Exhibit 1.1
UNDERWRITING AGREEMENT
July 7, 2021
Boustead Securities, LLC
6 Venture, Suite 265
Irvine, CA 92618
As Representative of the several Underwriters
named on Schedule 1 attached hereto
Ladies and Gentlemen:
The undersigned, Moving iMage
Technologies, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”)
with Boustead Securities, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”)
and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative
and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”)
as follows:
| 1. | Purchase and Sale of Shares. |
1.1 Firm
Shares.
1.1.1. Nature
and Purchase of Firm Shares.
(i) On
the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company
agrees to sell in the aggregate 4,200,000 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”),
and each Underwriter agrees to purchase, severally and not jointly, at the Closing, an aggregate of 4,200,000 shares (“Firm Shares”)
of the Common Stock.
(ii) The
Firm Shares are to be offered together to the public at the offering price per one Firm Share as set forth on Schedule 2-A hereto
(the “Purchase Price”). The Underwriters, severally and not jointly, agree to purchase from the Company the number
of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price
for one Firm Share of $2.73 (or 91% of the Purchase Price).
1.1.2. Firm
Shares Payment and Delivery.
(i) Delivery
and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the second (2nd) Business Day following the effective
date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below) (or the third
(3rd) Business Day following the Effective Date if the Registration Statement is declared effective after 4:01 p.m., Eastern
time) or at such earlier time as shall be agreed upon by the Representative and the Company, at the offices of Schiff Hardin LLP at 901
K Street, NW, Suite 700, Washington, DC 20001 (“Representative’s Counsel”), or at such other place (or remotely
by facsimile or other electronic transmission) as shall be agreed upon by the Representative and the Company. The hour and date of delivery
and payment for the Firm Shares is called the “Closing Date.”
(ii) Payment
for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Firm Shares (or through the
facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters. The Firm Shares shall be registered
in such name or names and in such authorized denominations as the Representative may request in writing prior to the Closing Date. The
Company shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Representative for all of the Firm
Shares. The term “Business Day” means any day other than a Saturday, a Sunday or a legal holiday or a day on which
banking institutions are authorized or obligated by law to close in New York, New York.
1.2. Over-allotment
Option.
1.2.1. Option
Shares. For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company
hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to 630,000
additional shares of the Common Stock (the “Option Shares”, and along with the Firm Shares, the “Shares”),
representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company. The purchase price to be paid per Option
Share shall be equal to the price per Option Share set forth in Schedule 2-A. The Shares shall be issued directly by the Company
and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred
to below. The offering and sale of the Shares is herein referred to as the “Offering.”
1.2.2. Exercise
of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as
to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Effective Date. The Underwriters
shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment
Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number
of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing
Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall
be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel or at such other place (including
remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery
and payment for the Option Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon
exercise of the Over-allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set
forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares specified in such
notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the
Option Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.
1.2.3. Payment
and Delivery. Payment for the Option Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds,
payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory to the Underwriters) representing
the Option Shares (or through the facilities of DTC or via DWAC transfer) for the account of the Underwriters. The Option Shares shall
be registered in such name or names and in such authorized denominations as the Representative may request in writing prior to the Option
Closing Date. The Company shall not be obligated to sell or deliver the Option Shares except upon tender of payment by the Representative
for applicable Option Shares.
1.3 Representative’s
Warrants.
1.3.1. Purchase
Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option (“Representative’s
Warrants”) as applicable, five-year warrants for the purchase of a number of the Firm Shares equal to 5% of the number of the
Firm Shares and Option Shares, if any, issued in the Offering, pursuant to a warrant in the form attached hereto as Exhibit A,
at an initial exercise price of $3.75 (or 125% of the public offering price per Firm Share). The Representative’s Warrants and the
Shares issuable upon exercise thereof are hereinafter referred to together as the “Representative’s Securities.”
The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring
the Representative’s Warrants and the underlying Shares during the one hundred eighty (180) days after the Effective Date and by
its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrants,
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 one hundred eighty (180) days following the Effective Date to anyone other than
(i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of the Representative
or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
1.3.2. Delivery.
Delivery of the Representative’s Warrants shall be made on the Closing Date and shall be issued in the name or names and in such
authorized denominations as the Representative may request.
2. Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below),
as of the Closing Date and as of the Option Closing Date, if any, as follows:
2.1. Filing
of Registration Statement.
2.1.1. Pursuant
to the Securities Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
a registration statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-234159), including any related prospectus
or prospectuses, for the registration of the Shares and the Representative’s Securities under the Securities Act of 1933, as amended
(the “Securities Act”), which registration statement and amendment or amendments have been prepared by the Company
in all material respects in conformity with the requirements of the Securities Act and the rules and regulations of the Commission
under the Securities Act (the “Securities Act Regulations”) and will contain all material statements that are required
to be stated therein in accordance with the Securities Act and the Securities Act Regulations. Except as the context may otherwise require,
such registration statement, as amended, on file with the Commission at the time the registration statement became effective (including
the Preliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed
as a part thereof and all information deemed to be a part thereof as of the Effective Date pursuant to paragraph (b) of Rule 430A
of the Securities Act Regulations (the “Rule 430A Information”)), is referred to herein as the “Registration
Statement.” If the Company files any registration statement pursuant to Rule 462(b) of the Securities Act Regulations,
then after such filing, the term “Registration Statement” shall include such registration statement filed pursuant
to Rule 462(b). The Registration Statement has been declared effective by the Commission on the date hereof.
Each prospectus used prior
to the effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after
such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “Preliminary Prospectus.”
The Preliminary Prospectus, subject to completion, dated May 21, 2021, that was included in the Registration Statement immediately
prior to the Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first
furnished to the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to the
“most recent Preliminary Prospectus” shall be deemed to refer to the latest Preliminary Prospectus included in the
Registration Statement.
“Applicable Time”
means 4:00 p.m., Eastern time, on the date of this Agreement.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405
of the Securities Act Regulations) relating to the Shares that is (i) required to be filed with the Commission by the Company, (ii) a
“road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed
with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because it contains
a description of the Shares or of the Offering that does not reflect the final terms, in each case in the form filed or required to be
filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).
“Issuer General
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona Fide Electronic
Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.
“Issuer Limited
Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
“Pricing Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Pricing Prospectus
and the information included on Schedule 2-A hereto, all considered together.
2.1.2. Pursuant
to the Exchange Act. The Company has filed with the Commission a Form 8-A (File Number 001-40511) providing for the registration
pursuant to Section 12(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of
the Common Stock. The registration of the Common Stock under the Exchange Act has become effective on or prior to the date hereof. The
Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act, nor has the Company received any notification that the Commission is contemplating terminating such registration.
