RTRP PDF Dumps 2022

Killexams RTRP PDF dumps includes latest syllabus of Registered Tax Return Preparer Practice exam with up-to-date exam contents | Actual Questions

RTRP PDF Dump Detail

RTRP PDF Exam Dumps and VCE


Our products includes RTRP PDF and VCE;

  • PDF Exam Questions and Answers : RTRP PDF Dumps contains complete pool of RTRP Questions and answers in PDF format. PDF contains actual Questions with August 2022 updated Registered Tax Return Preparer Practice dumps that will help you get high marks in the actual test. You can open PDF file on any operating system like Windows, MacOS, Linux etc or any device like computer, android phone, ipad, iphone or any other hand held device etc. You can print and make your own book to read anywhere you travel or stay. PDF is suitable for high quality printing and reading offline.
  • VCE Exam Simulator 3.0.9 : Free RTRP Exam Simulator is full screen windows app that is like the exam screen you experience in actual test center. This sofware provide you test environment where you can answer the questions, take test, review your false answers, monitor your performance in the test. VCE exam simulator uses Actual Exam Questions and Answers to take your test and mark your performance accordingly. When you start getting 100% marks in the exam simulator, it means, you are ready to take real test in test center. Our VCE Exam Simulator is updated regularly. Latest update is for August 2022.

IRS RTRP PDF Dumps

We offer IRS RTRP PDF Dumps containing actual RTRP exam questions and answers. These PDF Exam Dumps are very useful in passing the RTRP exams with high marks. It is money back guarantee by killexams.com

Real IRS RTRP Exam Questions and Answers

These RTRP questions and answers are in PDF files, are taken from the actual RTRP question pool that candidate face in actual test. These real IRS RTRP exam QAs are exact copy of the RTRP questions and answers you face in the exam.

IRS RTRP Practice Tests

RTRP Practice Test uses the same questions and answers that are provided in the actual RTRP exam pool so that candidate can be prepared for real test environment. These RTRP practice tests are very helpful in practicing the RTRP exam.

IRS RTRP PDF Dumps update

RTRP PDF Dumps are updated on regular basis to reflect the latest changes in the RTRP exam. Whenever any change is made in actual RTRP test, we provide the changes in our RTRP PDF Dumps.

Complete IRS RTRP Exam Collection

Here you can find complete IRS exam collection where PDF Dumps are updated on regular basis to reflect the latest changes in the RTRP exam. All the sets of RTRP PDF Dumps are completely verified and up to date.

Registered Tax Return Preparer Practice PDF Dumps

Killexams.com RTRP PDF exam dumps contain complete question pool, updated in August 2022 including VCE exam simulator that will help you get high marks in the exam. All these RTRP exam questions are verified by killexams certified professionals and backed by 100% money back guarantee.


Exam Code: RTRP Practice test 2022 by Killexams.com team
RTRP Registered Tax Return Preparer Practice

The Registered Tax Return Preparer Test (RTRP) focuses on the ethical responsibilities of federal tax return preparers and the completion of the Form 1040 series returns including basic related schedules and forms. The test specifications below are intended to provide guidance on the content of the RTRP test. The examples provided within each item are not all inclusive of what may be tested in a given area. All efforts have been made to develop mock test based on general tax rules covered in IRS publications, forms and instructions rather than exceptions found only in the Internal Revenue Code or Income Tax Regulations.

Domain 1 – Preliminary Work and Collection of Taxpayer Data
1. Review prior years return for accuracy, comparison, and carryovers for current year return.
2. Collect taxpayers biographical information (e.g., date of birth, age, marital status, citizenship, dependents).
3. Determine filing status.
4. Determine all sources of taxable and non-taxable income (e.g., wages, interest, business, sale of property, dividends, rental income, income from flow-through entities, alimony, government payments, and pension distributions).
5. Determine applicable adjustments to gross income (e.g., self-employed health insurance, self-employment tax, student loan interest deduction, alimony paid, tuition, and fees deduction).
6. Determine standard deduction and Schedule A itemized deductions (e.g., state and local tax, real estate tax, cash contributions, non-cash contributions, unreimbursed employee expense, medical expense, and mortgage interest).
7. Determine applicable credits (e.g., Earned Income Tax Credit, child tax credit, education, retirement savings, dependent and childcare credit).
8. Understand tax payments (e.g., withholding, estimated payments).
9. Recognize items that will affect future returns (e.g., carryovers, depreciation).
10. Determine special filing requirements (e.g., presidentially declared disaster areas).
11. Determine filing requirements (including extensions and amended returns).
12. Understand due dates, including extensions.
13. Determine personal exemptions, including dependents.
14. Determine qualifying child/relative tests for Earned Income Credit.

Domain 2 – Treatment of Income and Assets
A. Income
1. Taxability of wages, salaries, tips, and other earnings (e.g., W-2 Wage and Tax Statement, cash).
2. Interest income (taxable and non-taxable) (e.g., Schedule B and 1099-INT).
3. Dividend income (e.g., Schedule B and 1099-DIV).
4. Self-employment income and expenses (e.g., Schedule C Profit or Loss From Business and Form 1099-MISC Miscellaneous Income, cash).
5. Rental income and expenses (e.g., Schedule E Supplemental Income and Loss).
6. Identification of forgiveness of debt as income (including Form 1099-C Cancellation of Debt).
7. Other income (e.g., alimony, barter income, hobby income, non-taxable combat pay, state income tax refund from prior years, prizes).
B. Retirement income
1. Reporting requirements of Social Security benefits (e.g., Form SSA-1099 Social Security Benefit Statement).
2. Taxable distribution from an IRA including basis in an IRA (e.g., Form 8606 Non-deductible IRAs).
3. Distributions from qualified plans (e.g., 401k, IRA, Roth IRA).
4. Required minimum distributions from retirement plans.
C. Property, real and personal
1. Short-term and long-term capital gains and losses (e.g., Schedule D Capital Gains and Losses, Form 1099-B Proceeds from Broker and Barter Exchange Transactions).
2. Determination of basis of assets (e.g., purchased, gifted, or inherited).
3. Sale of non-business assets (gains or losses).
4. Sale of a principal residence (e.g., IRC 121 exclusions, 1099S Proceeds From Real Estate Transactions).
D. Adjustments to income
1. Self-employment tax (e.g., Schedule SE Self-Employment Tax).
2. Tuition and fees (e.g., Form 8917 Tuition and Fees Deduction, Form 1098T Tuition Statement).
3. Eligible Moving expenses (e.g., Form 3903 Moving Expenses).
4. Other adjustments to income (e.g., IRA contribution deduction).

Domain 3 – Deductions and Credits
A. Itemized deductions
1. Medical and dental expenses.
2. State, local, and real estate taxes.
3. Mortgage interest expense (e.g., Form 1098 Mortgage Interest Statement).
4. Charitable contributions (e.g., cash, non-cash, Form 8283 Non-Cash Charitable Contributions).
5. Miscellaneous itemized deductions (including deductions subject to 2% AGI Limit).
6. Employee travel, transportation, education, and entertainment expenses (e.g., Form 2106-EZ and Form 2106 Unreimbursed Employee Business Expenses).
B. Credits
1. Child and dependent care credit (e.g., Form 2441 Child and Dependent Care Expenses).
2. Child Tax Credit and Additional Child Tax Credit (e.g., Form 8812, Additional Child Tax Credit).
3. Education credits (e.g., Form 8863 Education Credits (American Opportunity and Lifetime Learning Credits), Form 1098T Tuition Statement).
4. Earned Income Tax Credit (EITC) (e.g., Schedule EIC Earned Income Credit, Form 8867 Paid Preparers Earned Income Credit Checklist).
5. Retirement savings contribution credit (e.g., Form 8880 Credit for Qualified Retirement Savings Contributions).

Domain 4 – Other Taxes
1. Alternative Minimum Tax (e.g., Form 6251 Alternative Minimum Tax).
2. Early distributions from retirement plans (e.g., Form 5329 Additional Tax on Qualified Plans).
3. Self-employment tax (e.g., Schedule SE Self-Employment Tax).
4. Unreported Social Security and Medicare tax (e.g., Form 4137 Social Security and Medicare Tax on Unreported Tip Income).
5. Repayment of first-time homebuyer credit (including Form 5405 First-Time Homebuyer Credit and Repayment of the Credit).

Domain 5 – Completion of the Filing Process
1. Check return for completeness and accuracy.
2. Explain and review tax return.
3. Explain record-keeping requirements to the taxpayer.
4. Discuss significance of signatures (e.g., joint and several liability, penalty of perjury, Form 8879 IRS e-file Signature Authorization).
5. Understand tax preparer's responsibilities related to rejected electronic returns.
6. Understand timeframe for submitting electronic returns (e.g., Form 8879 taxpayer signature and date prior to submission).
7. Understand payment options (e.g., check, direct debit, EFTPS, credit card, installment agreement-Form 9465).
8. Understand estimated tax payment requirements (e.g., potential for penalties, Form 1040-ES Estimated Tax).
9. Understand refund options (e.g., Form 8888 Allocation of Refund).

Domain 6 – Practices and Procedures
1. Penalties to be assessed by the IRS against a preparer for negligent or intentional disregard of rules and regulations, and for a willful understatement of liability (e.g., IRC 6694(a), IRC 6694(b)).
2. Appropriate use of Form 8867 Paid Preparers Earned Income Credit Checklist and related penalty for failure to exercise due diligence (e.g., IRC 6695(g)).
3. Furnishing a copy of a return to a taxpayer (e.g., IRC 6695(a)).
4. Signing returns and furnishing identifying (PTIN) numbers (e.g., IRC 6695(b), IRC 6695(c)).
5. Rules for the return preparer for keeping copies and/or lists of returns prepared (e.g., IRC 6695(d)).
6. Compliance with e-file procedures (e.g., timing of taxpayer signature, timing of filing, recordkeeping, prohibited filing with pay stub).
7. Completion and use of Form 2848 Power of Attorney and Declaration of Representative and Form 8821 Tax Information Authorization.
8. Safeguarding taxpayer information (e.g., Publication 4600 Safeguarding Taxpayer Information, Quick Reference Guide for Business, IRC 7216).

Domain 7 – Ethics
Circular 230 Subparts A, B, and C (excluding D, E), covering courses including, but not limited to, the following:
1. Preparers due diligence for accuracy of representations made to clients and IRS; reliance on third-party work products (Circular 230, section 10.22).
2. What constitutes practice before the IRS and categories of individuals who may practice (Circular 230, sections 10.2(a)(4) and 10.3).
3. Limits on practice by a registered tax return preparer (Circular 230, section 10.3(f)).
4. Requirement to furnish information to IRS upon request (Circular 230, section 10.20).
5. Prompt disposition of matters before the IRS (Circular 230, section 10.23).
6. Prohibition on receiving assistance from or providing assistance to disciplined practitioners (Circular 230, section 10.24).
7. Rules regarding fees, including contingent fees (Circular 230, section 10.27).
8. Rules in dealing with clients, including return of client records, conflicts of interest, advising on omissions and errors, solicitation (including advertising), and negotiation of taxpayer refund checks (Circular 230, sections 10.21, 10.28, 10.29, 10.30, and 10.31).
9. Due diligence standards with respect to tax returns and other documents; standards for signing, advising positions on returns and advising submissions of other documents; advising on penalties; good faith reliance on client information; reasonable inquiries regarding incomplete, inconsistent, incorrect information (Circular 230, sections 10.34 and 10.35).
10. Responsibility of individual(s) who have principal authority over a firms tax practices (Circular 230, section 10.36).
11. Incompetence and disreputable conduct that can result in disciplinary proceedings (Circular 230, sections 10.51 and 10.52).
12. Sanctions that may be imposed under Circular 230 (Circular 230, sections 10.50 and 10.60).

Registered Tax Return Preparer Practice
IRS Registered Free PDF
Killexams : IRS Registered Free PDF - BingNews https://killexams.com/pass4sure/exam-detail/RTRP Search results Killexams : IRS Registered Free PDF - BingNews https://killexams.com/pass4sure/exam-detail/RTRP https://killexams.com/exam_list/IRS Killexams : Internal Revenue Service (IRS)

What Is the Internal Revenue Service (IRS)?

The Internal Revenue Service (IRS) is a U.S. government agency responsible for the collection of taxes and enforcement of tax laws (such as the wash sale rule). Established in 1862 by then-President Abraham Lincoln, the agency operates under the authority of the U.S. Department of the Treasury, and its primary purpose is the collection of individual income taxes and employment taxes. The IRS also handles corporate, gift, excise, and estate taxes.

