matter of such action, suit or proceeding and (y) does not include
any statements as to or any findings of fault, culpability or failure to act by or on behalf of any Indemnified Person.

 

9.                 
Contribution
. To the extent the indemnification provided for in Section 8 hereof is unavailable to or insufficient to hold
harmless an Indemnified Person in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each Indemnifying
Person, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the aggregate amount paid or payable by such Indemnified
Person, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as
is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, from
the offering of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative
fault of the Company, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions that resulted
in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits
received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Shares pursuant
to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares pursuant
to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total underwriting discounts and commissions
received by the Underwriters, on the other hand, in each case as set forth in the table on the cover of the Final Prospectus bear to the
aggregate initial offering price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters, on the other
hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on
the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.

 

The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set
forth in Section 8 hereof, all reasonable legal or other fees or expenses incurred by such party in connection with investigating or defending
any action or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if
a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with
respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification.

 

The Company and the Underwriters agree that it would
not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations
referred to in this Section 9.

 

 

 

 

 

Notwithstanding the provisions of this Section 9,
no Underwriter shall be required to contribute any amount in excess of the amount by which the total discounts and commissions received
by such Underwriter in connection with the Shares distributed by it exceeds the amount of any damages such Underwriter has otherwise paid
or become liable to pay by reason of any untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 9 are several,
and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule I hereto.

 

For purposes of this Section 9, each director, officer,
employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director and officer of
the Company who signed the Registration Statement, and each person, if any, who controls the Company with the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Company.

 

The remedies provided for in Section 8 and Section
9 hereof are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law
or in equity.

 

10.             
Termination
. Prior to the delivery of and payment for the Shares on the Closing Date or any Additional Closing Date, as
the case may be, this Agreement may be terminated by the Representative in the absolute discretion of the Representative by notice given
to the Company if after the execution and delivery of this Agreement: (i) trading or quotation of any securities issued or guaranteed
by the Company shall have been suspended or materially limited on any securities exchange, quotation system or in the over-the-counter
market; (ii) trading in securities generally on any of the New York Stock Exchange, the Nasdaq Global Market or the over-the-counter market
shall have been suspended or materially limited; (iii) a general banking moratorium on commercial banking activities shall have been declared
by federal or New York state authorities; (iv) there shall have occurred a material disruption in commercial banking or securities settlement,
payment or clearance services in the United States; (v) there shall have occurred any outbreak or escalation of national or international
hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change
or development involving a prospective substantial change in general economic, financial or political conditions in the United States
or internationally, as in the judgment of the Representative is material and adverse and makes it impracticable or inadvisable to proceed
with the offering, sale or delivery of the Shares on the Closing Date or any Additional Closing Date, as the case may be, in the manner
and on the terms described in the Pricing Disclosure Package or to enforce contracts for the sale of securities; or (vi) the Company or
any of its subsidiaries shall have sustained a loss by strike, fire, flood, earthquake, accident or other calamity of such character as
in the judgment of the Representative may interfere materially with the conduct of the business and operations of the Company and its
subsidiaries, considered as one entity, regardless of whether or not such loss shall have been insured.

 

Any termination pursuant to this Section 10 shall
be without liability on the part of: (x) the Company to the Underwriters, except that the Company shall continue to be liable for the
payment of expenses under Section 6; (y) any Underwriter to the Company; or (z) any party hereto to any other party except that the provisions
of Section 8 and Section 9 hereof shall at all times be effective and shall survive any such termination.

 

11.             
Reimbursement of the Underwriters’ Expenses
. If (a) the Company fails to deliver the Shares to the Underwriters for
any reason at the Closing Date or any Additional Closing Date, as the case may be, in accordance with this Agreement or (b) the Underwriters
decline to purchase the Shares for any reason permitted under this Agreement, then the Company agrees to reimburse the Underwriters for
all reasonable out-of-pocket costs and expenses (including the reasonable and documented fees and expenses of counsel to the Underwriters)
incurred by the Underwriters in connection with this Agreement and the applicable offering contemplated hereby not to exceed $50,000.