2.2. Share
Exchange Listing. The Shares and the shares of Common Stock underlying the Representative’s Warrants have been approved
for listing on the NYSE American LLC (the “Exchange”), and the Company has taken no action designed to, or likely to
have the effect of, delisting of the Shares or the shares of Common Stock underlying the Representative’s Warrants from the Exchange,
nor has the Company received any written notification that the Exchange is contemplating terminating such listing.
2.3. No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has
issued any written order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus
or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company
has complied with each request (if any) from the Commission for additional information.
2.4. Disclosures
in Registration Statement.
2.4.1. Compliance
with Securities Act and 10b-5 Representation.
(i) Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including the prospectus
filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, and the Prospectus,
at the time each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the
Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the
Prospectus was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(ii) Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date or at any
Option Closing Date (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(iii) The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did not, does not and
will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and each Issuer Limited Use Free Writing Prospectus hereto
does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or
the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus
as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to statements made in reliance upon and in conformity with written information furnished
to the Company in writing with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the
Pricing Prospectus or the Prospectus or any amendment thereof or supplement thereto. The parties acknowledge and agree that such
information provided by or on behalf of any Underwriter consists solely of the disclosure contained in the “Underwriting”
subsections “- Commissions and Discounts,” “Underwriters’ Warrants,” “Stabilizing Transactions and
Penalty Bids,” and “Relationships” of the Prospectus (the “Underwriters’ Information”).
(iv) Neither
the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing
with the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include
an untrue statement of a material fact or omitted, omits or will 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, however, that this representation
and warranty shall not apply to the Underwriters’ Information.
2.4.2. Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the Prospectus
conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required
by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed.
Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound
or affected and (i) that is referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (ii) is
material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in
all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance
with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the
federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief
may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None
of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any
other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the
giving of notice, or both, would constitute a default thereunder, except for any default or event which would not reasonably be expected
to result in a Material Adverse Change (as defined below). To the Company’s knowledge, performance by the Company of the material
provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment,
order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or
businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and
regulations, except for any violation which would not reasonably be expected to result in a Material Adverse Change (as defined below).
2.4.3. Prior
Securities Transactions. During the past three (3) years from the date of this Agreement, no securities of the Company have been
sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control
with the Company, except as disclosed in the Registration Statement, the Pricing Disclosure Package and any Preliminary Prospectus.
2.4.4. Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal, state,
local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct in all material
respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing Disclosure Package and
the Prospectus which are not so disclosed
2.5. Changes
after Dates in Registration Statement.
2.5.1. No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the
financial position or results of operations of the Company or its Subsidiaries taken as a whole, nor any change or development that, singularly
or in the aggregate, would involve a material adverse change in or affecting the condition (financial or otherwise), results of operations,
business, or assets of the Company or its Subsidiaries taken as a whole (a “Material Adverse Change”); (ii) there
have been no material transactions entered into by the Company or its Subsidiaries, other than as contemplated pursuant to this Agreement;
and (iii) no officer or director of the Company has resigned from any position with the Company.
2.5.2. Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities or incurred
any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.
2.6. Independent
Accountants. To the knowledge of the Company, CohnReznick LLP (“Auditor”), whose report is filed with
the Commission as part of the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered
public accounting firm as required by the Securities Act and the Securities Act Regulations and the Public Company Accounting Oversight
Board. The Auditor has not, during the periods covered by the financial statements included in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such term is used in Section 10A(g) of
the Exchange Act.
2.7. Financial
Statements, etc. The financial statements, including the notes thereto and supporting schedules, if any, included
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial
position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements
have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied
throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are
not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and any supporting schedules included
in the Registration Statement present fairly in all material respects the information required to be stated therein. Except as included
therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure
Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial
information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have
been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations
and present fairly in all material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures
contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and
Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations),
and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect
on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, (a) neither the Company nor any of its subsidiaries listed in Exhibit 21.1 to the Registration Statement
(each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities
or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the
Company has not declared or paid any dividends or made any distribution of any kind with respect to its Common Stock or preferred stock
(c) there has not been any change in the capital of the Company or any of its Subsidiaries, or, other than in the course of business,
any grants under any stock compensation plan, and (d) there has not been any Material Adverse Change in the Company’s long-term
or short-term debt. The Company represents that it has no direct or indirect subsidiaries other than those listed in Exhibit 21.1
to the Registration Statement.
2.8. Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date the
adjusted capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the Pricing Disclosure
Package and the Prospectus, on the Effective Date, as of the Applicable Time and on the Closing Date and any Option Closing Date, there
will be no options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued Common Stock or any security
convertible or exercisable into Common Stock, or any contracts or commitments to issue or sell Common Stock or any such options, warrants,
rights or convertible securities.
2.9. Valid
Issuance of Securities, etc.
2.9.1. Outstanding
Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have
been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect
thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation
of the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. The Common
Stock, preferred stock, and any other securities outstanding or to be outstanding upon consummation of the Offering conform in all material
respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The offers and sales of the outstanding Common Stock were at all relevant times either registered under the Securities Act and the applicable
state securities or “blue sky” laws or, based in part on the representations and warranties of the purchasers of such shares,
exempt from such registration requirements.
2.9.2. Securities
Sold Pursuant to this Agreement. The Shares and Representative’s Warrants have been duly authorized for issuance and sale and,
when issued and paid for, 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 Representative’s Warrants 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 Representative’s Warrants has been duly and
validly taken; the Common Stock issuable upon exercise of the Representative’s Warrants have been duly authorized and reserved for
issuance by all necessary corporate action on the part of the Company and when issued in accordance with such Representative’s Warrants,
as the case may be, such Common Stock will be validly issued, fully paid and non-assessable. The Shares and the Representative’s
Warrants conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing
Disclosure Package and the Prospectus.
2.10. Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company
have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities
in a registration statement to be filed by the Company.
2.11. Validity
and Binding Effect of Agreements. This Agreement and the Representative’s Warrants have been duly and validly authorized
by the Company, and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against
the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought.
2.12. No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the
consummation by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof
and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of any agreement
or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s Certificate
of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the by-laws of the Company;
or (iii) violate any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date
hereof.
2.13. No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of any
material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument evidencing
an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company
may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in violation of any term
or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit, applicable law, rule, regulation,
judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations which would not reasonably
be expected to cause a Material Adverse Change.
2.14. Corporate
Power; Licenses; Consents.
2.14.1. Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has
all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits
of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for the absence of which would not reasonably
be expected to have a Material Adverse Change.