As of November 2021, the head of the IRS is Commissioner Charles P. Rettig, who was nominated to the post by then-President Donald Trump in 2018. He oversees a workforce of about 80,000 and a budget of more than $11 billion. A graduate of New York University, Rettig is the first commissioner since the 1990s to come to the job from a career in tax law rather than business management.

Key Takeaways

  • Founded in 1862, the Internal Revenue Service (IRS) is a U.S. federal agency responsible for the collection of taxes and enforcement of tax laws.
  • Most of the work of the IRS involves income taxes, both corporate and individual; it processed nearly 240 million tax returns in 2020.
  • More than 94% of tax returns were filed electronically in 2020.
  • After peaking in 2010, IRS audits have been on the decline each year.

How the Internal Revenue Service Works

Headquartered in Washington, D.C., the IRS services the taxation of all American individuals and companies. For fiscal year (FY) 2020 (Oct. 1, 2019, through Sept. 30, 2020), it processed more than 240 million income tax returns and other forms. During that period, the IRS collected more than $3.5 trillion in revenue and issued more than $736 billion in tax refunds (which included $268 billion in economic impact payments due to the COVID-19 pandemic).

Individuals and corporations have the option to file income tax returns electronically, thanks to computer technology, software programs, and secure internet connections. The number of income tax returns that use e-file has grown steadily since the IRS began the program, and the overwhelming majority are now filed this way. During FY 2020, nearly 94.3% of all individual returns made use of the e-file option. By comparison, only about 40 million out of nearly 131 million returns, or nearly 31%, used it in 2001.

As of October 2021, just over 112 million taxpayers received their refunds through direct deposit rather than by a traditional paper check, and the average direct-deposited amount was $2,851.

Although the IRS recommends filing tax returns electronically, it does not endorse any particular platform or filing software.

The IRS and Audits

As part of its enforcement mission, the IRS audits a select portion of income tax returns every year. For FY 2020, the agency audited 509,917 tax returns. This number breaks down to 0.63% of individual income tax returns and 1.0% of corporate tax returns. Around 72.6% of IRS audits occurred through correspondence, while 27.4% happened in the field. 

After rising to a peak in 2010, the number of audits has dropped steadily each year. The amount of funding set aside for tax enforcement has declined by about 30% from 2010 to 2020, which indicates that even fewer audits should occur.

Reasons for an IRS audit vary, but some factors may increase the odds of an examination. Chief among them is higher income. In 2020, the audit rate for all individual income tax returns was 0.63%. However, for someone who made more than $10 million, it was 9.8%.

Running your own business also carries greater risks. Individuals making $200,000 to $1 million in 2018 who didn’t file Schedule C (the form for the self-employed) had a 0.6% chance of being audited, vs. 1.4%—basically double—for those who did.

Other red flags for an audit include failing to declare the right amount of income, claiming a higher-than-normal amount of deductions (especially business-related ones), making disproportionately large charitable donations compared to income, and claiming rental real estate losses. No single factor determines who does or does not face an IRS audit each year.

How to Interface with the IRS

By mail

There are numerous ways to contact the IRS. If you are filing a tax return by mail, your state of residence and whether or not you are expecting a tax refund will determine the address that you should use. There is a list on the IRS website. If you are sending an application or a payment, there is also a list on the IRS website of mailing addresses depending on your purpose.

By phone or online

Individuals who want assistance can phone (800) 829-1040, Monday through Friday, 7 a.m. to 7 p.m. Eastern time (ET), and there are other toll-free numbers for businesses and other purposes. However, it can take some doing to reach an real person. CPA Amy Northard has helpfully decoded the process on her blog, and it involves a lengthy series of responses you must make to automated questions. Investopedia has vetted it for accuracy. For online assistance for a variety of questions, use the Interactive Tax Assistant on the IRS website.

In person

You can also set up an in-person appointment by phone at your local IRS office. The IRS website has a locator page into which you merely type your ZIP code to get the office location and phone number.

Paying Your Taxes

You can pay your taxes to the IRS through an electronic transfer of funds from your bank account or by using a debit or credit card. Other methods include a same-day bank wire or an electronic funds withdrawal at the time that you e-file your return. If you are a business, or if you are making a large payment, you can use the Electronic Federal Tax Paying System, but you must first enroll in it.

If you are not paying electronically, you have other options. You can mail in a personal check, cashier’s check, or money order. Make it payable to “U.S. Treasury,” and be sure that it contains the following information:

  • Your name and address
  • Daytime phone number
  • Social Security number (the SSN shown first if it’s a joint return) or employer identification number
  • Tax year
  • Related tax form or notice number

You may pay in cash if you wish, you may, but never send cash through the mail. Instead, make an in-person appointment at an IRS Taxpayer Assistance Center by calling (844) 545-5640, Monday through Friday, 7 a.m. to 7 p.m. ET. You should call 30 to 60 days before the day when you want to pay.

You can also pay cash at one of the IRS Retail Partners: 7-Eleven, ACE Cash Express, Casey’s General Stores, CVS Pharmacy, Family Dollar, Dollar General, Walgreens, Pilot Flying J, Speedway, Kum & Go, Stripes, Royal Farms, GoMart, and Kwik Trip. This involves first getting a payment code sent to you by the IRS via email, which you must present when making your payment. There is a limit of $1,000 per payment.

When was the IRS first established?

The IRS was established in 1862 by then-President Abraham Lincoln, who instituted an income tax to pay for the Civil War. The tax was repealed in 1872, revived in 1894, and declared unconstitutional by the U.S. Supreme Court in 1895. In 1913, the 16th Amendment to the U.S. Constitution reinstated the federal income tax.

What is the best way to file my tax return?

It’s best to file your taxes electronically, which 94.3% of taxpayers did in 2020. You can still file a paper return by mail, but doing so will delay your receipt of any refund.

How can I pay my taxes?

The most popular way to pay your taxes is by electronic transfer, either directly from your bank account or through a debit or credit card. However, you can also pay by check or money order, and you can even pay in person—using cash if you wish.

How likely is it that the IRS will audit my taxes?

In 2020, the audit rate for individual tax returns was 0.63%. However, your chances go up if you make big bucks. The 2020 rate for people making $10 million or more was 9.8%. However, no one single factor determines whether or not the IRS will audit you.

Tue, 14 Apr 2015 23:34:00 -0500 en text/html https://www.investopedia.com/terms/i/irs.asp
Killexams : How to Find the Best Tax Preparer for You

Slightly more than half of U.S. taxpayers use paid preparers, according to data from the Internal Revenue Service (IRS). If you regularly turn to a tax pro to prepare your return—or if you have recently decided that you want to work with one—here are some tips for finding the right person for your tax situation. 

Key Takeaways

  • There are several types of paid tax preparers, but all must have a current ID number from the Internal Revenue Service (IRS).
  • The higher the preparer’s level of credentials, the more they are likely to charge.
  • Only certain types of preparers can represent you before the IRS if you are audited.

Types of Tax Return Pros

You can have anyone—your uncle, your neighbor, or your best friend—prepare your tax return. But if you pay for this service, the person must be registered with the IRS and have a current preparer tax identification number (PTIN), an IRS number issued annually to qualified preparers.

Eligible paid preparers fall into the following categories depending on their education, certification by professional organizations, and continuing education requirements:

  • Attorneys: These professionals have earned a law degree and passed a bar exam. They are licensed by states or state bar associations to practice law and are subject to continuing education requirements and a code of ethics. 
  • CPAs: Certified public accountants have passed the Uniform CPA Examination and are licensed by state boards of accountancy; they also have continuing education requirements. Some CPAs specialize in tax preparation and planning.
  • Enrolled agents: Enrolled agents (EAs) have passed a three-part Special Enrollment Examination demonstrating competency in federal taxation and are licensed by the IRS. They must complete 72 hours of continuing education every three years.
  • Annual filing season program participants: This voluntary program recognizes tax return preparers who are not attorneys, CPAs, or enrolled agents. Participants have completed an IRS program and obtained continuing education in preparation for a specific tax year.
  • PTIN holders: These individuals have an active PTIN, but they don’t have professional credentials or participate in the annual filing season program. They are not subject to any oversight by a state, a professional board, or the IRS, and they have no authority to represent clients before the IRS (except for returns that they prepared and filed before Dec. 31, 2015).

The IRS has an online directory of preparers with PTINs. It includes attorneys, CPAs, enrolled agents, and annual filing season program participants, but not preparers with a PTIN and no other credentials. You can search for a preparer by credentials, ZIP code, and distance from you—or confirm a tax preparer’s credentials.

Enrolled retirement plan agents and enrolled actuaries are other preparers with PTINs. These experts typically don’t prepare consumer tax returns, although they are included in the IRS directory.

Storefront preparers such as H&R Block and Liberty Tax often employ an array of tax professionals, primarily enrolled agents, CPAs, and attorneys. If you visit one of these preparers, you will likely be assigned to an individual whose skills align with the complexity of your return.

How Much Does a Tax Preparer Cost?

The more credentialed the person who prepares your return is, the more you can expect to pay. As a general rule, you’ll pay the highest fees to attorneys, followed by CPAs and then enrolled agents. Annual filing season program participants and preparers without any special designations charge the lowest fees.

If you make less than $73,000 a year, you can use the IRS’s Free File Program, which lets you prepare and file your federal income tax online for free.

Fees vary considerably across the country, depending on the type of preparer and the nature of your return—such as whether you run a sole proprietorship requiring a Schedule C, have complex investment transactions, or own multiple rental properties.

Most preparers charge a flat fee per return. According to the National Society of Accountants, the average fee in 2020 to prepare Form 1040 with the standard deduction was $220, and $323 with itemizing on Schedule A. The amount that you pay increases if you add schedules. For example, the average fee in 2020 was $42 for Schedule B, $192 for Schedule C, $118 for Schedule D, and $145 for Schedule E.

Which Type of Tax Preparer Is Best?

Cost is only one factor in choosing a preparer. Depending on your situation, certain other considerations may be important. That includes whether you might want the preparer to represent you if the IRS raises any questions concerning your return. These are some general guidelines for each type of preparer.

  • Attorneys: It is best to use an attorney for cutting-edge tax issues that may require litigation. Using an attorney is also advisable if any issues may involve criminal activity, because disclosures by a client to an attorney are generally privileged.
  • CPAs: CPAs are trained to handle complex tax matters and special issues, such as delinquent returns. They represent clients through all levels of IRS interaction, including audits and appeals within the IRS. However, there is only limited privilege between a CPA and a client for federal taxes, and the privilege does not cover matters disclosed for tax return preparation. If a CPA suspects criminal issues, they may bring in an attorney for further disclosure.
  • Enrolled agents: These professionals can handle most tax matters. They have unlimited representation rights before the IRS and can represent clients during IRS audits and appeals. They, too, have limited privilege concerning federal tax matters.
  • Annual season program participants: These individuals can prepare your tax return but have very limited rights to practice before the IRS. They can only represent a client in interactions with IRS agents and customer service representatives.
  • PTIN Holders: Any other preparer with a PTIN can be appropriate for simple returns that don’t involve any complex tax issues. A client can give them authority to discuss items on the return with the IRS, but this type of preparer cannot represent a taxpayer in IRS audits and appeals.

Avoid any preparer who plans to charge you based on the size of your tax refund.

Red Flags

When you’ve decided what type of preparer to use, make sure to steer clear of anyone who may be unscrupulous or could create problems for you. If the IRS suspects that a preparer’s actions are shady, their clients’ returns may be subject to special review. Some tip-offs of suspicious behavior:

  • Charging based on the size of a tax refund: This violates the code of ethics to which preparers must adhere.
  • Offering to cash refund checks for you: Preparers are subject to penalties for doing this, and merely making an offer to handle refund checks is a red flag. 
  • Preparing returns without asking you for documentation: Signing off on a return without seeing documentation is illegal.
  • Guaranteeing refunds, or at least no tax liability, without reference to your real situation.

Paid tax preparers are required by law to sign your return and provide their PTIN, so be sure that your preparer signs on the dotted line. Also, review the tax return before signing, and never sign a blank or incomplete return. Pay close attention to the routing and bank account numbers to ensure your refund goes to the right place (i.e., your bank account—not the preparer’s).

If you have any concerns, check with the Better Business Bureau to learn about complaints against a particular preparer. Also, check for complaints against CPAs with the appropriate state board of accountancy; for attorneys, consult their state bar association.

If a tax preparer’s misconduct or improper tax preparation practices has financially impacted you, you can make a complaint with the IRS.

Can you report a tax preparer for misconduct?