 

12.             
Representations and Indemnities to Survive Delivery
. The respective indemnities, rights of contribution, agreements, representations,
warranties and other statements of the Company and the several Underwriters set forth in or made pursuant to this Agreement or made by
or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in
full force and effect, regardless of any investigation made by or on behalf of any Underwriter, the Company or any of their respective
officers or directors or any controlling person, as the case may be, and shall survive delivery of and payment for the Shares sold hereunder
and any termination of this Agreement.

 

 

 

 

 

 

13.             
Defaulting Underwriters
.

 

(a)                
If, on the Closing Date or any Additional Closing Date, as the case may be, any Underwriter defaults on its obligation to purchase
the Shares that it has agreed to purchase hereunder on such date, the non-defaulting Underwriters may in their discretion arrange for
the purchase of such Shares by other persons satisfactory to the Company on the terms contained in this Agreement. If, within 48 hours
after any such default by any Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Shares, then the Company
shall be entitled to a further period of 48 hours within which to arrange for other persons satisfactory to the non-defaulting Underwriters
to purchase such Shares on such terms. If, pursuant to the preceding two sentences, other persons become obligated or agree to purchase
the Shares of a defaulting Underwriter, either the non-defaulting Underwriters or the Company may postpone the Closing Date or any Additional
Closing Date, as the case may be, for up to seven business days in order to effect any changes that in the opinion of counsel for the
Company or counsel for the Underwriters may be necessary in the Registration Statement, Pricing Disclosure Package, the Final Prospectus
or in any other document or arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement,
Pricing Disclosure Package or the Final Prospectus necessary to effect any such changes. As used in this Agreement, the term “Underwriter”
includes, for all purposes of this Agreement unless the context otherwise requires, any person not listed in Schedule I hereto that, pursuant
to this Section (a), purchases Shares that a defaulting Underwriter agreed but failed to purchase.

 

(b)               
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters as provided
in Section 13(a) hereof, the aggregate number of such Shares that remains unpurchased on the Closing Date or any Additional Closing Date,
as the case may be, does not exceed 10% of the aggregate number of all the Shares to be purchased on such date, then the Company shall
have the right to require each non-defaulting Underwriter to purchase the number of Shares that such Underwriter agreed to purchase hereunder
on such date plus such Underwriter’s pro rata share (based on the number of Shares that such Underwriter agreed to purchase hereunder
on such date) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; provided
that in no event shall the number of Shares that any Underwriter has agreed to purchase on such date pursuant to this Agreement be increased
pursuant to this Section (a) by an amount in excess of 10% of such principal amount without the written consent of such Underwriter.

 

(c)                
If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters as provided
in Section 13(a) hereof, the aggregate number of such Shares that remains unpurchased on the Closing Date or any Additional Closing Date,
as the case may be, exceeds 10% of the aggregate of all the Shares to be purchased on such date, or if the Company shall not exercise
the right described in Section 13(b) hereof, then this Agreement or, with respect to any Additional Closing Date, the obligation of the
Underwriters to purchase Shares on such Additional Closing Date shall terminate without liability on the part of the non-defaulting Underwriters.
Any termination of this Agreement pursuant to this Section 13(c) shall be without liability on the part of the Company, except that the
Company shall continue to be liable for the payment of expenses under Section 6 and Section 11 hereof and except that the provisions of
Section 8 and Section 9 hereof shall at all times be effective and shall survive any such termination.

 

(d)               
Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting
Underwriter for damages caused by its default.

 

14.             
Notices
. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given (i) when delivered by hand (with written confirmation of receipt), (ii) when received
by the addressee if sent by a nationally recognized overnight courier (receipt requested), (iii) on the date sent by facsimile (with confirmation
of transmission) or email of a PDF document if sent during normal business hours of the recipient, and on the next business day if sent
after normal business hours of the recipient, or (iv) on the third day after the date mailed, by certified or registered mail (in each
case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 14):

 

 

 

 

 