2.14.2. Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No
consent, authorization or order of, and no filing with, any court, government agency, the Exchange or other body is required for the valid
issuance, sale and delivery of the Shares and the consummation of the transactions and agreements contemplated by this Agreement and the
delivery of the Representative’s Warrants and as contemplated by the Registration Statement, the Pricing Disclosure Package and
the Prospectus, except with respect to applicable Securities Act Regulations, state securities laws and the rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
2.15. D&O
Questionnaires. To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”)
completed by each of the Company’s directors and officers immediately prior to the Offering (the “Insiders”)
as supplemented by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, as well as in the Lock-Up Agreement (as defined in Section 2.24
below), provided to the Underwriters, is true and correct in all material respects and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires to become materially inaccurate and incorrect.
2.16. Litigation;
Governmental Proceedings. There is no action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental
proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge,
any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.17. Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the
laws of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to qualify,
singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.
2.18. Insurance.
The Company carries or is entitled to the benefits of insurance, (including, without limitation, as to directors and officers insurance
coverage), with, to the Company’s knowledge, reputable insurers, in the amount of directors and officers insurance coverage at least
equal to $500,000 and the Company has included each Underwriter as an additional insured party to the directors and officers insurance
coverage and all such insurance is in full force and effect. The Company has no reason to believe that it will not be able (i) to
renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse
Change.
2.19. Transactions
Affecting Disclosure to FINRA.
2.19.1. Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or
any Insider with respect to the sale of the Shares hereunder or any other arrangements, agreements or understandings of the Company or,
to the Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
2.19.2. Payments
within Six (6) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons
who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect
affiliation or association with any FINRA member, within the six (6) months immediately prior to the original filing of the Registration
Statement, other than the payment to the Underwriters as provided hereunder in connection with the Offering.
2.19.3. Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates,
except as specifically authorized herein.
2.19.4. FINRA
Affiliation. To the Company’s knowledge, and except as may otherwise be disclosed in FINRA questionnaires provided to the Representative’s
Counsel, there is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company's
securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-day period
immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).
2.19.5. Information.
All information provided by the Company in its FINRA questionnaire to Representative’s Counsel specifically for use by Representative’s
Counsel in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all
material respects.
2.20. Foreign
Corrupt Practices Act. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries,
has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers
in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of
any governmental agency or instrumentality of any government (domestic or foreign) or any political party or candidate for office (domestic
or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection
with any actual or proposed transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental
litigation or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued
in the future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps
to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the
Foreign Corrupt Practices Act of 1977, as amended.
2.21. Compliance
with OFAC. None of the Company and its Subsidiaries or, to the Company’s knowledge, any director, officer, agent, employee
or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company and its Subsidiaries, is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
and the Company will not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.
2.22. Money
Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules,
regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”);
and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to the Money Laundering Laws
is pending or, to the best knowledge of the Company, threatened.
2.23. Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative’s
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.
2.24. Lock-Up
Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s officers, directors and
each owner of 5% or more of the Company’s outstanding Common Stock (or securities convertible or exercisable into Common Stock)
(collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties to deliver to the Representative
an executed Lock-Up Agreement, in a form substantially similar to that attached hereto as Exhibit B (the “Lock-Up
Agreement”), prior to the execution of this Agreement.
2.25. Subsidiaries.
All Subsidiaries of the Company are duly organized and in good standing under the laws of the place of organization or incorporation,
and each Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business requires
such qualification, except where the failure to qualify would not have a Material Adverse Change. The Company’s ownership and control
of each Subsidiary is as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
2.26. Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other
person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described
as required by the Securities Act Regulations.
2.27. Board
of Directors. The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing
Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall
composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated
thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing rules of the Exchange. At least
one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,”
as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons
serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.
2.28. Sarbanes-Oxley
Compliance.
2.28.1. Disclosure
Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company has
developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15 or 15d-15 under the Exchange
Act Regulations, and such controls and procedures are effective to ensure that all material information concerning the Company will be
made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings and other
public disclosure documents.
2.28.2. Compliance.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and has taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions of the
Sarbanes-Oxley Act.
2.29. Accounting
Controls. Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus, the Company maintains
systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act
Regulations) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the supervision
of, its respective 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, including, but not limited to, 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. Except
as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company is not aware of any material
weaknesses in its internal control over financial reporting, and, if applicable, with respect to such remedial actions disclosed in the
Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company represents that it has taken all remedial actions
set forth in such disclosure. The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been
advised of: (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial
reporting which are known to the Company’s management and that have adversely affected or are reasonably likely to adversely affect
the Company’ ability to record, process, summarize and report financial information; and (ii) any fraud known to the Company’s
management, whether or not material, that involves management or other employees who have a significant role in the Company’s internal
controls over financial reporting.
2.30. No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to register
as an “investment company,” as defined in the Investment Company Act of 1940, as amended.
2.31. No
Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the knowledge
of the Company, is imminent.
2.32. Intellectual
Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent
applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions,
trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the
Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and
the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct
of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to
any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries
has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others.
Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge
of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned
by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others
challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would
form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32,
reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to
the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent
jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action,
suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware
of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other
claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or,
to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or
otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice
of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually
or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse
Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material
respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement,
non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation
relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and
could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge,
all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The
Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other
person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and
are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects
the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained
or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge,
any of its officers, directors or employees, or otherwise in violation of the rights of any persons.
2.33. Taxes.
Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior
to the date hereof or has duly obtained extensions of time for the filing thereof, except in any case in which the failure so to file
would not reasonably be expected to cause a Material Adverse Change. Each of the Company and its Subsidiaries has paid all taxes (as hereinafter
defined) shown as due on such returns that were filed and has paid all taxes imposed on or assessed against the Company or such respective
Subsidiary, except for any such taxes that are currently being contested in good faith or as would not reasonably be expected to cause
a Material Adverse Change. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the Registration
Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, and for all periods to and including the dates of
such consolidated financial statements. Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are
currently pending) by any taxing authority in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries,
and (ii) no waivers of statutes of limitation with respect to the returns or collection of taxes have been given by or requested
from the Company or its Subsidiaries. The term “taxes” means all federal, state, local, foreign and other net income, gross
income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll,
employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments
or charges of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.
The term “returns” means all returns, declarations, reports, statements and other documents required to be filed in respect
to taxes.
2.34. ERISA
Compliance. The Company is not subject to the Employee Retirement Income Security Act of 1974, as amended, or the regulations
and published interpretations thereunder.