Yes. According to the Internal Revenue Service (IRS), “Most tax return preparers are professional, honest and trustworthy. However, the IRS is committed to investigating those who act improperly.” You can report a tax return preparer for misconduct, such as:

  • Filing a return without your knowledge or consent
  • Altering your tax return documents
  • Using an incorrect filing status to get a larger refund
  • Using false exemptions or dependents to get a larger refund
  • Adjusting income to get a larger refund
  • Creating false expenses, deductions, or credits to get a larger refund
  • Misdirecting your refund

Who is allowed to prepare tax returns?

Anyone can help you prepare your tax return. However, if you’re paying someone for this service, they must be registered with the IRS and have an active preparer tax identification number (PTIN). Attorneys, certified public accountants (CPAs), and enrolled agents have unlimited representation rights before the IRS. This means that they can represent you on any tax matters, including audits, payment and collection issues, and appeals.

Annual filing season program participants and PTIN holders with no professional credentials can prepare your taxes. However, they have limited representation rights regarding audits, appeals, and collection issues.

Should tax preparers e-file returns?

Yes. The IRS has processed more than 1.2 billion e-filed individual tax returns since electronic filing began in the 1980s. According to the IRS, “It’s the safest and most accurate way to file.” Per Section 6011(e)(3) of the Internal Revenue Code, paid preparers who reasonably expect to file more than 11 returns in the year are required to file electronically. If a tax preparer does not offer to e-file, it could be a red flag that they don’t prepare many tax returns (i.e., they have limited experience).

The Bottom Line

To make the best use of your preparer’s time—and to keep your bill to a minimum—be sure to gather all the information you need and make a list of your questions before you meet.

If you’ve worked with a preparer and your return is ready to submit, make sure that the preparer’s PTIN and signature are included and that you receive a copy for your files.

Thu, 20 Dec 2018 08:02:00 -0600 en text/html https://www.investopedia.com/articles/personal-finance/022516/how-find-best-tax-preparer-you.asp
Killexams : Hoosiers could see mailed tax refund checks as early as next week

Hoosiers who still haven’t received their $125 Automatic Taxpayer Refund can expect to see checks in a matter of weeks, state officials said.

Folks across the state should also see the $200 payment approved during the special legislative session arrive soon, too.

After a paper shortage delayed the first round of checks by several weeks, all paper needed for printing has now been received, meaning checks can start going out as early as next week, said Emily Boesen, a spokesperson for the state auditor’s office.

The state agency is expected to receive data from the Indiana Department of Revenue later this week, listing recipients who did not receive their payments via direct deposit. Once that data is available, checks can be printed starting on Aug. 15.

There are roughly 1.7 million checks to print, Boesen said. The state aims to have all checks printed by early October.

The auditor’s office has the capacity to print 50,000 of those per day. They take 24 to 48 hours to go through the mail process.

For all qualifying taxpayers who have not already received their $125, the two checks will be combined into one, Boesen said. Individual taxpayers will receive $325 while married couples filing jointly will get $650 checks.

“By combining the checks into one, we are able to save roughly 1 million dollars,” she told the Indiana Capital Chronicle.

Anyone who qualifies for the $125 refund will receive the additional $200, although Boesen said there will be some Hoosiers who qualify for only the $200 check. In those cases, individuals will only receive one check.

Boesen said the Indiana Department of Revenue “will be working out the logistics” on those who only qualify for one check.

Indiana taxpayers who received the original taxpayer refund by direct deposit will also get the existing payment that way. The Indiana DOR is handling direct deposit and bank information. The auditor’s office is only responsible for providing physical checks to those who qualify.

State officials asked Hoosiers to hold their questions about the payments until Nov. 1, when payment processing is expected to be completed.

The Indiana Capital Chronicle is an independent, not-for-profit news organization that covers state government, policy and elections.

Please enable JavaScript to view this content.

Tue, 09 Aug 2022 07:40:00 -0500 Casey Smith, Indiana Capital Chronicle en-US text/html https://www.ibj.com/articles/hoosiers-could-see-mailed-tax-refund-checks-as-early-as-next-week
Killexams : How to publish ebooks on Amazon Kindle and Apple's Books using a Mac

AppleInsider is supported by its audience and may earn commission as an Amazon Associate and affiliate partner on qualifying purchases. These affiliate partnerships do not influence our editorial content.

You have all the tools to create books on a Mac, and get them on sale on both Amazon Kindle and Apple Books. Here's what you need to do.

Kindles and iPads are great for studying anything on, even if that anything is just a report you've written for work. If you simply need to step away from your desk to concentrate on studying something, you can AirDrop a PDF or any document to your iPad, or you can email the same to your Kindle.

If you want to do more than that, though, if you want to make a more formatted ebook and sell it, you need to concentrate on three areas.

So this is a complete guide to creating and formatting books, to formatting and preparing them, and to all the stages of publishing. The processes change and develop over time, so to certain of telling you exactly what you can do and what you have to do, AppleInsider did it too.

Following every step described here, the "AppleInsider iOS 15 Tip Book" was published is now live on Apple Books and Amazon Kindle. Check out for yourself exactly what the result of these processes are — and along the way, learn much more about iOS 15 too.

  1. Writing
  2. Design and distribution
  3. Promotion

This is the same for all books, but if you're writing for a publisher, you can at least hope that they will handle the promotion. It becomes more important that you do promotion if, say, you want to sell a book directly on your website without using Amazon or Apple, but it's always part of the process.

And one important thing about the process. Start it now. Writing the book is going to take the longest time, but it is startling how long and how fiddly it is to upload your very first ebook to either Apple or Amazon Kindle.

You can't finish the job until you've finished the book, but you can create an account, fill out tax details, and so on.

Writing the book

We're not going to tell you how to write a book. You know that it's one word after another, and whatever process you have, however quick or slow it might be, the writing is entirely up to you.

What's not up to you is what you do with that writing when you're done. You must end up with a copy of your complete manuscript in one document — and it has to be in one of just a few certain formats.

There's Pages, for example, which is free, already on your Mac, and from which you can publish directly into Apple Books. Also, since the end of Apple's iBooks Author app, has been made ever stronger for writing and publishing ebooks.

If Apple prefers Pages then, similarly, Kindle prefers Microsoft Word. It will take other formats, and there are reasons to use PDF instead, but it is geared up for Word — and will keep telling you so.

Of course, though, you can write in Pages and then export your text in Word format. Amazon need never know that you haven't taken out a year's subscription to Word just to save one document.

And it's not as if Pages is some second choice, some lesser option. Pages is particularly good for ebooks because it contains writing and imaging tools that especially easy to use, leaving you able to concentrate on your text.

Only, if you are going to write in a different Mac word processor and then export to Word format, you could also look at the $50 Scrivener app, for example. This is a particularly fine writing tool that uses its own format as you write, but it can make a Word document at the end.

Book and book publishing apps

So you can write and publish a book using just the Pages app that comes on your Mac, or Word, or Scrivener, and one key reason to do so is that these may be very familiar apps to you. They may be the apps you always use to write, and the fact that you can use them to make your book is a bonus and a boon.

However, there are alternatives, there are more specialist tools that you can use making books, not for writing them first. They tend to be worth it most when you're doing many books, but they also remove a lot of the friction that both Apple Books and Amazon Kindle can throw at you.

Kindle Create for Mac is free and it can make publishing simpler, but it's not the best Mac app you've ever seen.

One option is Kindle Creator for Mac, which is a free download. It takes a Word document that you create in Word, Pages, Scrivener or anything else, and then prepares Kindle files.

If you've been using Macs for a long time, however, you won't like this app. Kindle Create for Mac will take you back in time to how Macintosh software used to be, especially Macintosh software ported over from Windows. It is not pretty, it is clunky, but it makes a book document that you can then readily upload to Amazon.

It's no use when you want to upload to Apple Books, but Vellum is.

Vellum is a Mac-only book production tool that offers only limited designs, but those designs are excellent, and the app does make producing books so simple that it's a pleasure.

Plus it produces ebooks for Apple Books, Kindle, Nook, and more.

The latest Vellum 3.3.1 has a free trial download, costs $200 to produce any number of ebooks you want, or $250 for any number of ebooks and print books.

It's not a casual purchase, and if you are just doing one book for your family, it isn't worth it.

Yet as well as producing gorgeously simple book designs, Vellum also feels like it skips over some problems that you get when creating books straight out of Pages or Word. AppleInsider created a new book specifically so this article could detail the latest steps and requirements, and there were unexpected problems.

Everything was solved and all of the solutions are here, but for a time the big mystery was why there had been any difficulty at all when last time, it was so easy. The answer was that last time we just used Vellum.

Using Pages to write an book

Nonetheless, not only do you already have Pages, but it is a far better app for actually writing text. You can write in apps like Vellum, but really just to make adjustments and corrections. For writing the whole book, Pages has the tools to make writing longform text much easier and better.

Before you've written the first word of your magnum opus, for instance, be sure to use Pages' Styles feature. Styles let you say that okay, right now this bit of text is a small subheading, but then later on change your mind and make it a chapter heading instead.

Truly, it is a pain writing a line of text and then clicking on the Format button, choosing a style from the list, then going back to writing the next sentence. But it's worth it later if, for any reason, you want to make any change.

If you've used Styles then any change of mind means one change in the book. One click in, say, the first heading and you can then change it to a different font, layout, or size, and simultaneously change every heading in the entire book.

Plus Pages does speed up the process, a little.

If you type a chapter heading, then through the Format pane tell Pages that it is indeed a chapter heading, all you have to do next is hit Return. Pages knows that the next line after a heading is likely to be regular or body copy, so it switches you to that style.

Automatic Table of Contents in Pages

There is a tremendous feature in Pages by which, if you have used Styles, the app can automatically create a contents page for you. It's superb for when you're sending someone the Pages document.

And surprisingly, it's not very good for Apple Books, either.

Apple Books ought to pick up the Table of Contents (TOC) from your Pages document, but it doesn't. Not unless you ignore the Pages TOC feature and instead use the related bookmarks and links tools instead.

This is related in that, just as with the regular Pages TOC, it depends on you having used Styles to define what's a chapter heading and what's not. It just isn't as fast as the automatic TOC.

Making a contents page from bookmarks

  1. Click in a chapter heading.
  2. Click on the Documents icon at top right
  3. Then choose Bookmarks
  4. Click Add Bookmark

This creates a bookmark, a link pointing to this heading in this chapter. You then go through every chapter, or any other heading you want included in the TOC, and do exactly the same.

Once you've been through the whole book, you go back to the top, start a new page, and build up the TOC there.

  1. Write all of the chapter titles onto the page
  2. Select the first one
  3. Right-click and choose Add Link
  4. Choose Bookmark
  5. From the Bookmark dropdown, choose the one you want

There's no Done button, you just click away from the Bookmark dropdown when you've chosen the bookmark you want for this heading.

And then you go through doing exactly the same thing for each line in your contents page.

What you end up with is a list of chapters, where you can click on any of the and jump to that part of your book. This is what you need, because this is what will survive the move to Apple Books.

Making hard choices about the Table of Contents

You want a TOC. Amazon Kindle will actually warn you during the uploading process if you don't have one, but Contents handling is more of a dark art than it should be.

The Apple Books version made out of bookmarks won't cut it for Kindle, and nor will one created using Pages's own built-in TOC generator. In theory, the way to get a Kindle TOC is to use a form of bookmarks and links, but in practice unless you are actually going to edit the book in Microsoft Word, it's not reliable.

What is reliable for getting Kindle to show a TOC is to upload in PDF instead of Word, but don't do it. Even Kindle's automated process will throw up its hands and say fine, upload PDF if you must, but it will not look good.

Or rather, it might be okay with a book like a novel that has only straight text. When the formatting is in any way complex or you need to include images, then PDF will work but it will look horrible.

In the short term, it's better to not have a table of contents in the Kindle book than to put up with how a PDF upload results in image problems and altered page breaks.

Plus an ebook created in Pages with proper Styles and a TOC at the start - whether by the Pages feature or bookmarks and links - will show a contents page on Kindle. You just won't be able to tap to move to different chapters.

It's a good thing that people tend to read many books from start to finish, rather than skipping around. And it's a very good thing that Kindle remembers where you were when you last left off reading.

Images in Pages

Speaking of images, they are hard to do very well on Kindle, but they're useful - and they look great on Apple Books. And also in the Kindle app on iPad or iPhone, where they can be shown in their full color and full resolution.

There is also an important Pages feature to do with images, too. Again, if you're writing a novel with just straight text, you can probably ignore this, but for any book that requires illustrations, learn how Pages handles them.