If to the Underwriters: Aegis Capital Corp.
810 7th Avenue
18th Floor
New York, NY 10019
Email Address: reide@aegiscap.com
Attention: Robert Eide
with a copy to: Kaufman & Canoles, P.C.
Two James Center
1021 East Cary Street, Suite 1400
Richmond, Va. 23219
Email:            awbasch@kaufcan.com
                       jbwilliston@kaufcan.com
Attention:    Anthony W. Basch
                       J. Britton Williston
   
If to the Company: Volcon, Inc.
2590 Oakmont Drive, Suite 520
Round Rock, TX 78665
Email:             greg@volcon.com
Attention:     Greg Endo
with a copy to: Schiff Hardin LLP
100 N. 18th Street
Suite 300
Philadelphia, PA 19103
Email:            CPavri@schiffhardin.com
Attention:     Cavas S. Pavri

 

Any party hereto may change the address or facsimile
number for receipt of communications by giving written notice to the others in accordance with this Section 14.

 

15.             
Successors
. This Agreement shall inure solely to the benefit of and be binding upon the Underwriters, the Company and the
other indemnified parties referred to in Section 8 and Section 9 hereof, and in each case their respective successors. Nothing in this
Agreement is intended, or shall be construed, to give any other person or entity any legal or equitable right, benefit, remedy or claim
under, or in respect of or by virtue of, this Agreement or any provision contained herein. The term “successors,” as used
herein, shall not include any purchaser of the Shares from any Underwriter merely by reason of such purchase.

 

16.             
Authority of the Representative
. Any action by the Underwriters hereunder may be taken by the Representative on behalf of
the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

 

17.             
Partial Unenforceability
. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.

 

 

 

 

 

18.             
Governing Law
. This Agreement and any claim, controversy or dispute arising under or related to this Agreement, whether
sounding in contract, tort or statute, shall be governed by and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed in such state (including its statute of limitations), without giving effect to the conflict
of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction
other than those of the State of New York.

 

19.             
Consent to Jurisdiction
. No legal suit, action or proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby (each, a “Related Proceeding”) may be commenced, prosecuted or continued in any court other
than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern
District of New York, which courts (collectively, the “Specified Courts”) shall have jurisdiction over the adjudication
of any Related Proceeding, and the parties to this Agreement hereby irrevocably consent to the exclusive jurisdiction the Specified Courts
and personal service of process with respect thereto. The parties to this Agreement hereby irrevocably waive any objection to the laying
of venue of any Related Proceeding in the Specified Courts and irrevocably waive and agree not to plead or claim in any Specified Court
that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

 

20.             
Waiver of Jury Trial
. The parties to this Agreement hereby irrevocably waive, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any Related Proceeding.

 

21.             
No Fiduciary Relationship
. The Company acknowledges and agrees that: (i) the purchase and sale of the Shares pursuant to
this Agreement, including the determination of the offering price of the Shares and any related discounts and commissions, is an arm’s-length
commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand; (ii) in connection with
each transaction contemplated hereby and the process leading to such transaction each Underwriter is and has been acting solely as a principal
and is not the agent or fiduciary of the Company or its Affiliates, stockholders, members, partners, creditors or employees or any other
party; (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to
any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is
currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in
this Agreement; (iv) the several Underwriters and their respective Affiliates may be engaged in a broad range of transactions that involve
interests that differ from those of the Company, and the several Underwriters have no obligation to disclose any of such interests by
virtue of any fiduciary or advisory relationship; and (v) the Underwriters have not provided any legal, accounting, regulatory or tax
advice in any jurisdiction with respect to the offering contemplated hereby, and the Company has consulted its own legal, accounting,
regulatory and tax advisors to the extent they deemed appropriate. The Company waives and releases, to the full extent permitted by applicable
law, any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering
of the Shares or any matters leading up to the offering of the Shares.

 

22.             
Compliance with the USA Patriot Act
. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective
clients, including the Company, which information may include the name and address of its clients, as well as other information that will
allow the Underwriters to properly identify their respective clients.