2.35. Compliance
with Laws. Except as otherwise disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus and as
could not, individually or in the aggregate, be expected to result in a Material Adverse Change, each of the Company and each Subsidiary,
the Company: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the services provided
by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Change; (B) has not received any warning letter, untitled letter or other correspondence or notice from any
other governmental authority alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances,
authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”);
(C) possesses all material Authorizations and such material Authorizations are valid and in full force and effect and are not in
material violation of any term of any such Authorizations; (D) has not received written notice of any claim, action, suit, proceeding,
hearing, enforcement, investigation, arbitration or other action from any governmental authority or third party alleging that any product
operation or activity is in violation of any Applicable Laws or Authorizations and has no knowledge that any such governmental authority
or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding that if brought would
result in a Material Adverse Change; (E) has not received written notice that any Governmental Authority has taken, is taking or
intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority
is considering such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material
respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or
involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement,
safety alert, post-sale warning, or other notice or action relating to the alleged lack of safety of any product or any alleged product
defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice
or action.
2.36. Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Shares and at the date
hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any
determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
2.37. Real
Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real
or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear
of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and
all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under
which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package
and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any written notice of any material
claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases
mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or
subleased premises under any such lease or sublease, which would result in a Material Adverse Change.
2.38. Contracts
Affecting Capital. There are no transactions, arrangements or other relationships between and/or among the Company, any
of its affiliates (as such term is defined in Rule 405 of the Securities Act Regulations) and any unconsolidated entity, including,
but not limited to, any structured finance, special purpose or limited purpose entity that could reasonably be expected to materially
affect the Company’s or its Subsidiaries’ liquidity or the availability of or requirements for their capital resources required
to be described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus which have
not been described or incorporated by reference as required.
2.39. Loans
to Directors or Officers. There are no outstanding loans, advances (except normal advances for business expenses in the
ordinary course of business) or guarantees or indebtedness by the Company or its Subsidiaries to or for the benefit of any of the officers
or directors of the Company, its Subsidiaries or any of their respective family members, except as disclosed in the Registration Statement,
the Pricing Disclosure Package and the Prospectus.
2.40. Industry
Data; Forward-looking statements. The statistical and market-related data included in each of the Registration Statement,
the Pricing Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes
are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.
No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained
in the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
2.41. Intentionally
omitted.
2.42. Intentionally
omitted.
2.43. Electronic
Road Show. The Company has made available a Bona Fide Electronic Road Show in compliance with Rule 433(d)(8)(ii) of
the Securities Act Regulations such that no filing of any “road show” (as defined in Rule 433(h) of the Securities
Act Regulations) is required in connection with the Offering.
2.44. Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of
Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be
used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of
the Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.
2.45. Dividends
and Distributions. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, no
Subsidiary of the Company is currently prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from
making any other distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary
from the Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the
Company.
2.46. Lending
Relationships. Except as disclosed in the Pricing Disclosure Package, Registration Statement and the Prospectus, the Company
(i) does not have any material lending or other relationship with any bank or lending affiliate of the Underwriters and (ii) does
not intend to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of
the Underwriters.
3. Covenants
of the Company. The Company covenants and agrees as follows:
3.1. Amendments
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement
to the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing.
3.2. Federal
Securities Laws.
3.2.1. Compliance.
The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 430A of the Securities Act Regulations,
and will notify the Representative promptly, and confirm the notice in writing, (i) when any post-effective amendment to the Registration
Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed; (ii) of the receipt of any
comments from the Commission; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment
or supplement to the Prospectus or for additional information; (iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing or suspending the use of any
Preliminary Prospectus or the Prospectus, or of the suspension of the qualification of the Shares and the Representative’s Warrants
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination
pursuant to Section 8(d) or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company
becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the Offering of the Shares and Representative’s
Warrants. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and
within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing
by the Commission and, in the event that it was not, it will promptly file such prospectus. The Company shall use its reasonable best
efforts to prevent the issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof
at the earliest possible moment.
3.2.2. Continued
Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act
Regulations so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and in the Registration
Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Shares is (or, but for
the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by
the Securities Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement
in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure
Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend
or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities
Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare
any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing
Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use,
furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or
supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or Representative’s
Counsel shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as
the Underwriters may reasonably request. The Company has given the Representative notice of any filings made pursuant to the Exchange
Act or the Exchange Act Regulations within 48 hours prior to the Applicable Time. The Company shall give the Representative notice of
its intention to make any such filing from the Applicable Time until the later of the Closing Date and the exercise in full or expiration
of the Over-allotment Option specified in Section 1.2 hereof and will furnish the Representative with copies of the related
document(s) a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document
to which the Representative or counsel for the Underwriters shall reasonably object.
3.2.3. Exchange
Act Registration. Until three years after the date of this Agreement, the Company shall use its commercially reasonable efforts to
maintain the registration of the Common Stock under the Exchange Act.
3.2.4. Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior consent of the Representative, it shall not make any offer
relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing
prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433;
provided that the Representative shall be deemed to have consented to each Issuer General Use Free Writing Prospectus set forth
in Schedule 2-B. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented
to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule 433, and that
it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the
Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus there
occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with
the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted
or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at
that subsequent time, not misleading, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its
own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
3.2.5. Testing-the-Waters
Communications. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs
an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances existing at that subsequent time, not misleading, the Company shall promptly notify the Representative and shall promptly
amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or
omission.
3.3. Delivery
to the Underwriters of Registration Statements. The Company has delivered or made available or shall deliver or make available
to the Representative and Representative’s Counsel, without charge, signed copies of the Registration Statement as originally filed
and each amendment thereto (including exhibits filed therewith) and signed copies of all consents and certificates of experts, and upon
request will also deliver to the Underwriters, without charge, a conformed copy of the Registration Statement as originally filed and
each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment thereto
furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.
3.4. Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company hereby
consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter, without
charge, during the period when a prospectus relating to the Shares is (or, but for the exception afforded by Rule 172, would be)
required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter
may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
3.5. Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its commercially reasonable efforts to cause the
Registration Statement covering the issuance of the shares of Common Stock underlying the Representative’s Warrants to remain effective
with a current prospectus for at least nine (9) months after the Applicable Time, and shall notify the Representative immediately
and confirm the notice in writing: (i) of the cessation of the effectiveness of the Registration Statement and any amendment thereto;
(ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening, of any proceeding for that purpose;
(iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the shares
underlying the Representative’s Warrants for offering or sale in any jurisdiction or of the initiation, or the threatening, of any
proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment or supplement to the
Registration Statement or Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission;
and (vi) of the happening of any event during the period described in this Section 3.5 that, in the judgment of the Company,
makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure Package or the Prospectus untrue or
that requires the making of any changes in (a) the Registration Statement in order to make the statements therein not misleading,
or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. If the Commission or any state securities commission shall enter a stop order or suspend such
qualification at any time, the Company shall make every reasonable effort to obtain promptly the lifting of such order.