That is partly so that you can see how you can drag an image to resize it, or how for instance you can paste an image inside some text.

But it's more significant than that. If you drag an enormous image into Pages and then drag to reduce it down to a smaller size, you will get what looks like a smaller image.

It will be the size you want on the page, it will go where you drag it. But it will only look like a smaller image.

In reality, it is still that enormous original — it is still occupying the same space that it did when you first dragged it in. This adds up, and it means you can get a Pages document that is far too large for what it needs to be.

Neither Amazon nor Apple will object if you upload a large file, but that uploading will take longer and it's possible that certain automated processes will, too.

So when you've got all of your images in place in your Pages document, go to the File menu and choose Reduce File Size... There are many options here, but the basic defaults will get you a Pages document that looks the same, publishes the same, yet is a much smaller file.

Be sure to use File, Reduce File Size in Pages before you upload

Frontmatter and book details

Frontmatter is the name for everything written that goes before the main text in your book, so introductions and forewords, for instance. You just write the frontmatter as you would any other part of the book, but it's also best to keep a copy separately as you will use some of this information later in the process.

The most prominent example of this is the ISBN. You do not have to register your book and get an ISBN from Bowker in the US, but what that number does is say you are the publisher.

Without it, Amazon or Apple effectively becomes the publisher. It may make no practical difference, but keep ownership yourself and get an ISBN.

A single ISBN costs $125, or you can buy 10 for $295. If you do an ebook now and a paperback later, you'll need a separate ISBN for each.

Note that if you are going to have one, you need to get it before you are ready to upload the book to Apple or Amazon. Apple is clear that it will solely let you enter your ISBN the first time you setup the book, whereas Amazon looks to be more forgiving, at least letting you complete many other sections before entering it.

Similarly, just for ease of setting up, also write the rest of the book's details before you submit to the store. We'll take you through the steps to submit books to Kindle and Amazon shortly but you will make it an easier ride if you prepare these in advance:

  • Book Title
  • Subtitle (Optional)
  • Edition Number (Optional)
  • Primary Author or Contributor
  • Contributors (Optional)
  • Description
  • Keywords

You'll spend longest on the description and the keywords, although you can come back to edit those at any point, even after publication.

Don't get this wrong or you'll have a lot of angry co-authors

It's best to have thought of these things and written them in advance because it will take you a time, and when they're pre-written, you so swiftly go through the publishing processing copying-and-pasting.

There are some points you might want to wait until you are at the right stage in the submission, such as the publishing rights, the pricing, and the release date.

WIth publishing rights, you're saying whether you have the rights to publish this book because it's yours, or because it is in the public domain and therefore free. Typically the best release date is right now, as soon as possible.

That's because, frankly, no one's going to see it just because it appears on Kindle and Apple Books. There are too many books, and there are too many new ones.

So you can let the book come out immediately, knowing that it won't be noticed until you start promoting it. Let the book come out as fast as possible, then when you're ready with, say, a related website, start announcing the book as having been released.

Designing the cover

Every ebook has to have a cover and every ebook, paperback and hardback, faces the same core challenge. It has to be attractive, but it also has to be recognizable when seen as a tiny thumbnail in the Amazon Kindle or Apple Books stores.

Other than that, Apple and Amazon treat covers differently, and there are good and bad choices you can make.

Apple Books covers

If you don't do something to stop it, Apple Books will take the first page of your Pages document and make that be your book's cover. Trust us: do something to stop it.

Even if you have dragged a perfect image onto page 1 of your Pages document, and painstakingly figured out the right sizes to have it look the very best it can on your screen, Apple can ignore you. The front page does become the front cover, but it might be inset so that the final cover is actually white with a small image in the center.

So for Apple Books, prepare a separate cover image. Do it in any image editor you like, and we recommend 1,873 pixels high by 1,400 pixels wide.

That would be a good size for a regular paperback book, so it also looks good on a typical ebook. You can have different sized paperbacks which require different size covers, but if you know you need something different for your ebook, you probably know what it is.

Save the cover image in PNG format and keep it ready to upload when you get to the stage of submitting books to Apple and Amazon.

Amazon Kindle covers

Amazon Kindle has the extra concern that hardware Kindles display the cover in grayscale. So now your cover has to look nice in color full size and thumbnail on Amazon's website, but also good in monochrome and as a thumbnail on Kindle devices.

Kindle also requires the cover to be a separate file, you don't get the option to automatically use the first page. In this case, though, Amazon requires you to save the cover in JPEG or TIFF format.

Amazon does also offer a Cover Generator. With a few clicks, a cover can be produced for you using various existing templates and styles.

Even if you defied the odds and happened to find a cover template that was just perfection for your book, dozens, hundreds, possibly thousands of other people have already used it. The chances of your book appearing in a search next to theirs is slim, but it's there.

And, not to knock Amazon's artists, but the generated book covers are rubbish. They practically have to be: they are artworks designed to be appropriate, or at least not obviously wrong, for utterly countless different books.

You could create the cover entirely by yourself, using any image or art app you have on your Mac. Or you could look for local artists and brief them on what you want.

This will become a very familiar page, once you've set up your bank details to receive royalty payments

Submitting the book to Amazon Kindle and Apple

From here, the two services are remarkably similar: they need the same things from you, and they will take about the same amount of time to publish the book online.

Or rather, they will take the around the same time to publish your book once you've done everything else about setting up as a publisher on the services. In that case, the time they take can vary enormously and frustratingly.

Setting up as a publisher

Even if you never plan to have a sequel, you are now a publisher and you have to be registered as such with the two services. It's free, but it's mandatory, and it can also be quite involved.

For Apple Books, you need a free iTunes Connect account. You can get details of how to do that on Apple's authors.apple.com site. For Amazon Kindle, you need a Kindle Direct Publishing (KDP) account, and Amazon, too, has details of how to sign up for free.

Note that Apple Books requires bank and tax details before it will allow you to upload books. And note well that it can take Apple up to seven days from your entering this detail to your being able to upload to Apple Books.

Only, that's up to seven days from when you have correctly entered all of the required information about your tax status, your bank details and so on.

Plus you will get confused by Apple Books. For all the glossiness of the Apple Books Store, behind the scenes it looks like a hotchpotch of ancient database software. Just for one example, you are likely to enter a lot of tax details before you realise that you're really just entering it into an elaborate search box.

There's also that iTunes Connect is surprisingly delicate. If you are based overseas but you need your account to be an American one because that's where you usually are, iTunes Connect can wobble.

If it hasn't happened to you, or if it doesn't happen to you the next time you try uploading anything, be very glad. Somehow iTunes Connect can get stuck in a loop of not recognizing Apple IDs that you try to log in.

If you have the Apple ID and password you want to use as a publisher, if you have all of the tax details ready, then it's reasonably easy to go through the steps with Apple Books.

And when it isn't, when it is going wrong, there is a workaround. Ideally, you do everything about submitting a book to Apple Books directly from Pages on your Mac — but you can do the same thing from Pages on iCloud instead.

Submitting to Apple Books

There are a couple of ways to upload your book to Apple Books and, if it only worked every time, the best is to publish directly from Pages.

  1. On your Mac, open Pages
  2. Open the book
  3. Choose the File menu, then Publish to Apple Books...

Pages documents that you want to publish on Apple Books have to be stored in iCloud Drive. But if yours isn't, your Mac will now tell you so and offer to move it there.

Let it do so and then follow the prompts to log in to iTunes Connect — if it lets you. Obviously it should, obviously if you have created an iTunes Connect account with an Apple ID, then logging in to this service with those details should be fine.

Only, sometimes it isn't. Maybe it's a problem with Pages, maybe it's just that the wind is in the east, but sometimes logging in from within Pages will fail with a timeout.

The one thing it can't be is a problem with Apple's iTunes Connect servers, because when it goes wrong in Pages on your Mac, that's when you try it in Pages on iCloud and it works.

Go to icloud.com and sign in. Then click to open Pages.

Since your document has to be in iCloud Drive before you can publish to Apple Books, it's easy to click on Browse, and then find your book. Open it up in Pages right there in your browser.

You can publish from Pages on iCloud.com too

Click on Tools, the icon of a spanner toward the top right of the document screen. From the dropdown that appears, choose the bottom one, Publish to Apple Books.

Whether you go via iCloud or the Pages app on your Mac, you end up signing in to Apple's iTunes Connect service. You can instead skip Page and go straight to iTunes Connect and upload a file directly.

If you do that, it's best if the file is in ePub format, as you would get from a production app like Vellum.

Either way, once you are in iTunes Connect, you can work through adding in all of the details such as title, description and so on. This part is simple enough — until you reach the price.

Submitting to Amazon Kindle

  1. Go to kdp.amazon.com and log in
  2. Click on the Create button

If you can't see a large, yellow Create button, you may be in a different section of Kindle Direct Publishing. In the menu at the top, click on Bookshelf.

That will take you to a page that shows the Create button, plus any previous books you've worked on.

Remember that for Amazon Kindle you need one Word document and one JPEG cover image. With everything ready, you can quickly work through the steps — until you get to pricing.

Pricing is fiddly, but you can keep changing it until you're happy

Pricing for Kindle and Apple Books

There are people whose careers are spent in pricing, it is that complicated a subject. Fortunately, it's complicated enough that you're unlikely to figure out some incredibly perfect price, so you might as well just pick one that seems right.

See what other books like yours are charging, and also remember that you can change the price at any time you want.

Though speaking of price changes... Amazon Kindle operates an algorithm that starts with what price you've chosen, then works through some alchemy to come out with a different figure.

Presumably that figure gives Amazon a cut of your earnings, but good luck figuring it out. There are tales of people spending hours trying different suggested prices in order to make their final product come out as $9.99.

Things are simpler on Apple Books where you set a price and it's sold for what you set.

Also, Apple will take 30% of your earnings and there's no option, no negotiation. That sounds bad, but Amazon instead dangles a tricky choice in front of you.

You can elect to earn either 35% or 70% of your book sales, and naturally you know which you would prefer. But choosing to keep most for yourself comes with limitations, including how in some countries Amazon will ignore your setting and take the fuller amount.

That's down to tax and other financial considerations in the various countries, but wherever you publish, you can only earn the higher amount if you own the book. Reprinted public domain titles won't get it.

Also, the book currently has to be priced between $2.99 and $9.99. There are other considerations, too, but your head is spinning now.

Short version: if you are okay with selling the book between those prices, choose the higher royalty percentage. If you're not, choose the lower.

Lastly, Apple and Kindle both sell worldwide but fortunately you don't have go through this complication for every currency in every country. Instead, you can choose to set the US one and let Apple and Amazon figure out the nearest equivalent for everywhere else.

Once you've gone through the steps, you get the opportunity to proofread your book on screen. Do it. You will find mistakes you missed.

After that, once you've clicked the last button, your book goes off to Amazon and Apple to be checked over. They both say it will take about 72 hours before your book is on sale, and generally speaking, they are both being conservative as it will typically be faster.

You're not done yet

Maybe we should've said this before you wrote an 80,000 word novel. But there are good and bad reasons to self-publish an ebook.

The worst reason is because it's easy. It certainly is and you can have a book on sale very rapidly.

But having a traditional publisher doesn't just mean you can forget all of these details and simply email them your manuscript. It means having a firm and an editor on your back, a firm and an editor that knows this business better than any else.

That can Boost your writing, it will Boost how your book is marketed.

Except you'd be surprised how some publishers will put a book out with no publicity, no marketing effort. You may not be surprised to learn that even when they do promote it, they are leaning on you to give interviews and talk the book up.

If they're going to leave that to you anyway, you could just go do it all yourself. But the best reason for doing an ebook from your Mac is that you can write a book for a niche audience, and you can write it the way you want.

Just remember that even niche audiences of people with extraordinary interest in your topic, won't buy your book if they don't know about it.

So tweet about your book, blog about it. Or perhaps you can write an ebook such as the "AppleInsider iOS 15 Tip Book," and then write about it in a feature.

Remember, too that the "AppleInsider iOS 15 Tip Book" isn't just some example idea. It's a real book, now available for $2.99, on both Apple Books and Amazon Kindle.

Mon, 11 Jul 2022 16:55:00 -0500 en text/html https://appleinsider.com/inside/mac/tips/how-to-publish-ebooks-on-amazon-kindle-and-apples-books-using-a-mac
Killexams : Delhi Police files FIR against Congress leaders in connection with yesterday's protest

Delhi Police files FIR against Congress leaders in connection with yesterday's protest | (PTI Photo)

The Delhi Police has registered a case at the Tughlaq Road police station in connection with a protest staged by the Congress party, officials said on Saturday.