 

23.             
Entire Agreement
. This Agreement, together with any contemporaneous written agreements and any prior written agreements
(to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement among the
Company and the Underwriters with respect to the preparation of the Registration Statement, the Pricing Disclosure Package, the Final
Prospectus, each Preliminary Prospectus, each Issuer Free Writing Prospectus, each Testing-the-Waters Communication and each Road Show,
the purchase and sale of the Shares and the conduct of the offering contemplated hereby.

 

 

 

 

 

24.             
Amendments or Waivers
. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing and signed by all the parties hereto. No waiver by any
party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written
waiver, whether of a similar or different character, and whether occurring before or after the waiver. No failure to exercise, or delay
in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise of any
other right, remedy, power or privilege.

 

25.                Section Headings. The headings herein are included for convenience of reference only and are not intended to be part of,
or to affect the meaning or interpretation of, this Agreement.

 

26.               
Counterparts
. This Agreement may be executed
in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement.
Counterparts may be delivered via facsimile, email (including PDF or any electronic signature complying with the U.S. federal ESIGN Act
of 2000) or other transmission method, and any counterpart so delivered will be deemed to have been duly and validly delivered and be
valid and effective for all purposes.

 

27.               
Recognition of the U.S. Special Resolution Regimes.

 

(a)                
In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special
Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will
be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime (as defined below) if this
Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

 

(b)               
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Agreement that may be exercised
against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

(c)                
As used in this section:

 

“BHC Act Affiliate” has the meaning
assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

 

“Covered Entity” means any of
the following:

 

(i)                 
a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

 

(ii)                 a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

 

(iii)                a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

 

“Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

 

“U.S. Special Resolution Regime”
means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

[signature page follows]

 

 

 

 

 

 

If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.

 

 

Very truly yours,

 

Volcon, Inc.

 

 

By: /s/ Greg Endo                        
Name: Greg Endo
Title: Chief Financial Officer

Confirmed and accepted as of the date first above written:

 

Aegis Capital Corp.

 

Acting on behalf of itself and as a Representative of the several
Underwriters

By: /s/ Robert Eide                                  
Name: Robert Eide
Title: Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE I

 

Underwriters

 

Underwriter Number of Firm Shares to Be Purchased Number of Option Shares to Be Purchased if the Maximum Over-Allotment Option Is Exercised
Aegis Capital Corp. 3,025,000 226,875
     
Total: 3,025,000 226,875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule II

 

Pricing Disclosure Package

 

Number of Shares of Common Stock    3,025,000
     
Number of Option Shares    226,875
     
Number of Representative Warrants    151,250
     
Public Offering Price per Share of Common Stock $ 5.50
     
Exercise Price of Representative Warrant $ 6.875
     
Public Price per Option Share $ 5.06
     
Underwriting Discount per Share of Common Stock $ 0.44
     
Underwriting Discount per Option Share $ 0.44
     
Non-accountable expense allowance per Share of Common Stock $  0.0550
     
Non-accountable expense allowance per Option Share $  0.0550
     
     
     
     

 

 

 

 

 

 

 

Schedule III

 

Subsidiaries

 

Subsidiary Jurisdiction of Organization
Volcon ePowersports, LLC Delaware
Volcon ePowersports, LLC Colorado

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit A

 

Form of Lock-Up Agreement

 

_____, 2021

 

Aegis Capital Corp.

810 Seventh Avenue, 18th Floor
New York, NY 10019

 

As Representative of the several Underwriters named on Schedule 1 to
the Underwriting Agreement referenced below

 

Ladies and Gentlemen:

 

The undersigned understands
that Aegis Capital Corp. (the “Representative”), proposes to enter into an Underwriting Agreement (the “Underwriting
Agreement
”) with Volcon, Inc., a Delaware corporation (the “Company”), providing for the public offering
(the “Public Offering”) of shares of common stock, par value $0.0001 per share, of the Company (the “Common
Shares
”).