3.6. Review
of Financial Statements. For a period of three (3) years after the date of this Agreement, the Company, at its expense,
shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial
statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
3.7. Listing.
The Company shall use its commercially reasonable efforts to maintain the listing of the Shares and the shares of Common Stock underlying
the Representative’s Warrant on the Exchange for at least three (3) years from the date of this Agreement.
3.8. Intentionally
omitted.
3.9. Reports
to the Representative.
3.9.1. Periodic
Reports, etc. For a period of three (3) years after the date of this Agreement, the Company shall furnish or make available
to the Representative copies of such financial statements and other periodic and special reports as the Company from time to time furnishes
generally to holders of any class of its securities and also furnish or make available to the Representative: (i) a copy of each
periodic report the Company shall be required to file with the Commission under the Exchange Act and the Exchange Act Regulations; (ii) a
copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company;
(iii) a copy of each Form 8-K prepared and filed by the Company; (iv) a copy of each registration statement filed by the
Company under the Securities Act; and (v) such additional documents and information with respect to the Company and the affairs of
any future subsidiaries of the Company as the Representative may from time to time reasonably request; provided the Representative
shall sign, if requested by the Company, a Regulation FD compliant confidentiality agreement which is reasonably acceptable to the Representative
and Representative’s Counsel in connection with the Representative’s receipt of such information. Documents filed with the
Commission pursuant to its EDGAR system shall be deemed to have been delivered to the Representative pursuant to this Section 3.9.1.
3.9.2. Transfer
Agent; Transfer Sheets. For a period of three (3) years after the date of this Agreement, the Company shall retain a transfer
agent and registrar acceptable to the Representative (the “Transfer Agent”) and shall furnish to the Representative
at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may reasonably
request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Corporate Stock Transfer, LLC is
acceptable to the Representative to act as Transfer Agent for the Common Stock.
3.9.3. Trading
Reports. For a period of six (6) months after the date hereof, during such time as the Shares are listed on the Exchange, the
Company shall provide to the Representative, at the Company’s expense, such reports published by the Exchange relating to price
trading of the Shares, as the Representative shall reasonably request.
3.10. Payment
of Expenses
3.10.1. General
Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any,
to the extent not paid at 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 communication expenses relating to the registration of the Shares to be sold
in the Offering (including the Over-allotment Option) with the Commission; (b) all Public Filing System filing fees associated with
the review of the Offering by FINRA; (c) all fees, expenses and disbursements relating to the registration, qualification or exemption
of the Shares under the securities laws of such foreign jurisdictions as the Representative may reasonably designate; (d) the costs
associated with receiving commemorative mementos and lucite tombstones; (e) fees and expenses of the Representative’s Counsel;
and (f) the Underwriters’ “road show” expenses for the Offering, with all of the Underwriters’ actual out-of-pocket
expenses under sub-sections 3.10.1(d)-(f) not to exceed $100,000. The Representative may deduct from the net proceeds of the Offering
payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company
to the Underwriters; provided, however, that in the event that the Offering is terminated, the Company agrees to reimburse
the Underwriters pursuant to Section 8.3 hereof.
3.10.2. Non-accountable
Expenses. The Company further agrees that, in addition to the expenses payable pursuant to Section 3.10.1, on the Closing
Date it shall pay to the Representative, by deduction from the net proceeds of the Offering contemplated herein, a non-accountable expense
allowance equal to two percent (2.0%) of the gross proceeds received by the Company from the sale of the Firm Shares.
3.11. Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with
the application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.
3.12. Delivery
of Earnings Statements to Security Holders. The Company shall make generally available to its security holders as soon
as practicable, but not later than the first day of the fifteenth (15th) full calendar month following the date of this Agreement,
an earnings statement (which need not be certified by independent registered public accounting firm unless required by the Securities
Act or the Securities Act Regulations, but which shall satisfy the provisions of Rule 158(a) under Section 11(a) of
the Securities Act) covering a period of at least twelve (12) consecutive months beginning after the date of this Agreement.
3.13. Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or shareholders has taken or shall take, directly or indirectly,
any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange
Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.
3.14. Internal
Controls. Except to the extent disclosed in the Registration Statement, Pricing Disclosure Package and Prospectus, the
Company shall maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions
are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary
in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
3.15. Accountants.
As of the date of this Agreement, the Company has retained an independent registered public accounting firm reasonably acceptable to the
Representative, and the Company shall continue to retain a nationally recognized independent registered public accounting firm for a period
of at least three (3) years after the date of this Agreement. The Representative acknowledges that the Auditor is acceptable to the
Representative.
3.16. FINRA.
For a period of ninety (90) days from the later of the Closing Date or the Option Closing Date, the Company shall advise the Representative
(who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any
beneficial owner of 5% or more of any class of the Company's securities or (iii) any beneficial owner of the Company's unregistered
equity securities which were acquired during the 180 days immediately preceding the filing of the original Registration Statement is or
becomes an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance with the rules and
regulations of FINRA).
3.17. No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in a fiduciary
capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering and the other transactions
contemplated by this Agreement.
3.18. Company
Lock-Up. The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative,
it will not, for a period of three hundred sixty-five (365) days after the date of this Agreement (the “Lock-Up Period”),
(i) 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, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock
of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file
or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company (other than pursuant to a
registration statement on Form S-8 for employee benefit plans); or (iii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction
described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of capital stock of the Company or such
other securities, in cash or otherwise. The restrictions contained in this section shall not apply to (i) the Shares and the Representative’s
Warrants and shares underlying the Representative’s Warrants to be sold hereunder; and (ii) the issuance by the Company of
Common Stock upon the exercise of an outstanding option or warrant or the conversion of a security outstanding on the date hereof or disclosed
in the Registration Statement and the Pricing Disclosure Package.
3.19. Release
of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive the restrictions set
forth in the Lock-Up Agreements described in Section 2.24 hereof for an officer or director of the Company and provides the
Company with notice of the impending release or waiver at least three (3) Business Days before the effective date of the release
or waiver, 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 (2) Business Days before the effective date of the release or waiver.
3.20. Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify
the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as
the Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of the
Shares; provided, however, that the Company shall not be obligated to file any general consent to service of process or
to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself
to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
3.21. Reporting
Requirements. The Company, during the period when a prospectus relating to the Shares is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed with the Commission
pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations. Additionally, the Company
shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act Regulations.
4. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Shares, as provided herein, shall
be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof and as of each
of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant
to the provisions hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:
4.1. Regulatory
Matters.
4.1.1. Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m., Eastern
time, on the date of this Agreement or such later date and time as shall be consented to in writing by you, and, at each of the Closing
Date and any Option Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,
contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information. The
Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within the time frame
required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information shall
have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.