The opposition party called for a nationwide protest on Friday against inflation, unemployment and the Goods and Services Tax (GST) hike on essential items.

Deputy Commissioner of Police (New Delhi) Amrutha Guguloth said a case under sections 186 (obstructing public servant in discharge of public functions), 188 (disobedience to order duly promulgated by public servant), 332 (voluntarily causing hurt to deter public servant from his duty) and 34 (common intention) of the Indian Penal Code (IPC) has been registered at the Tughlaq Road police station.

The Delhi Police had denied permission to the Congress to stage a protest in the national capital as prohibitory orders are in place in New Delhi district.

Police detained more than 300 protesters, including 65 members of Parliament, from Lutyens' Delhi on Friday.

(To receive our E-paper on whatsapp daily, please click here. To receive it on Telegram, please click here. We permit sharing of the paper's PDF on WhatsApp and other social media platforms.)

Fri, 05 Aug 2022 20:20:00 -0500 en text/html https://www.freepressjournal.in/india/delhi-police-files-fir-against-congress-leaders-in-connection-with-yesterdays-protest
Killexams : This High-Quality PDF Software Is On Sale for 70 Percent Off

Disclosure: Our goal is to feature products and services that we think you'll find interesting and useful. If you purchase them, Entrepreneur may get a small share of the revenue from the sale from our commerce partners.

Every business deals with loads of files and documents. From compliance and tax forms to contracts to HR forms and more, you have a lot of digital paper flying around. Using PDFs makes it easy to reduce the data space that all that paper takes up and ensures that information isn't accidentally deleted. But when you have to make a change, that can derail your business from operating smoothly — especially if it happens over and over again.

Acethinker

That's why every business needs a tool like PDF Converter Pro. This all-in-one software is both a PDF converter and creator, allowing you to streamline the way you work with documents of all types. You can easily change and back up your PDF files to Microsoft Word, Excel, PowerPoint, .txt, HTML, PNG, and more formats for conveniently editing and viewing, or convert those files to PDFs for easier transfer and backup. Outstanding output quality ensures that all of your original layouts, images, text, hyperlinks, and more will be preserved thanks to built-in OCR technology.

PDF Converter Pro also allows you to merge multiple PDF files into a single PDF, split one into multiple pages, extract images from PDFs, and much more. You can protect PDFs when sharing confidential information by adding a password and unlock them easily when you need to. PDF Converter Pro can even compress PDFs to make them smaller sizes whenever you're working with file size limits. All of that is a big reason why PDF Converter Pro has earned 4.4-5 stars on Trustpilot.

Find out why PDF Converter Pro is trusted by businesses all over the world. For a limited time, you can get a lifetime license for 70 percent off $99 at just $29.99. That's a small price to pay for a tool you could use every day.

Prices subject to change.

Mon, 25 Jul 2022 19:17:00 -0500 Entrepreneur Store en text/html https://www.entrepreneur.com/article/431952
Killexams : Three Chinese mobile makers under Indian Government scanner No result found, try new keyword!Separately, ED had reportedly conducted searches at more than 40 locations including Uttar Pradesh, Madhya Pradesh and some southern states in connection in connection with a money laundering case ... Wed, 03 Aug 2022 22:16:37 -0500 en-in text/html https://www.msn.com/en-in/news/other/three-chinese-mobile-makers-under-indian-government-scanner/ar-AA10ibOW Killexams : 8-K: SHARPS COMPLIANCE CORP

The MarketWatch News Department was not involved in the creation of this content.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

          Securities registered pursuant to Section 12(b) of the Act:
                                          Trading Symbol              Name of Each Exchange on Which
      Title of Each Class                                                       Registered
 Common Shares, $0.01 Par Value                SMED                      The NASDAQ Capital Market

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

Emerging growth company ?

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

--------------------------------------------------------------------------------
                               TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On July 12, 2022, Sharps Compliance Corp., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Raven Buyer, Inc., a Delaware corporation ("Parent"), and Raven Houston Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which, among other things, subject to the terms and conditions of the Merger Agreement, Merger Sub has agreed, and Parent has agreed to cause Merger Sub, to make a cash tender offer (the "Offer") to purchase all of the outstanding shares of common stock of the Company, $0.01 par value per share (the "Shares"), at a purchase price per Share of $8.75 in cash (the "Offer Price"), without interest, and subject to any required withholding of taxes. Parent and Merger Sub are affiliates of Aurora Capital Partners.

The Board of Directors of the Company determined that the transactions contemplated by the Merger Agreement, including the Offer and the Merger (as defined below), are fair to and in the best interests of the Company's stockholders, and unanimously approved the Merger Agreement and the transactions contemplated thereby, and recommended that the stockholders of the Company accept the Offer and tender their Shares pursuant to the Offer.

Unless the Offer is extended in accordance with the terms of the Merger Agreement, the Offer will expire one (1) minute following 11:59 p.m., New York City time, on the date that is twenty (20) business days after the commencement of the Offer. In the event that any of the conditions to the Offer are not satisfied or waived as of the scheduled expiration of the Offer, then Merger Sub is required to extend the Offer on one or more occasions in consecutive increments, for an additional period of up to ten (10) business days per extension to permit such Offer conditions to be satisfied (or waived by Parent and Merger Sub to the extent permitted under the terms of the Merger Agreement). If as of any scheduled expiration of the Offer, all of the conditions to the Offer, except for the Minimum Condition (as defined below), are satisfied or have been waived, then Merger Sub is only required to extend the Offer and its expiration date beyond the date of such scheduled expiration for one additional period not to exceed an aggregate of ten (10) business days to permit the Minimum Condition to be satisfied. Merger Sub is not required to extend the Offer beyond a date later than November 12, 2022.

The obligation of Merger Sub to purchase Shares tendered in the Offer is subject to certain closing conditions, including, (i) the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), (ii) there having been validly tendered and not withdrawn the number of Shares that, together with the Shares, if any, then owned by Parent or any of its subsidiaries, would represent at least one Share more than fifty percent (50%) of the number of Shares that are then issued and outstanding (determined on a fully-diluted basis) (the "Minimum Condition"), (iii) the accuracy of the Company's representations and warranties contained in the Merger Agreement (subject, in certain cases, to Material Adverse Effect (as defined in the Merger Agreement) and materiality qualifiers), (iv) the Company's performance of or compliance with its obligations, covenants and agreements under the Merger Agreement in all material respects, and (v) the absence, since the date of the Merger Agreement, of any event that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

As soon as practicable after the consummation of the Offer and the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company (the "Merger"), pursuant to Section 251(h) of the Delaware General Corporation Law ("DGCL"), with the Company being the surviving corporation (the "Surviving Corporation"). In the Merger, each Share that is not tendered and irrevocably accepted pursuant to the Offer will be cancelled and converted into the right to receive cash in an amount equal to the Offer Price, without interest (the "Merger Consideration") and subject to any required withholding of taxes, other than Shares (i) held in the treasury of the Company, (ii) owned directly or indirectly by Parent or Merger Sub immediately prior to the effective time of the Merger (the "Effective Time"), or (iii) held by stockholders

--------------------------------------------------------------------------------

who have properly exercised their appraisal rights under Delaware law. The consummation of the Merger is also subject to certain customary closing conditions, including that Merger Sub shall have irrevocably accepted for payment all Shares validly tendered (and not withdrawn) pursuant to the Offer.

Neither the Offer nor the Merger is subject to a financing condition.

At the Effective Time, each Company stock option granted under any Company stock plan, whether vested or unvested or exercisable, that is outstanding immediately prior to the Effective Time will be cancelled and, in exchange therefor, the Surviving Corporation will pay to each former holder of any such cancelled Company stock option as soon as practicable following the Effective Time an amount in cash (without interest, and subject to deduction for any required withholding tax) equal to the product of (i) the excess of the Merger Consideration over the applicable exercise price per Share under such Company stock option and (ii) the number of Shares subject to such Company stock option; provided, that if the exercise price per Share of any such Company stock option is equal to or greater than the Merger Consideration, such Company stock option will be cancelled without any cash payment being made in respect thereof.

At the Effective Time, each restricted stock award granted under any Company stock plan, whether vested or unvested, that is outstanding immediately prior to the Effective Time will be cancelled and, in exchange therefor, will be converted automatically into and will thereafter represent the right to receive the Merger Consideration with respect to each Share subject to the cancelled Company restricted stock award.

The Company has agreed to customary covenants to conduct the business of the Company and its subsidiaries in the ordinary course of business consistent with past custom and practice until the Effective Time or the date that the Merger Agreement is terminated in accordance with its terms. The Company has, among other things, also agreed not to (i) solicit, initiate, endorse, or knowingly encourage or knowingly facilitate any inquiry, proposal, or offer with respect to, or the making or completion of, any third party Acquisition Proposal (as defined in the Merger Agreement), or any proposal or offer that is reasonably likely to lead to any third party Acquisition Proposal, (ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any person any information or data with respect to, or otherwise cooperate in any way with, any third party Acquisition Proposal, or (iii) resolve, agree, or propose to do any of the foregoing, subject to certain exceptions if such actions would be inconsistent with the fiduciary duties of the Board of Directors of the Company to the stockholders of the Company under applicable law (as more fully described below).

The Merger Agreement also includes certain termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement under specified circumstances, the Company will be required to pay to Parent a termination fee of $6,995,000, and under certain other circumstances the Company will be required to reimburse Parent and its affiliates for their reasonable and documented out-of-pocket fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby, up to a maximum amount of $5,000,000. The Merger Agreement also provides that, under certain circumstances specified in the Merger Agreement, Parent will be required to pay to the Company a reverse termination fee of $7,869,400 (the "Parent Termination Fee").

Parent has obtained equity financing commitments from certain funds affiliated with Aurora Capital Partners (the "Aurora Funds"), pursuant to an equity commitment letter, dated July 12, 2022. Pursuant to the equity commitment letter, the Aurora Funds have committed to capitalize Parent, at or prior to the closing of the transactions contemplated by the Merger Agreement, with an aggregate equity contribution in an amount of $186,050,950 on the terms and subject to the conditions set forth in that certain equity commitment letter. The proceeds of such equity commitment, together with cash on hand of Parent and Merger Sub and the Company, are anticipated to be sufficient at the closings of the Offer and the Merger for Merger Sub and the Surviving Corporation to pay the aggregate Offer Price and the aggregate Merger Consideration and the other amounts payable pursuant to the Merger Agreement in respect of each Company stock option granted under any Company stock plan and each restricted stock award granted under any Company stock plan, as described above, and any fees, costs, and expenses of or payable by Parent or Merger Sub in connection with the transactions contemplated by the Merger Agreement.

--------------------------------------------------------------------------------

The Aurora Funds have also provided the Company with a limited guaranty in favor of the Company, dated July 12, 2022, guaranteeing the payment of the Parent Termination Fee, certain collection costs and interest with respect to a late payment of the Parent Termination Fee, if any, and the amount necessary to cover certain reimbursement and indemnification obligations of Parent under the Merger Agreement arising from the Company's cooperation with certain debt financing contemplated to be obtained by Parent, if any, subject to the terms and conditions set forth in the Merger Agreement and the limited guaranty.

Prior to Merger Sub accepting for payment all Shares validly tendered and not withdrawn pursuant to the Offer, the Board of Directors of the Company may, subject to compliance with the terms of the Merger Agreement and upon its determination in good faith (after consultation with outside counsel) that the failure to do so would be inconsistent with its fiduciary duties to the stockholders of the Company under applicable law (taking into account all adjustments to the terms of the Merger Agreement that may be offered by Parent):

-(i) in response to a Superior Proposal, change its recommendation that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer, or (ii) terminate the Merger Agreement and concurrently enter into a binding, definitive acquisition agreement providing for a Superior Proposal (as defined below), subject to complying with notice and other specified conditions, including providing Parent with a five (5) business day period (subject to an additional three (3) business day period in the event of any amendment to the financial terms or any other material term of the Superior Proposal) during which Parent may make a proposal to adjust the terms and conditions of the Merger Agreement; or

-in response to an Intervening Event (as defined in the Merger Agreement), change its recommendation that the Company's stockholders accept the Offer and tender their Shares pursuant to the Offer, subject to complying with notice and other specified conditions, including providing Parent with a five (5) business day period during which Parent may make a proposal to adjust the terms and conditions of the Merger Agreement.