 

To induce the Representative
to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent
of the Representative, the undersigned will not, during the period commencing on the date hereof and ending ninety (90) days after the
effective date of the Registration Statement on Form S-1 relating to the Public Offering (the “Lock-Up Period”), (1)
offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or
any securities convertible into or exercisable or exchangeable for Common Shares, whether now owned or hereafter acquired by the undersigned
or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities,
in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4)
publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may
transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up
Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section
13 or Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or other public announcement
shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market
transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or trust for
the benefit of the undersigned (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage
or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; (d) if the
undersigned is a corporation, partnership, limited liability company or other business entity, (i) any transfers of Lock-Up Securities
to another corporation, partnership or other business entity that controls, is controlled by or is under common control with the undersigned
or (ii) distributions of Lock-Up Securities to members, partners, stockholders, subsidiaries or affiliates (as defined in Rule 405 promulgated
under the Securities Act of 1933, as amended) of the undersigned; (e) if the undersigned is a trust, to a trustee or beneficiary of the
trust; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) (d) or (e), (i) any such transfer shall
not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially
in the form of this lock-up agreement and (iii) no filing under Section 13 or Section 16(a) of the Exchange Act or other public announcement
shall be required or shall be voluntarily made during the Lock-Up Period; (f) the receipt by the undersigned from the Company of Common
Shares upon the vesting of restricted stock awards or stock units or upon the exercise of options to purchase the Company’s

 

 

 

 

 

 

 

 

Common
Shares issued under an equity incentive plan of the Company or an employment arrangement described in the Pricing Prospectus (as defined
in the Underwriting Agreement) (the “Plan Shares”) or the transfer or withholding of Common Shares or any securities
convertible into Common Shares to the Company upon a vesting event of the Company’s securities or upon the exercise of options to
purchase the Company’s securities, in each case on a “cashless” or “net exercise” basis or to cover tax
obligations of the undersigned in connection with such vesting or exercise, provided that if the undersigned is required to file
a report under Section 13 or Section 16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the
Lock-Up Period, the undersigned shall include a statement in such schedule or report to the effect that the purpose of such transfer was
to cover tax withholding obligations of the undersigned in connection with such vesting or exercise and, provided further, that
the Plan Shares shall be subject to the terms of this lock-up agreement; (g) the transfer of Lock-Up Securities pursuant to agreements
described in the Pricing Prospectus under which the Company has the option to repurchase such securities or a right of first refusal with
respect to the transfer of such securities, provided that if the undersigned is required to file a report under Section 13 or Section
16(a) of the Exchange Act reporting a reduction in beneficial ownership of Common Shares during the Lock-Up Period, the undersigned shall
include a statement in such schedule or report describing the purpose of the transaction; (h) the establishment of a trading plan pursuant
to Rule 10b5-1 under the Exchange Act for the transfer of Lock-Up Securities, provided that (i) such plan does not provide for
the transfer of Lock-Up Securities during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange
Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such
plan, such public announcement or filing shall include a statement to the effect that no transfer of Lock-Up Securities may be made under
such plan during the Lock-Up Period; (i) the transfer of Lock-Up Securities that occurs by operation of law, such as pursuant to a qualified
domestic order or in connection with a divorce settlement, provided that the transferee agrees to sign and deliver a lock-up agreement
substantially in the form of this lock-up agreement for the balance of the Lock-Up Period, and provided further, that any filing
under Section 13 or Section 16(a) of the Exchange Act that is required to be made during the Lock-Up Period as a result of such transfer
shall include a statement that such transfer has occurred by operation of law; and (j) the transfer of Lock- Up Securities pursuant to
a bona fide third party tender offer, merger, consolidation or other similar transaction made to all holders of the Common Shares involving
a change of control (as defined below) of the Company after the closing of the Public Offering and approved by the Company’s board
of directors; provided that in the event that the tender offer, merger, consolidation or other such transaction is not completed,
the Lock-Up Securities owned by the undersigned shall remain subject to the restrictions contained in this lock-up agreement. For purposes
of clause (j) above, “change of control” shall mean the consummation of any bona fide third party tender offer, merger, amalgamation,
consolidation or other similar transaction the result of which is that any “person” (as defined in Section 13(d)(3) of the
Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d- 5 of the Exchange Act) of a majority
of total voting power of the voting stock of the Company. The undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance
with this lock-up agreement.