4.1.2. FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of
compensation allowable or payable to the Underwriters as described in the Registration Statement.
4.1.3. Exchange
Share Market Clearance. On the Closing Date, the Firm Shares shall have been approved for listing on the Exchange, subject only to
official notice of issuance. On the first Option Closing Date (if any), the Option Shares shall have been approved for listing on the
Exchange, subject only to official notice of issuance.
4.2. Company
Counsel Matters.
4.2.1. Closing
Date Opinions of Counsels. On the Closing Date, the Representative shall have received the favorable opinion of Manatt, Phelps &
Phillips LLP, counsel for the Company, in form and substance reasonably satisfactory to Representative’s Counsel addressed to the
Representative and stating that such opinions may be relied upon by Representative’s Counsel.
4.2.2. Option
Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have received the favorable opinions
of Manatt, Phelps & Phillips LLP, counsel for the Company, dated the Option Closing Date, addressed to the Representative and
in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements made by
such counsel in their opinions delivered on the Closing Date.
4.2.3. Reliance.
In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of the
United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified in such
opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of other counsel
reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to the extent they
deem proper, on certificates or other written statements of officers of the Company and officers of departments of various jurisdictions
having custody of documents respecting the corporate existence or good standing of the Company, provided that copies of any such
statements or certificates shall be delivered to Representative’s Counsel if requested.
4.3. Comfort
Letters.
4.3.1. Cold
Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter containing statements and information
of the type customarily included in accountants’ comfort letters with respect to the financial statements and certain financial
information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, addressed to the Representative
and in form and substance satisfactory in all respects to you and to the Auditor, dated as of the date of this Agreement.
4.3.2. Bring-down
Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received from the Auditor
a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect that the Auditor reaffirms the statements
made in the letter furnished pursuant to Section 4.3.1, except that the specified date referred to shall be a date not more
than three (3) Business Days prior to the Closing Date or the Option Closing Date, as applicable.
4.4. Officers’
Certificates.
4.4.1. Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date and any Option Closing Date
(if such date is other than the Closing Date), of its Chief Executive Officer, its President and its Chief Financial Officer stating that
(i) such officers have carefully examined the Registration Statement, the Pricing Disclosure Package, any Issuer Free Writing Prospectus
and the Prospectus and, in their opinion, the Registration Statement and each amendment thereto, as of the Applicable Time and as of the
Closing Date (or any Option Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other
than the Closing Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such
date is other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as
of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since the effective
date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment to the Registration
Statement, the Pricing Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation,
as of the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of
the Company in this Agreement are true and correct in all material respects (except for those representations and warranties qualified
as to materiality, which shall be true and correct in all respects and except for those representations and warranties which refer to
facts existing at a specific date, which shall be true and correct as of such date) and the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing Date
if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited financial
statements included or incorporated by reference in the Pricing Disclosure Package, a Material Adverse Change.
4.4.2. Secretary’s
Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative shall have received a certificate
of the Company signed by the Secretary of the Company, dated the Closing Date or the Option Date, as the case may be, respectively, certifying:
(i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that
the resolutions of the Company’s Board of Directors (and any pricing committee thereof) relating to the Offering are in full force
and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its
counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate
shall be attached to such certificate.
4.5. No
Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there shall have
been no Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the Company from
the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;
(ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider
before or by any court or federal or state commission, board or other administrative agency wherein an unfavorable decision, ruling or
finding may reasonably be expected to cause a Material Adverse Change, except as set forth in the Registration Statement, the Pricing
Disclosure Package and the Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor
shall have been initiated or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and
the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein
in accordance with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements
of the Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the
Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
4.6. Delivery
of Agreements.
4.6.1. Lock-Up
Agreements. On or before the date of this Agreement, the Company shall have delivered to the Representative executed copies of the
Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.
4.7. Additional
Documents. At the Closing Date and at each Option Closing Date (if any) Representative’s Counsel shall have been
furnished with such documents and opinions as they may require for the purpose of enabling Representative’s Counsel to deliver an
opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any
of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares and
the Representative’s Warrants as herein contemplated shall be satisfactory in form and substance to the Representative and Representative’s
Counsel.
5. Indemnification.
5.1. Indemnification
of the Underwriters.
5.1.1. General.
Subject to the conditions set forth below, the Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each
of its and their respective directors, officers, members, employees, representatives, partners, shareholders, affiliates, counsel, and
agents and each person, if any, who controls any such Underwriter within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act (collectively the “Underwriter Indemnified Parties,” and each an “Underwriter Indemnified
Party”), against any and all loss, liability, claim, damage and expense whatsoever (including but not limited to any and all
legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened,
or any claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between
any of the Underwriter Indemnified Parties and any third party, or otherwise) to which they or any of them may become subject under the
Securities Act, the Exchange Act or any other statute or at common law or otherwise or under the laws of foreign countries (a “Claim”),
arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained, or the omission or alleged
omission therefrom of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in (A) the Registration Statement, the Pricing Disclosure Package, any Preliminary Prospectus,
the Prospectus, or in any Issuer Free Writing Prospectus or in any Written Testing-the-Waters Communication (as from time to time each
may be amended and supplemented); (B) any materials or information provided to investors by, or with the approval of, the Company
in connection with the marketing of the Offering, including any “road show” or investor presentations made to investors by
the Company (whether in person or electronically); or (C) any application or other document or written communication (in this Section 5,
collectively called “application”) executed by the Company or based upon written information furnished by the Company in any
jurisdiction in order to qualify the Shares and Representative’s Warrants under the securities laws thereof or filed with the Commission,
any state securities commission or agency, the Exchange or any other national securities exchange; unless, with respect to each
subsection (A) through (C), such statement or omission was made in reliance upon, and in conformity with, the Underwriters’
Information. With respect to any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement,
Pricing Disclosure Package or Prospectus, the indemnity agreement contained in this Section 5.1.1 shall not inure to the benefit
of any Underwriter Indemnified Party to the extent that any loss, liability, claim, damage or expense of such Underwriter Indemnified
Party results from the fact that a copy of the Prospectus was not given or sent to the person asserting any such loss, liability, claim
or damage at or prior to the written confirmation of sale of the Shares to such person as required by the Securities Act and the Securities
Act Regulations, and if the untrue statement or omission has been corrected in the Prospectus, unless such failure to deliver the Prospectus
was a result of non-compliance by the Company with its obligations under Section 3.3 hereof. The Company also agrees that
it will reimburse each Underwriter Indemnified Party for all reasonable fees and expenses (including but not limited to any and all legal
or other expenses reasonably incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, whether arising out of any action between any of the Underwriter Indemnified Parties and the Company or between any
of the Underwriter Indemnified Parties and any third party, or otherwise) (collectively, the “Expenses”), and further
agrees wherever and whenever possible to advance payment of Expenses as they are incurred by an Underwriter Indemnified Party in investigating,
preparing, pursuing or defending any Claim.