Generally, a "Superior Proposal" is an unsolicited bona fide written acquisition proposal relating to assets or businesses of the Company and its subsidiaries that generate 50% or more of the consolidated net revenues or net income (for the 12 month period ending on the last day of the Company's most recently completed fiscal quarter) or that represent 50% or more of the total consolidated assets (based on fair market value) of the Company and its subsidiaries, taken as a whole, or 50% or more of any class of capital stock, other equity securities, or voting power of the Company or any of its subsidiaries, or any resulting parent company of the Company, that the Board of Directors of the Company determines in good faith (after consultation with its outside counsel and financial advisor), taking into account all reasonably relevant legal, financial, regulatory, and other aspects of the proposal and the person making the proposal, is more favorable to the stockholders of the Company from a financial point of view than the Offer, the Merger, and the other transactions contemplated by the Merger Agreement (including any adjustment to the terms and conditions proposed by Parent in response to such proposal in accordance with the Merger Agreement) and reasonably likely of being completed on the terms proposed.

The Merger Agreement includes customary representations, warranties, and covenants of the Company made solely for the benefit of Parent and Merger Sub and customary representations, warranties, and covenants of Parent and Merger Sub made solely for the benefit of the Company. The assertions embodied in those representations and warranties were made solely for purposes of allocating risk among the Company, Parent, and Merger Sub rather than establishing matters of fact and may be subject to important qualifications and limitations agreed to by the Company, Parent, and Merger Sub in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, with respect to the Company, may be subject to a contractual standard of materiality different from those generally applicable to the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), or may have been used for purposes of allocating risk among the Company, Parent, and Merger Sub rather than establishing matters as facts. In addition, such representations and warranties will not survive the completion of the Merger and cannot be the basis for any claims under the Merger Agreement by the parties after termination of the Merger Agreement, except as a result of intentional fraud or a willful and material breach. Investors should not rely on the representations, warranties, and covenants or any description thereof as characterizations of the real state of facts of Parent, Merger Sub, or the Company or any of their respective subsidiaries or affiliates.

--------------------------------------------------------------------------------

If the Merger is consummated, the Company's common stock, $0.01 par value per share, will be delisted from the Nasdaq Capital Market and deregistered under the Exchange Act.

This summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the SEC. In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Tender and Support Agreement

On July 12, 2022, in connection with the execution of the Merger Agreement, certain directors and executive officers of the Company entered into a tender and support agreement (the "Support Agreement") with Parent and Merger Sub, pursuant to which such directors and executive officers have agreed, among other things, to tender the Shares held by such persons in the Offer. The foregoing summary of the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full copy of the Support Agreement filed as Exhibit 10.1 to this Current Report on Form 8 K and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

On July 11, 2022, the Board of Directors of the Company amended the Amended and Restated Bylaws of the Company (the "Bylaws"), effective immediately upon such approval.

The Bylaws were amended by adding new Article 14, "Forum for Adjudication of Disputes" that requires that, unless the Company, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any current or former stockholder (including any current or former beneficial owner) to bring internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware). To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Company shall be deemed to have notice of and consented to the provisions of such article. For purposes of Article 14, "Forum for Adjudication of Disputes", internal corporate claims means: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of breach of fiduciary duty owed by any current or former director, officer, employee, or stockholder of the Company to the Company or the Company's stockholders; (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation of the Company, or the Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction upon the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware.

The foregoing description of the amendment to the Bylaws does not purport to be complete is qualified in all respects by reference to the full text of the Bylaws, as amended to reflect the change described above, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated into this Item 5.03 by reference.

Item 8.01. Other Events.

On July 12, 2022, the Company issued a press release announcing the entry into the Merger Agreement, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Notice to Investors

--------------------------------------------------------------------------------

This Current Report on Form 8-K is being filed in accordance with the requirements of the Exchange Act and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell any shares of common stock of the Company or any other security, nor is it a substitute for the tender offer materials that Parent and Merger Sub will file with the SEC upon commencement of the Offer. The tender offer for the outstanding common stock of the Company referred to in this Current Report on Form 8-K has not yet commenced. Any offers to purchase or solicitation of offers to sell will be made only pursuant to the tender offer statement on Schedule TO (including an offer to purchase, a related letter of transmittal, and other documents relating to the Offer) which will be filed by Merger Sub with the SEC, and soon thereafter the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer. The Company's stockholders are urged to read carefully and in their entirety these documents and any other documents relating to the Offer that will be filed with the SEC because they will contain important information, including the various terms of, and conditions to, the tender offer, that the Company's stockholders should consider before making any decision regarding tendering their Shares. The offer to purchase, the related letter of transmittal, and certain other tender offer documents, as well as the Solicitation/Recommendation Statement on Schedule 14D-9, will be made available to all stockholders of the Company at no expense to them. The Company's stockholders may obtain free copies of these documents (when available), and other documents filed with the SEC, including annual, quarterly and special reports and other information filed by the Company with the SEC, at the SEC's website at www.sec.gov or by contacting the Company, 9220 Kirby Drive, Suite 500, Houston, Texas 77054; 713-432-0300, or by directing such requests to the Information Agent for the Offer, which will be named in the tender offer statement.

Forward-Looking Statements

The information in this Current Report on Form 8-K contains forward-looking statements relating to the Offer and Merger, and other statements about Parent, Merger Sub and the Company that are based on current beliefs, expectations and assumptions made by, and information currently available to, the Company's management on the date of this Current Report on Form 8-K. When used in this Current Report on Form 8-K, the words "may," "could," "potential," "anticipate," "believe," "expect," "estimate," and "intend" and words or phrases of similar import, as they relate to the Offer or the Company, are intended to identify forward-looking statements. Such statements reflect known and unknown risks, uncertainties, and assumptions related to certain factors, including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions concerning the Offer and the subsequent Merger, including whether the Offer and the subsequent Merger will close; the timing of the closing of the Offer and subsequent Merger; strategic and other potential benefits of the transactions; the ability of the parties to satisfy the various conditions to the consummation of the Offer or the subsequent Merger, including the outcome of the regulatory reviews of the transactions and obtaining HSR approval, the percentage of outstanding shares that will be tendered in the Offer, the ability of the parties to complete the transactions; the ability of the parties to meet other closing conditions; the potential effects of the transactions; the outcome of legal proceedings (if any) that may be instituted against Parent, Merger Sub, the Company and/or others related to the transactions; unexpected costs or unexpected liabilities that may result from the transactions, whether or not consummated; the possibility that competing offers will be made; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require the Company to pay a termination fee or other expenses; effects of disruption from the announcement or pendency of the transactions making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners; risks related to diverting management's attention from the Company's ongoing business operations, and other general risks facing the Company's business and operations, including with respect to regulatory submissions, competitive factors, general economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein including the impact of the coronavirus COVID-19 pandemic on the Company's operations and financial results; and those risks factors and other cautionary statements in the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the SEC. The Company may update risk factors from time to time in Quarterly Reports on Form 10-Q, in Current Reports on Form 8-K, or in other filings with the SEC, available on the SEC's website at www.sec.gov.

--------------------------------------------------------------------------------

Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, real results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. Consequently, no forward-looking statements can be guaranteed. real results may vary materially. Do not place undue reliance on any forward-looking statements. Understand that it is not possible to predict or identify all such factors and as such do not consider the preceding list or the risk factors to be a complete list of all potential risks and uncertainties. All such forward-looking statements speak only as of the date they are made. None of the Company, Parent, Merger Sub or any affiliates thereof undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events or circumstances, or otherwise, except as may be required by any applicable securities laws.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
        Exhibit                                        Description
        Number
         2.1*             Agreement and Plan of Merger, dated as of July 12, 2022, by and among
                        Raven Buyer, Inc., Raven Houston Merger Sub, Inc., and Sharps Compliance
                        Corp.
          3.1             Amend    ment to     Amended and Restated Bylaws of Sharps Compliance
                        Corp., effective July     11    , 2022
         10.1             Tender and Support Agreement, dated as of     July     12    ,
                        2022    , by and among Raven Buyer, Inc., Raven Houston Merger Sub, Inc.,
                        and certain directors and executive officers of Sharps Compliance Corp.
         99.1             Press Release, dated as of     July     12    , 2022
         104.0          Cover Page Interactive Data File (embedded within the Inline XBRL
                        document)

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission or its staff.

--------------------------------------------------------------------------------
                                   SIGNATURES

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

Date: July 12, 2022 SHARPS COMPLIANCE CORP.