  

If the undersigned is an officer
or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed
or “friends and family” securities that the undersigned may purchase in the Public Offering; (ii) the Representative agrees
that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company
has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at
least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder
to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions
of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration
and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the
duration that such terms remain in effect at the time of such transfer.

 

The undersigned understands
that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering.
The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs,
legal representatives, successors and assigns.

 

The undersigned understands
that, if the Underwriting Agreement is not executed by September 14, 2020 or if the Underwriting Agreement (other than the provisions
thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Shares to be sold
thereunder, then this lock-up agreement shall be void and of no further force or effect.

 

 

 

 

 

Whether or not the Public
Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to
an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.

 

  Very truly yours,
   
  (Name – Please Print)
   
   
   
  (Signature)
   
   
   
   
   
  (Name of Signatory, in the case of entities – Please Print)
   
   
   
  (Title of Signatory, in the case of entities – Please Print)
   
  Address:   
   
     
   

 

 

 

 

 

 

 

Exhibit B

 

Form of Lock-Up Waiver

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit C

 

Form of Lock-Up Waiver Press Release

 

[COMPANY]

 

[Date]

 

[COMPANY] (the “Company”) announced
today that Aegis Capital Corp., acting as representative for the underwriters in the Company’s recent public offering of shares
of the Company’s common stock, is [waiving] [releasing] a lock-up restriction with respect to shares of the Company’s common
stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on [Date],
and the shares may be sold on or after such date.

 

This press release is not an offer or sale
of the securities in the United States or in any other jurisdiction where such offer or sale is prohibited, and such securities may not
be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit D

 

Certificate of the Company’s Chief Financial
Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit E

 

Opinion and Negative Assurance Letter of Counsel
to the Company

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT F

 

Form of Representative’s Warrant Agreement

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 3.1

 

 

SECOND AMENDED AND
RESTATED

CERTIFICATE OF INCORPORATION

OF

VOLCON, INC.

 

October 8, 2021

 

Volcon, Inc., a corporation
organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1. The name of the Corporation
is Volcon, Inc. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware
on February 21, 2020 (the “Original Certificate”) under the name Frog EPowersports, Inc.

 

2. The Original Certificate
was amended and restated by an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”),
filed with the Secretary of State of the State of Delaware on October 1, 2020.

 

3. This Second Amended
and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”), which both restates
and amends the provisions of the Amended and Restated Certificate, has been approved by the Board of Directors of the Corporation (the
Board of Directors”) in accordance with Sections 242 and 245 of the General Corporation Law of the State of
Delaware, as amended from time to time (the “DGCL”) and has been adopted by the written consent of the stockholders
of the Corporation in accordance with Section 228 of the DGCL.

 

4. This Second Amended
and Restated Certificate shall become effective on the date of filing with the Secretary of State of Delaware.

 

5. The text of the certificate
of incorporation of the Corporation, as heretofore amended, is hereby amended and restated by this Second and Amended Restated Certificate
to read in its entirety as set forth in EXHIBIT A attached hereto.

 

       
  Volcon, Inc., a Delaware corporation
     
  By:   /s/ Greg Endo
  Name:   Greg Endo
  Title:   Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

ARTICLE I.

NAME

 

The name of the corporation
is Volcon, Inc. (the “Corporation”).

 

ARTICLE II.

REGISTERED AGENT

 

The address of the Corporation’s
registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and its
registered agent at such address is Corporation Service Company.

 

ARTICLE III.

PURPOSE

 

The purpose of the Corporation
is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges
conferred upon the Corporation by law and those incidental thereto, the Corporation shall possess and may exercise all the powers and
privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

 

ARTICLE IV.

CAPITALIZATION

 

Section 4.1 Authorized
Capital Stock
. The total number of shares of all classes of capital stock, each with a par value of $0.00001 per share, which the
Corporation is authorized to issue is 105,000,000 shares, consisting of (a) 100,000,000 shares of common stock (the “Common
Stock
”), and (b) 5,000,000 shares of preferred stock (the “Preferred Stock”).

 

Section 4.2 The
designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class
of capital stock of the Corporation are as follows:

 

 

(i) General.
The voting, dividend, liquidation, and other rights and powers of the Common Stock are subject to and qualified by the rights, powers
and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the “Board
of Directors
”) and outstanding from time to time.