5.1.2. Procedure.
If any action is brought against an Underwriter Indemnified Party in respect of which indemnity may be sought against the Company pursuant
to Section 5.1.1, such Underwriter Indemnified Party shall promptly notify the Company in writing of the institution of such
action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the approval
of such Underwriter Indemnified Party (which approval shall not be unreasonably withheld)) and payment of actual expenses if an Underwriter
Indemnified Party requests that the Company do so. Such Underwriter Indemnified Party shall have the right to employ its or their own
counsel in any such case, and the fees and expenses of such counsel shall be at the expense of the Company and shall be advanced by the
Company; provided, however, that the Company shall not be obligated to bear the reasonable fees and expenses of more than
one firm of attorneys selected by the Underwriter Indemnified Party (in addition to local counsel). Notwithstanding anything to the contrary
contained herein, and provided that the Company has timely honored its obligations under Section 5, the Underwriter Indemnified
Party shall not enter into any settlement without the prior written consent (which shall not be unreasonably withheld) of the terms of
any settlement by the Company ,. The Company shall not be liable for any settlement of any action effected without its prior written consent
(which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the Underwriters
(which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to
terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may be sought
hereunder (whether or not such Underwriter Indemnified Party is a party thereto) unless such settlement, compromise, consent or termination
(i) includes an unconditional release of each Underwriter Indemnified Party, acceptable to such Underwriter Indemnified Party, from
all liabilities, expenses and claims arising out of such action for which indemnification or contribution may be sought and (ii) does
not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Underwriter Indemnified
Party.
5.2. Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the foregoing indemnity
from the Company to the several Underwriters, as incurred, but only with respect to such losses, liabilities, claims, damages and expenses
(or actions in respect thereof) which arise out of or are based upon untrue statements or omissions, or alleged untrue statements or omissions
made in the Registration Statement, any Preliminary Prospectus, the Pricing Disclosure Package or Prospectus or any amendment or supplement
thereto or in any application, in reliance upon, and in conformity with, the Underwriters’ Information. In case any action shall
be brought against the Company or any other person so indemnified based on any Preliminary Prospectus, the Registration Statement, the
Pricing Disclosure Package or Prospectus or any amendment or supplement thereto or any application, and in respect of which indemnity
may be sought against any Underwriter, such Underwriter shall have the rights and duties given to the Company, and the Company and each
other person so indemnified shall have the rights and duties given to the several Underwriters by the provisions of Section 5.1.2.
The Company agrees promptly to notify the Representative of the commencement of any litigation or proceedings against the Company or any
of its officers, directors or any person, if any, who controls the Company within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, in connection with the issuance and sale of the Shares or in connection with the Registration
Statement, the Pricing Disclosure Package, the Prospectus, or any Issuer Free Writing Prospectus or any Written Testing-the-Waters Communication.
5.3. Contribution.
If the indemnification provided for in this Section 5 shall for any reason be unavailable to or insufficient to hold harmless an
indemnified party under Section 5.1 or 5.2 in respect of any liabilities and Expenses referred to therein, then each indemnifying
party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result
of such liabilities and Expenses, (i) in such proportion as shall be appropriate to reflect the relative benefits received by the
Company, on the one hand, and each of the Underwriters, on the other hand, from the Offering, 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 matters as to which such liabilities or Expenses relate, 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, with respect to such Offering shall
be deemed to be in the same proportion as the total net proceeds actually received by the Company from the Offering of the Shares purchased
under this Agreement (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions actually
received by the Underwriters in connection with the Offering, in each case as set forth in the table on the cover page of the Prospectus.
The relative fault of the Company, on the one hand, and the Underwriters, on the other, shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the 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, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement, omission, act or failure to act; provided
that the parties hereto agree that the written information furnished to the Company through the Representative by or on behalf of any
Underwriter for use in any Preliminary Prospectus, any Registration Statement or the Prospectus, or in any amendment or supplement thereto,
consists solely of the Underwriters’ Information. The Company and the Underwriters agree that it would not be just and equitable
if contributions pursuant to this subsection (d) 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 into account the equitable considerations referred
to above in this subsection (d). Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of
the Securities Act shall be entitled to contribution from a party who was not guilty of such fraudulent misrepresentation.
5.4. Limitation.
The Company also agrees that no Underwriter Indemnified Party shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Underwriter Indemnified Party
pursuant to this Agreement, the transactions contemplated thereby or any Underwriter Indemnified Party’s actions or inactions in
connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding
that liabilities (and related Expenses) of the Company have resulted from such Underwriter Indemnified Party’s fraud, bad faith,
gross negligence or willful misconduct in connection with any such advice, actions, inactions or services or such Underwriter Indemnified
Party’s breach of this Agreement or any obligations of confidentiality owed to the Company.
5.5. Survival &
Third-Party Beneficiaries. The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 5
shall remain in full force and effect regardless of any termination of, or the completion of any Underwriter Indemnified Party’s
services under or in connection with, this Agreement. Each Underwriter Indemnified Party’s is an intended third-party beneficiary
of this Section 5, and has the right to enforce the provisions of Section 5 as if he/she/it was a party to this Agreement.
6. Default
by an Underwriter.
6.1. Default
Not Exceeding 10% of Firm Shares or Option Shares. If any Underwriter or Underwriters shall default in its or their obligations
to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares
or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option
Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall
be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.
6.2. Default
Exceeding 10% of Firm Shares or Option Shares. In the event that the default addressed in Section 6.1 relates
to more than 10% of the Firm Shares or Option Shares, you may in your discretion arrange for yourself or for another party or parties
to purchase such Firm Shares or Option Shares to which such default relates on the terms contained herein. If, within one (1) Business
Day after such default relating to more than 10% of the Firm Shares or Option Shares, you do not arrange for the purchase of such Firm
Shares or Option Shares, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another
party or parties satisfactory to you to purchase said Firm Shares or Option Shares on such terms. In the event that neither you nor the
Company arrange for the purchase of the Firm Shares or Option Shares to which a default relates as provided in this Section 6,
this Agreement will automatically be terminated by you or the Company without liability on the part of the Company (except as provided
in Sections 8.3 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided,
however, that if such default occurs with respect to the Option Shares, this Agreement will not terminate as to the Firm Shares;
and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other
Underwriters and to the Company for damages occasioned by its default hereunder.