                                                 By: /s/ DIANA P. DIAZ
                                                         Diana P. Diaz
                    Senior Vice President and Chief Accounting Officer
                               [[Image Removed]]
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among RAVEN BUYER, INC., RAVEN HOUSTON
     MERGER SUB, INC. and SHARPS COMPLIANCE CORP. Dated as of July 12, 2022
--------------------------------------------------------------------------------
                               [[Image Removed]]
                  i TABLE OF CONTENTS Page ARTICLE I THE OFFER
................................................................................................................2
                                Section 1.1 The
Offer...................................................................................................2
                               Section 1.2 Offer
Documents.......................................................................................3
                          Section 1.3 Company Actions
.....................................................................................4
                                 ARTICLE II THE
MERGER...........................................................................................................5
                             Section 2.1 The Merger
...............................................................................................5
                              Section 2.2 Closing
......................................................................................................5
                           Section 2.3 Effective Time
..........................................................................................6
                       Section 2.4 Effects of the Merger
................................................................................6
               Section 2.5 Merger Without Meeting of Stockholders
  ................................................6 Section 2.6 Certificate of
Incorporation; Bylaws ........................................................6
                                  Section 2.7
Directors....................................................................................................6
                              Section 2.8 Officers
.....................................................................................................7
    ARTICLE III EFFECT ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS;
    EXCHANGE OF CERTIFICATES ..................................7 Section 3.1
                          Conversion of Capital Stock
 .....................................................................7 Section
             3.2 Treatment of Options and Other Equity-Based Awards
         ...........................8 Section 3.3 Exchange and Payment
 .............................................................................8
                         Section 3.4 Withholding Rights
.................................................................................11
                         Section 3.5 Dissenting Shares
....................................................................................11
 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY ..................12
                  Section 4.1 Organization, Standing and Power
.........................................................12 Section 4.2 Capital
                                     Stock
...........................................................................................14
                            Section 4.3 Subsidiaries
.............................................................................................16
                             Section 4.4 Authority
.................................................................................................16
                Section 4.5 No Conflict; Consents and Approvals
....................................................17 Section 4.6 SEC Reports;
Financial Statements ........................................................18
                     Section 4.7 No Undisclosed Liabilities
.....................................................................20 Section
                                  4.8 Certain
Information.................................................................................20
                Section 4.9 Absence of Certain Changes or Events
 ...................................................21 Section 4.10 Litigation
.................................................................................................21
                       Section 4.11 Compliance with Laws
 ...........................................................................21
                           Section 4.12 Benefit Plans
...........................................................................................22
                           Section 4.13 Labor Matters
..........................................................................................25
                       Section 4.14 Environmental Matters
 ...........................................................................27
                               Section 4.15 Taxes
.......................................................................................................29
--------------------------------------------------------------------------------
                               [[Image Removed]]
          TABLE OF CONTENTS (Continued) Page ii Section 4.16 Contracts
.................................................................................................31
                             Section 4.17 Insurance
.................................................................................................33
                            Section 4.18 Properties
................................................................................................33
                       Section 4.19 Intellectual Property
................................................................................34
                      Section 4.20 State Takeover Statutes
 ...........................................................................36
                          Section 4.21 Section 251(h)
.........................................................................................36
                          Section 4.22 No Rights Plan
........................................................................................36
                    Section 4.23 Related Party Transactions
.....................................................................36 Section
                             4.24 Certain Payments
....................................................................................37
                             Section 4.25 Suppliers
.................................................................................................37
                             Section 4.26 Customers
...............................................................................................37
                       Section 4.27 Government Contracts
 ............................................................................37
                  Section 4.28 FDA and Health Care Regulation
   ...........................................................39 Section 4.29
         Occupational Safety and Health Matters; Transportation Safety
......................................................................................................40
                    Section 4.30 Brokers and Legal Advisors
 ...................................................................41 Section
                       4.31 Opinion of Financial Advisor
.................................................................41 Section 4.32
                     No Other Representations or Warranties
................................................42 ARTICLE V REPRESENTATIONS AND
                      WARRANTIES OF PARENT AND MERGER SUB
................................................................................................42
                  Section 5.1 Organization, Standing and Power
    .........................................................42 Section 5.2
                                   Authority
.................................................................................................42
                Section 5.3 No Conflict; Consents and Approvals
   ....................................................43 Section 5.4 Certain
Information.................................................................................43
                              Section 5.5 Brokers
....................................................................................................44
                             Section 5.6 Merger Sub
.............................................................................................44
                             Section 5.7 Financing
................................................................................................44
                        Section 5.8 Ownership of Shares
...............................................................................44
                          Section 5.9 Limited Guaranty
....................................................................................45
                      Section 5.10 Disclaimer of Reliance
 ............................................................................45
                              ARTICLE VI COVENANTS
........................................................................................................45
                        Section 6.1 Conduct of Business
...............................................................................45
           Section 6.2 No Solicitation; Recommendation of the Merger
    ...................................49 Section 6.3 Access to Information;
Confidentiality...................................................54 Section 6.4
                         Regulatory Approvals; Consents
   ............................................................55 Section 6.5
                                 Takeover Laws
........................................................................................57
                       Section 6.6 Stockholder Litigation
 ............................................................................57
                  Section 6.7 Notification of Certain Matters
       ...............................................................57
--------------------------------------------------------------------------------
                               [[Image Removed]]
TABLE OF CONTENTS (Continued) Page iii Section 6.8 Indemnification, Exculpation
     and Insurance ..........................................58 Section 6.9
                     Resignation of Directors and Officers
   ....................................................59 Section 6.10 Public
                                 Announcements
 ...........................................................................59
             Section 6.11 Stock Exchange Delisting; Deregistration
..............................................59 Section 6.12 Section 16 Matters
..................................................................................59
                       Section 6.13 Forum Selection Bylaw
  ..........................................................................60
                      Section 6.14 Payoff of Company Debt
   ........................................................................60
                       Section 6.15 Financing Cooperation
 ............................................................................60
                             ARTICLE VII CONDITIONS
PRECEDENT...............................................................................63
     Section 7.1 Conditions to Each Party's Obligation to Effect the Merger
      ..................63 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
     ...........................................63 Section 8.1 Termination
.............................................................................................63
                             Section 8.2 Effect of
Termination..............................................................................65
                         Section 8.3 Fees and Expenses
..................................................................................66
                      Section 8.4 Amendment or Supplement
 ....................................................................69 Section
                         8.5 Extension of Time; Waiver
.....................................................................70 ARTICLE
                             IX GENERAL PROVISIONS
.....................................................................................70
           Section 9.1 Nonsurvival of Representations and Warranties
           ....................................70 Section 9.2 Notices
....................................................................................................70
                        Section 9.3 Certain Definitions
..................................................................................71
                           Section 9.4 Interpretation
...........................................................................................75
                          Section 9.5 Entire Agreement
....................................................................................75
                    Section 9.6 No Third Party Beneficiaries
..................................................................76 Section 9.7
                                 Governing Law
.......................................................................................76
                     Section 9.8 Submission to Jurisdiction
......................................................................76 Section
                           9.9 Assignment; Successors
  ..........................................................................78
                       Section 9.10 Specific Performance
..............................................................................78
                                  Section 9.11
Currency..................................................................................................79
                           Section 9.12 Severability
.............................................................................................79
                       Section 9.13 Waiver of Jury Trial
................................................................................79
                           Section 9.14 Counterparts
............................................................................................79
                    Section 9.15 Facsimile or .pdf Signature
.....................................................................79 Section
                   9.16 No Presumption Against Drafting Party
 .................................................79 Section 9.17 Non-Recourse
.........................................................................................79
--------------------------------------------------------------------------------
                               [[Image Removed]]
TABLE OF CONTENTS (Continued) Page iv Exhibit A Offer Conditions Exhibit B Forum
  Selection Bylaw INDEX OF DEFINED TERMS Definition Location 409A Authorities
   ........................................................4.12(e) Acceptable
     Confidentiality Agreement ......................6.2(c) Acceptance Time
   .......................................................1.1(c) Acquisition
  Proposal ..................................................6.2(j)(i) Action
 .........................................................................4.10
 Adverse Recommendation Change ............................6.2(d)(i) Affiliate
  ......................................................................9.3(a)
                                   Agreement
   ..................................................................Preamble
AJCA..........................................................................4.12(e)
    Alternative Acquisition Agreement ...........................6.2(d)(ii)
  Anti-Corruption Laws ................................................4.24(c)
 Book-Entry Shares .....................................................3.3(b)
                                  Business Day
..............................................................9.3(b) Certificate
  of Merger ..................................................2.3 Certificates
.................................................................3.3(b) Closing
   .......................................................................2.2
 Closing Date...............................................................2.2
                                      Code
 ...........................................................................3.4
Collection Costs .........................................................8.3(f)
                                    Company
  ....................................................................Preamble
Company Board .........................................................Recitals
Company Board Recommendation ............................Recitals Company Bylaws
 .......................................................4.1(b) Company Charter
   .......................................................4.1(b) Company Debt
    ...........................................................6.14 Company
  Disclosure Letter .......................................Article IV Company
   Intellectual Property ..................................4.19(b) Company IT
 Systems .................................................9.3(c) Company Plans
   ..........................................................4.12(a) Company
    Preferred Stock ..........................................4.2(a) Company
   Registered IP .............................................4.19(a) Company
         Related Parties ...........................................9.7
--------------------------------------------------------------------------------
                               [[Image Removed]]
  INDEX OF DEFINED TERMS (Continued) Definition Location v Company Restricted
     Stock Award .............................3.2(b) Company SEC Documents
      ........................................4.6(a) Company Stock Awards
    ............................................4.2(b) Company Stock Option
    ..............................................3.2(a) Company Stock Plans
 ................................................3.2(a) Company Termination Fee
         ........................................8.3(b) Confidentiality
         Agreement.........................................6.3 Contract
  ......................................................................4.5(a)
                                    control
 ........................................................................9.3(d)
                                   Copyrights
 ..................................................................9.3(m)(iii)
COVID-19..................................................................9.3(e)
   COVID-19 Measures .................................................9.3(f)
COVID-19 Relief Benefit ..........................................9.3(g) Current
Employee ......................................................6.16(a) Data Room
   .................................................................9.4 Data
    Security Requirements ......................................9.3(h) Debt
Financing ...........................................................9.3(i) Debt
    Financing Source Parties ...................................9.3(j) Debt
Financing Sources .............................................6.15(a) Delaware
       Secretary of State .......................................2.3 DGCL
.........................................................................Recitals
Dissenting Shares .......................................................3.5 DOT
...........................................................................4.29(d)
 Effective Time ...........................................................2.3
                                  Environment
     ...............................................................4.14(b)
 Environmental Law ....................................................4.14(c)
  Equity Financing ........................................................5.7
    Equity Financing Commitment ..................................5.7 ERISA
........................................................................4.12(a)
Exchange Act .............................................................1.1(a)
Excluded Shares .........................................................3.1(b)
Expiration Date ..........................................................1.1(b)
 Financing Sources ......................................................9.3(k)
                                      GAAP
.........................................................................4.6(b)
Government Bid .........................................................4.27(a)
  Government Contracts ...............................................4.27(a)
  Governmental Entity ..................................................4.5(b)
                                   Guarantor
  ...................................................................Recitals
 Hazardous Material ....................................................4.14(d)
 Healthcare Authorities ...............................................4.28(a)
Healthcare Laws .........................................................4.28(b)
                                    HSR Act
  .....................................................................4.5(b)
--------------------------------------------------------------------------------
                               [[Image Removed]]
     INDEX OF DEFINED TERMS (Continued) Definition Location vi Indebtedness
 ...............................................................9.3(l) Initial
     Expiration Date ................................................1.1(b)
Intellectual Property ...................................................9.3(m)
   International Trade Laws ...........................................9.3(n)
                               Intervening Event
     .......................................................6.2(j)(iii) IRS
.............................................................................4.12(a)
                                   IT Systems
    .................................................................9.3(o)
                                   knowledge