 

(ii) Voting.
Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote on each
matter submitted to a vote of stockholders and shall be entitled to one (1) vote for each share of Common Stock held of record by
such holder as of the record date for determining stockholders entitled to vote on such matter. Except as otherwise required by law, holders
of Common Stock, as such, shall not be entitled to vote on any amendment to this Second and Amended Restated Certificate (including any
Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or the qualifications, limitations
or restrictions thereof) or other terms of one or more outstanding series of Preferred Stock if the holders of such affected series are
entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Second and
Amended Restated Certificate (including any Certificate of Designation) or pursuant to the DGCL.

 

 

 

 

 

 

(iii) Subject
to the rights of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased
or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the
stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

 

(iv) Dividends.
Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders of Common
Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by the Board of Directors in
accordance with applicable law.

 

(v) Liquidation.
Subject to the rights and preferences of any holders of any shares of any outstanding series of Preferred Stock, in the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Corporation
that may be legally distributed to the Corporation’s stockholders shall be distributed among the holders of the then outstanding
Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.

 

 

(i) Shares
of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed
herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as
hereinafter provided.

 

(ii) Authority
is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by
filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”),
to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including
without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or
decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and
expressed in such resolutions (which shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred
Stock), all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution
or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior
or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second and Amended Restated
Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock
shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second and Amended Restated Certificate
(including any Certificate of Designation).

 

(iii) The
number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding)
by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions
of Section 242(b)(2) of the DGCL.

 

 

 

 

 

 

ARTICLE V.

BOARD OF DIRECTORS

 

Section 5.1 Board
Powers
. The business and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors. In addition
to the powers and authority expressly conferred upon the Board of Directors by statute, this Second Amended and Restated Certificate or
the Bylaws of the Corporation (“Bylaws”), the Board of Directors is hereby empowered to exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL,
this Second Amended and Restated Certificate and any Bylaws adopted by the stockholders; provided, however, that no Bylaws hereafter adopted
by the stockholders shall invalidate any prior act of the Board of Directors that would have been valid if such Bylaws had not been adopted.

 

Section 5.2 Number,
Election and Term.
 For the management of the business and for the conduct of the affairs of the Corporation it is further provided
that:

 

(a) The number of directors
which shall constitute the whole Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by
the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier
death, resignation, disqualification or removal. Directors need not be residents of the state of incorporation or stockholders of the
Corporation. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. No decrease in the number
of directors shall shorten the term of any incumbent director.

 

(b) Except as otherwise
expressly provided by the DGCL or this Second and Amended Restated Certificate, the business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors.

 

Section 5.3 Newly
Created Directorships and Vacancies.
 Subject to the special rights of the holders of one or more outstanding series of Preferred
Stock to elect directors, except as otherwise provided by law, any vacancies on the Board of Directors resulting from death, resignation,
disqualification, retirement, removal or other causes and any newly created directorships resulting from any increase in the number of
directors shall be filled exclusively by the affirmative vote of a majority of the directors then in office, even though less than a quorum,
or by a sole remaining director (other than any directors elected by the separate vote of one or more outstanding series of Preferred
Stock), and shall not be filled by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office
until the expiration of the term to which such director shall have been appointed or until his or her earlier death, resignation, retirement,
disqualification, or removal.

 

Section 5.4 Preferred
Stock – Directors
. Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the
right, voting separately as a series or separately as a class with one or more such other series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, removal and other features of such directorships shall be governed by the terms
of this Second Amended and Restated Certificate (including any Certificate of Designation). Notwithstanding anything to the contrary in
this Article V, the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition
to the number fixed pursuant to Section 5.2(a) of this Article V, and the total number of directors constituting the whole Board of Directors
shall be automatically adjusted accordingly. Except as otherwise provided in the Certificate of Designation(s) in respect of one or more
series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested
of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all such additional directors elected
by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification
or removal of such additional directors, shall forthwith terminate (in which case each such director thereupon shall cease to be qualified
as, and shall cease to be, a director) and the total authorized number of directors of the Corporation shall automatically be reduced
accordingly.