6.3. Postponement
of Closing Date. In the event that the Firm Shares or Option Shares to which the default relates are to be purchased by
the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, you or the Company shall have the right
to postpone the Closing Date or Option Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days,
in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the
Prospectus or in any other documents and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement,
the Pricing Disclosure Package or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The
term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like
effect as if it had originally been a party to this Agreement with respect to such Firm Shares or Option Shares.
7. Reserved.
8. Effective
Date of this Agreement and Termination Thereof.
8.1. Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered
counterparts of such signatures to the other party.
8.2. Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic or
international event or act or occurrence has materially disrupted, or in your opinion will in the immediate future materially disrupt,
general securities markets in the United States; or (ii) if trading on the New York Share Exchange or the Nasdaq Share Market LLC
shall have been suspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required by FINRA or by order of the Commission or any other government authority having jurisdiction;
or (iii) if the United States shall have become involved in a new war or an increase in major hostilities; or (iv) if a banking
moratorium has been declared by a New York State or federal authority; or (v) if a moratorium on foreign exchange trading has been
declared which materially adversely impacts the United States securities markets; or (vi) if the Company shall have sustained a material
loss by fire, flood, accident, hurricane, earthquake, theft, sabotage or other calamity or malicious act which, whether or not such loss
shall have been insured, will, in your opinion, make it inadvisable to proceed with the delivery of the Firm Shares or Option Shares;
or (vii) if the Company is in material breach of any of its representations, warranties or covenants hereunder; or (viii) if
the Representative shall have become aware after the date hereof of such a Material Adverse Change, or such adverse material change in
general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or
delivery of the Shares or to enforce contracts made by the Underwriters for the sale of the Shares.
8.3. Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters, pursuant to Section 6.2
above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions
thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual and accountable out-of-pocket
expenses related to the transactions contemplated herein then due and payable up to the amounts set forth in Section 3.10.1
and upon demand the Company shall pay such amount thereof to the Representative on behalf of the Underwriters; provided, however,
that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the
foregoing, any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance
with FINRA Rule 5110(g)(4)(A).
8.4. Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement, and whether
or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and shall
not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part hereof.
8.5. Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation
made by or on behalf of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors
or any person controlling the Company or (ii) delivery of and payment for the Shares.
9. Miscellaneous.
9.1. Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), personally delivered or sent by email transmission and confirmed and shall be deemed given
when so delivered or email and confirmed or if mailed, two (2) days after such mailing.
If to the Representative:
Boustead Securities, LLC
6 Venture, Suite 265
Irvine, CA 92618
Attn: Keith Moore
Email: keith@boustead1828.com
With a copy (which shall not constitute notice) to:
Schiff Hardin LLP
901 K Street, NW, Suite 700
Washington, DC 20001
Attention: Ralph V. De. Martino, Esq.
Fax No: (202) 724-6848
If to the Company:
Moving iMage Technologies, Inc.
17760 Newhope Street
Fountain Valley, California 92075
Attn: President
Email: [●]
With
a copy (which shall not constitute notice) to:
Manatt, Phelps & Phillips, LLP
695 Town Center Drive, 14th Floor
Costa Mesa, California 92626
Attn: Thomas J. Poletti and Katherine J. Blair
Email: TPoletti@manatt.com; KBlair@manatt.com
9.2. Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning
or interpretation of any of the terms or provisions of this Agreement.
9.3. Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.
9.4. Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection
with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof. Notwithstanding
anything to the contrary set forth herein, it is understood and agreed by the parties hereto that all other terms and conditions of that
certain engagement letter between the Company and Representative dated as of June 15, 2020 shall remain in full force and effect.
9.5. Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective successors,
legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors and assigns”
shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.
9.6. Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any
action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced in the New
York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction
and that such courts represent an inconvenient forum. Any such process or summons to be served upon the Company may be served by transmitting
a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 9.1 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action,
proceeding or claim. The Company agrees that the prevailing party(ies) in any such action shall be entitled to recover from the other
party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection
with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its Shareholders
and affiliates) and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all
right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
9.7. Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement,
and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other
parties hereto. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient
delivery thereof.
9.8. Waiver, etc.
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed
to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or
non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the
party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment
shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
[Signature Page Follows]
If the foregoing correctly
sets forth the understanding between the Underwriters and the Company, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between us.
| |
Very truly yours, |
| |
|
| |
|
| |
Moving iMage Technologies, Inc. |
| |
|
| |
By: |
/s/ Phil Rafnson |
| |
|
Name: Phil Rafnson |
| |
|
Title: President and Chief Executive Officer |
Confirmed as of the date first written above mentioned, on behalf of
itself and as Representative of the several Underwriters named on Schedule 1 hereto:
| |
Boustead Securities, LLC |
|
| |
|
|
| |
|
|
| |
By: |
/s/ Keith Moore |
|
| |
|
Name: Keith Moore |
|
| |
|
Title: CEO |
|
SCHEDULE 1
| Underwriter | |
Total
Number
of
Firm
Shares
to be
Purchased | | |
Number of
Additional
Option Shares
to be
Purchased if the
Over-
Allotment
Option is
Fully Exercised | |
| Boustead Securities, LLC | |
| 4,200,000 | | |
| 630,000 | |
| | |
| | | |
| | |
| TOTAL | |
| 4,200,000 | | |
| 630,000 | |
SCHEDULE 2-A
Pricing Information
Number of Firm Shares: 4,200,000
Number of Option Shares: 630,000
Public Offering Price per Firm Share: $3.00
Public Offering Price per Option Share: $3.00
Underwriting Discount per Firm Share: $0.27
Underwriting Discount per Option Share: $0.27
Non-Accountable Expense Allowance per Firm Share: $0.06
Non-Accountable Expense Allowance per Option Share: $0.06
SCHEDULE 2-B
Issuer General Use Free Writing Prospectuses
| 1. | IPO Presentation dated January 2020 filed with the Commission on January 14, 2020. |
| 2. | Letter to stockholders of NLM Holding, Co. dated January 24, 2020 filed with the Commission on January 24, 2020 and
posted by the Commission on January 27, 2020. |
| 3. | IPO Presentation dated July 2020 filed with the Commission on July 20, 2020 |
| 4. | IPO Presentation dated October 2020 filed with the Commission on October 6, 2020. |
| 5. | IPO Presentation dated June 2021 filed with the Commission on June 15, 2021. |
SCHEDULE 2-C
Written Testing-the-Waters Communications
None
SCHEDULE 3
List of Lock-Up Parties
Phil Rafnson
Bevan Wright
Jose Delgado
David Richards
Glenn H and Inamaria Sherman Living Trust dated May 26, 2006
Jerry Van de Rydt
Tom Lipiec
Frank Tees
EXHIBIT A
Form of Representative’s Warrant
EXHIBIT B
Form of Lock-Up Agreement
EXHIBIT C
Form of Press Release