 

Section 5.5 Quorum.
A quorum for the transaction of business by the directors shall be set forth in the Bylaws.

 

 

 

 

 

 

ARTICLE VI.

BYLAWS

 

In furtherance and not
in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to adopt, amend or repeal Bylaws of the
Corporation. In addition to any vote of the holders of any class or series of stock of the Corporation required by applicable law or by
this Second Amended and Restated Certificate (including any Certificate of Designation in respect of one or more series of Preferred Stock)
or the Bylaws of the Corporation, the adoption, amendment or repeal of the Bylaws of the Corporation by the stockholders of the Corporation
shall require the affirmative vote of the holders of at least a majority the voting power of all of the then outstanding shares of
voting stock of the Corporation entitled to vote generally in an election of directors.

 

ARTICLE VII.

MEETINGS OF STOCKHOLDERS;
ACTION BY WRITTEN CONSENT

 

Section 7.1 Meetings.
Any action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting of
the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. Notwithstanding the foregoing, any
action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or separately
as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent
expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the relevant series of Preferred
Stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with the applicable
provisions of the DGCL. Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the
stockholders of the Corporation may be called, for any purpose or purposes, at any time only by or at the direction of the Board of Directors,
the Chairperson of the Board of Directors, the Chief Executive Officer or President, and shall not be called by any other person or persons.

 

Section 7.2 Advance
Notice
. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders
before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

 

ARTICLE VIII.

LIMITED LIABILITY;
INDEMNIFICATION

 

Section 8.1 Director
Liability.
 No director of the Corporation shall have any personal liability to the Corporation or its stockholders for monetary
damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not
permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article VIII, or
the adoption of any provision of the Restated Certificate inconsistent with this Article VIII, shall not adversely affect any right or
protection of a director of the Corporation with respect to any act or omission occurring prior to such amendment, repeal, modification
or adoption. If the DGCL is amended after approval by the stockholders of this Article VIII to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to
the fullest extent permitted by the DGCL as so amended.

 

Section 8.2 Indemnification
and Expenses.
 The Corporation shall have the power to provide rights to indemnification and advancement of expenses to its current
and former officers, directors, employees and agents and to any person who is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

 

 

 

 

 

ARTICLE IX.

EXCLUSIVE FORUM FOR
CERTAIN LAWSUITS

 

Section 9.1 Forum. Unless
the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery
Court
”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district
court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the
sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action,
suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation
or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or
the bylaws of the Corporation or this Second and Amended Restated Certificate (as either may be amended from time to time) or (iv) any
action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) subject to
the preceding provisions of this Article IX, the federal district courts of the United States of America shall be the exclusive forum
for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. If any action the
subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the
courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall
be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection
with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having
service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action
as agent for such stockholder. If any action the subject matter of which is within the scope of clause (b) of the immediately preceding
sentence is filed in a court other than the federal district courts of the United States of America (a “Foreign Securities Act
Action
”) in the name of any stockholder, such stockholder shall be deemed to have consented to (i) the personal jurisdiction
of the federal district courts of the United States of America in connection with any action brought in any such court to enforce clause
(b) (a “Securities Act Enforcement Action”), and (ii) having service of process made upon such stockholder in
any such Securities Act Enforcement Action by service upon such stockholder’s counsel in the Foreign Securities Act Action as agent
for such stockholder.

 

Section 9.2 Consent
to Jurisdiction.
 Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall
be deemed to have notice of and consented to this Article IX. Notwithstanding the foregoing, the provisions of this Article IX shall not
apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended, or any other claim
for which the federal courts of the United States have exclusive jurisdiction.

 

Section 9.3 Severability.
If any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable as applied
to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality
and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article IX (including,
without limitation, each portion of any sentence of this Article IX containing any such provision held to be invalid,
illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other
persons or entities and circumstances shall not in any way be affected or impaired thereby. Any person or entity purchasing or otherwise
acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions
of this Article IX.

 

 

 

 

 

 

 



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