  ..................................................................9.3(p) Law
............................................................................4.5(a)
                                     Liens
...........................................................................4.2(a)
Limited Guaranty .......................................................Recitals
                                     Losses
.........................................................................8.3(e)(i)
                                     Marks
.........................................................................9.3(m)(i)
  Material Adverse Effect .............................................4.1(a)
Material Contract .......................................................4.16(a)
     Maximum Parent Liability Amount ...........................8.3(e)(iv)
  Measurement Date .....................................................4.2(a)
                                     Merger
........................................................................Recitals
  Merger Consideration ................................................3.1(a)
                                     Merger
  Sub.................................................................Preamble
NASDAQ ...................................................................1.1(b)
  Nonqualified Deferred Compensation Plan ...............4.12(e) Non-Recourse
Related Parties ...................................9.17(b) Non-U.S. Benefit Plan
...............................................4.12(c)(viii) Occupational Safety
 and Health Law ........................4.29(b) Occupational Safety and Health
                    Matters ...................4.29(c) OFAC
.........................................................................9.3(n)
                                     Offer
...........................................................................Recitals
Offer Conditions ........................................................1.1(a)
 Offer Documents ........................................................1.2(a)
                                  Offer Price
..................................................................Recitals Offer
   to Purchase .......................................................1.2(a)
  Ordinary Course of Business .....................................4.7 Outside
Date...............................................................1.1(b) Parent
.........................................................................Preamble
Parent Expenses .........................................................8.3(c)
  Parent Material Adverse Effect ..................................5.1 Parent
Termination Fee ..............................................8.3(e)(i) Patents
........................................................................9.3(m)(ii)
                                  Paying Agent
  ..............................................................3.3(a) Payment
 Fund ............................................................3.3(a) Payoff
   Letter ..............................................................6.14
--------------------------------------------------------------------------------
                               [[Image Removed]]
        INDEX OF DEFINED TERMS (Continued) Definition Location vii PCBs
..........................................................................4.14(d)
                                  Pension Plan
 ...............................................................4.12(b) Permits
 .......................................................................4.11(a)
                                Permitted Liens
    ..........................................................4.18(a) Person
.........................................................................9.3(q)
 Personal Information ..................................................9.3(r)
                                    PPP Loan
  ....................................................................4.13(g)
 Regulated Medical Waste Law ..................................4.14(e) Related
Party ..............................................................4.23 Release
 .......................................................................4.14(f)
Representatives ..........................................................6.2(a)
 Sanctioned Country ....................................................9.3(s)
 Sanctioned Person ......................................................9.3(t)
Sarbanes-Oxley Act ...................................................4.6(a) SBA
............................................................................4.27(e)
Schedule 14D-9 ..........................................................1.3(b)
                                  Schedule TO
   ...............................................................1.2(a) SEC
............................................................................1.1(b)
                                 Securities Act
   .............................................................4.5(b) Shares
.........................................................................Recitals
                                   Subsidiary
    ..................................................................9.3(u)
                               Superior Proposal
   .......................................................6.2(j)(ii) Support
Agreement ....................................................Recitals Surviving
  Corporation ...............................................2.1 Takeover Laws
   ...........................................................4.20 Tax Return
 .................................................................9.3(v) Taxes
..........................................................................9.3(w)
Testing........................................................................4.28(d)
 Top Customers ...........................................................4.26
Top Suppliers .............................................................4.25
                                 Trade Secrets
 ..............................................................9.3(m)(iv) WARN
  Act.................................................................4.13(c)
   willful and material breach ........................................8.2(c)
--------------------------------------------------------------------------------
                               [[Image Removed]]
      AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this
 "Agreement"), is dated as of July 12, 2022, by and among Raven Buyer, Inc., a
  Delaware corporation ("Parent"), Raven Houston Merger Sub, Inc., a Delaware
 corporation and a wholly-owned Subsidiary of Parent ("Merger Sub"), and Sharps
 Compliance Corp., a Delaware corporation (the "Company"). RECITALS WHEREAS, it
   is proposed that Merger Sub shall commence a tender offer (the "Offer") to
  purchase all of the outstanding shares of common stock, par value $0.01 per
 share, of the Company (the "Shares") at a price per Share of $8.75 net to the
   seller in cash (such amount or any greater amount per Share as may be paid
   pursuant to the Offer, the "Offer Price"), on the terms and subject to the
conditions set forth herein; WHEREAS, immediately following the consummation of
   the Offer, Merger Sub shall be merged with and into the Company, with the
 Company surviving that merger, on the terms and subject to the conditions set
 forth herein (the "Merger"); WHEREAS, the parties intend that the Merger shall
be effected in accordance with Section 251(h) of the General Corporation Law of
  the State of the Delaware (the "DGCL"); WHEREAS, the Boards of Directors of
  Parent and Merger Sub have each unanimously (i) determined that it is in the
  best interests of each of the Parent and Merger Sub, respectively, and their
     respective stockholders, and declared it advisable, to enter into this
Agreement, (ii) approved the execution, delivery, and performance by Parent and
    Merger Sub, respectively, of this Agreement and the consummation of the
transactions contemplated hereby, including the Offer and the Merger, and (iii)
 resolved and agreed to recommend that the Parent, in its capacity as the sole
  stockholder of Merger Sub, vote in favor of the adoption of this Agreement;
  WHEREAS, the Board of Directors of the Company (the "Company Board") has (i)
  determined that the terms of this Agreement, the Offer, the Merger, and the
other transactions contemplated hereby are fair to and in the best interests of
the Company's stockholders, (ii) approved and declared advisable this Agreement
 and the transactions contemplated hereby, including the Offer and the Merger,
and determined and resolved that the Merger is governed by Section 251(h) of the
DGCL, and (iii) resolved to recommend that the Company's stockholders accept the
 Offer and tender their shares pursuant to the Offer (such recommendation, the
 "Company Board Recommendation"); WHEREAS, concurrently with the execution and
   delivery of this Agreement, and as a condition and inducement to Parent's
   willingness to enter into this Agreement, certain directors and executive
officers of the Company are entering into an agreement (the "Support Agreement")
pursuant to which each such Person has agreed, among other things, to tender the
    Shares held by such Person in the Offer; WHEREAS, concurrently with the
 execution and delivery of this Agreement, and as a condition and inducement to
         the Company's willingness to enter into this Agreement, Aurora
--------------------------------------------------------------------------------
                               [[Image Removed]]
    2 Equity Partners VI L.P., a Delaware limited partnership, Aurora Equity
  Partners VI-A L.P., a Delaware limited partnership, and Aurora Associates VI
   L.P., a Delaware limited partnership (collectively, the "Guarantor") have
provided a limited guaranty (the "Limited Guaranty") with respect to certain of
Parent's and Merger Sub's obligations under this Agreement; and WHEREAS, Parent,
Merger Sub, and the Company desire to make certain representations, warranties,
 covenants, and agreements in connection with the Offer and the Merger and also
to prescribe certain conditions to the Offer and the Merger as specified herein.
     AGREEMENT NOW, THEREFORE, in consideration of the premises, and of the
  representations, warranties, covenants, and agreements contained herein, and
intending to be legally bound hereby, Parent, Merger Sub, and the Company hereby
 agree as follows: ARTICLE I THE OFFER Section 1.1 The Offer. (a) Provided that
 this Agreement shall not have been terminated in accordance with Article VIII
 and the Company shall have complied with its obligations under Section 1.3(c),
as promptly as reasonably practicable, and in any event within ten (10) calendar
  days of the date of this Agreement, Merger Sub shall, and Parent shall cause
 Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities
     Exchange Act of 1934, as amended (including the rules and regulations
   promulgated thereunder, the "Exchange Act")) the Offer. The obligations of
Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for
     any Shares tendered pursuant to the Offer shall be subject to (i) the
satisfaction of the Minimum Condition (as defined in Exhibit A hereto) and (ii)
    the satisfaction or waiver by Merger Sub or Parent of each of the other
 conditions set forth in Exhibit A hereto (together with the Minimum Condition,
 the "Offer Conditions"). Merger Sub expressly reserves the right, in its sole
discretion, to (A) increase the Offer Price, (B) waive, in whole or in part, any
  Offer Condition (other than the Minimum Condition), or (C) modify any of the
 other terms or conditions of the Offer, except that, unless otherwise provided
by this Agreement, without the written consent of the Company, Merger Sub shall
not (1) reduce the Offer Price, (2) change the form of consideration payable in
the Offer (other than by adding consideration), (3) reduce the number of Shares
    subject to the Offer, (4) waive or change the Minimum Condition, (5) add
  conditions or requirements to the Offer Conditions, (6) extend or change the
 expiration of the Offer except as required or permitted by Section 1.1(b), or
   (7) modify any Offer Condition or any term of the Offer set forth in this
  Agreement in a manner adverse to the holders of Shares. (b) The Offer shall
 expire at one (1) minute following 11:59 p.m., New York City time, on the date
  that is twenty (20) Business Days (for this purpose calculated in accordance
  with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the
Offer (such initial expiration date and time, the "Initial Expiration Date") or,
 in the event the Initial Expiration Date has been extended pursuant to and in
accordance with this Agreement, the date and time to which the Offer has been so
  extended (the Initial Expiration Date, or such later date and time to which
--------------------------------------------------------------------------------
                               [[Image Removed]]
  3 the Initial Expiration Date has been so extended, the "Expiration Date").
Notwithstanding the foregoing and subject to the parties' respective termination
  rights under Article VIII: (i) if, as of then scheduled Expiration Date, any
Offer Condition is not satisfied and has not been waived by Parent or Merger Sub
 if permitted hereunder, then Merger Sub shall (and without the consent of the
 Company), extend the Offer on one or more occasions in consecutive increments,
for an additional period of up to ten (10) Business Days per extension to permit
such Offer Conditions to be satisfied (subject to the right of Parent and Merger
 Sub to waive any Offer Condition, other than the Minimum Condition); and (ii)
 Merger Sub shall extend the Offer from time to time for any period required by
any rule, regulation, interpretation, or position of the Securities and Exchange
 Commission (the "SEC") or the staff thereof or the rules of the NASDAQ Capital
  Market ("NASDAQ") applicable to the Offer; provided, however, (A) if at the
Initial Expiration Date or the end of any subsequent Expiration Date, all of the
 Offer Conditions, except for the Minimum Condition, are satisfied or have been
waived, Merger Sub shall only be required to extend the Offer and its expiration
 date beyond the Initial Expiration Date or such subsequent Expiration Date for
 one additional period not to exceed an aggregate of ten (10) Business Days to
  permit the Minimum Condition to be satisfied, and (B) that in no event shall
Merger Sub be required to extend the Offer beyond a date later than November 12,
 2022 (the "Outside Date"). (c) Subject to the satisfaction or waiver of all of
the Offer Conditions (other than those conditions that by their terms are to be
 satisfied at the closing of the Offer), (i) prior to 9:00 a.m., New York City
time, on the Business Day (determined using Rule 14d-1(g)(3) under the Exchange
  Act) immediately following the Expiration Date, Merger Sub shall, and Parent
shall cause Merger Sub to, consummate the Offer in accordance with its terms and
    irrevocably accept for payment (the time of acceptance for payment, the
"Acceptance Time") all shares of Common Stock validly tendered and not properly
   withdrawn pursuant to the Offer, and (ii) at or as promptly as practicable
 following the Acceptance Time (but in any event within three (3) Business Days
(calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) thereafter)
 Merger Sub shall, and Parent shall cause Merger Sub to, pay for all shares of
Common Stock validly tendered and not properly withdrawn pursuant to the Offer;
 provided, that with respect to Shares tendered pursuant to guaranteed delivery
  procedures that have not yet been delivered in settlement or satisfaction of
such guarantee, Merger Sub shall be under no obligation to make any payment for
    such Shares unless and until such Shares are delivered in settlement or
satisfaction of such guarantee. The Offer Price payable in respect of each Share
 validly tendered and not withdrawn pursuant to the Offer shall be paid without
   interest, net to the holder thereof in cash, subject to reduction for any
  withholding Taxes payable in respect thereof pursuant to Section 3.4. If the
     Offer is terminated or withdrawn by Merger Sub in accordance with this
 Agreement, or this Agreement is terminated pursuant to Article VIII, prior to
 the acceptance for payment of the shares of Common Stock tendered in the Offer
    and not withdrawn, Merger Sub shall promptly return, and shall cause any
   depository or agent acting on behalf of Merger Sub to return, all tendered
 shares of Common Stock to the registered holders thereof. Parent shall provide
or cause to be provided to Merger Sub, on a timely basis, the funds necessary to
 pay for any shares of Common Stock that Merger Sub becomes obligated to accept
  for payment and pay for pursuant to the Offer pursuant to the terms of this
Agreement. Section 1.2 Offer Documents. As promptly as reasonably practicable on
 the date of commencement of the Offer, Parent and Merger Sub shall (a) file a
 Schedule TO (together with all exhibits, amendments, and supplements thereto,
                 the "Schedule TO") with respect to the Offer,
--------------------------------------------------------------------------------
                               [[Image Removed]]
  4 which shall contain or shall incorporate by reference an offer to purchase
  (the "Offer to Purchase") and forms of the related letter of transmittal and
form of summary advertisement (the Schedule TO, the Offer to Purchase, and such
    other documents, together with all exhibits, amendments, and supplements
    thereto, the "Offer Documents"), and (b) cause the Offer Documents to be
disseminated to holders of Shares, in each case as and to the extent required by
applicable federal securities Law. The Company shall promptly supply Parent and
  Merger Sub in writing, for inclusion in the Offer Documents, all information
  concerning the Company required under the Exchange Act to be included in the
Offer Documents. Each of Parent, Merger Sub, and the Company agrees to promptly
correct any information provided by it for use in the Offer Documents if and to
 the extent that such information shall have become false or misleading in any
 material respect, and each of Parent and Merger Sub further agrees to take all
 steps necessary to cause the Offer Documents as so corrected to be filed with
the SEC and to be disseminated to the holders of Shares, in each case as and to
 the extent required by applicable federal securities Law. The Company and its
  counsel shall be given a reasonable opportunity to review and comment on the
Offer Documents and any amendments thereto prior to the filing thereof with the
    SEC and Parent shall give due consideration to all reasonable additions,
   deletions, or changes suggested thereto by the Company and its counsel. In
  addition, Parent agrees to provide the Company and its counsel any comments,
whether written or oral, that Parent may receive from the SEC or its staff with
respect to the Offer Documents promptly after the receipt of such comments, and
  any written or oral responses thereto. The Company and its counsel shall be
    given a reasonable opportunity to review and comment upon such proposed
 responses and Parent shall give due consideration to all reasonable additions,
deletions, or changes suggested thereto by the Company and its counsel. Section
  1.3 Company Actions. (a) The Company hereby consents to the Offer and to the
  inclusion in the Offer Documents of the Company Board Recommendation. (b) As
 promptly as reasonably practicable on the date of filing by Parent and Merger
       Sub of the Offer Documents, the Company shall file with the SEC a
 Solicitation/Recommendation Statement on Schedule 14D-9 (such Schedule 14D-9,
 together with all exhibits, amendments, and supplements thereto, the "Schedule
 14D-9"), which shall reflect that the Merger is governed by Section 251(h) of
the DGCL and shall contain the Company Board Recommendation. The Schedule 14D-9
 shall include as an exhibit an Information Statement pursuant to Section 14(f)
  of the Exchange Act and Rule 14f-l promulgated thereunder. The Company shall
cause the Schedule 14D-9 to be disseminated to the holders of Shares, as and to
the extent required by applicable federal securities Law. Parent and Merger Sub
  shall promptly supply the Company in writing, for inclusion in the Schedule
   14D-9, all information concerning Parent and Merger Sub required under the
Exchange Act to be included in the Schedule 14D-9. Each of the Company, Parent,
and Merger Sub agrees to promptly correct any information provided by it for use
  in the Schedule 14D-9 if and to the extent that such information shall have
  become false or misleading in any material respect, and the Company further
 agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected
  to be filed with the SEC and to be disseminated to the holders of Shares, in
 each case, as and to the extent required by applicable federal securities Law.
Parent, Merger Sub, and their counsel shall be given a reasonable opportunity to
review and comment on the Schedule 14D-9 and any amendments thereto prior to the
filing thereof with the SEC and the Company shall give due consideration to all
                                   reasonable
--------------------------------------------------------------------------------
                               [[Image Removed]]
5 additions, deletions, or changes suggested thereto by Parent, Merger Sub, and
 their counsel. In addition, the Company agrees to provide Parent, Merger Sub,
and their counsel any comments, whether written or oral, that the Company or its
counsel may receive from the SEC or its staff with respect to the Schedule 14D-9
 promptly after the receipt of such comments, and any written or oral responses
   thereto. Parent, Merger Sub, and their counsel shall be given a reasonable
 opportunity to review and comment upon such proposed responses and the Company
shall give due consideration to all reasonable additions, deletions, or changes
 suggested thereto by Parent, Merger Sub, and their counsel. (c) In connection
with the Offer, the Company shall cause its transfer agent promptly (but in any
event within five (5) Business Days following the date hereof) to furnish Parent
      and Merger Sub with mailing labels, security position listings, any
  non-objecting beneficial owner lists, and any available listings or computer
 files containing the names and addresses of the record holders of Shares as of
 the most  exact practicable date and shall furnish Parent and Merger Sub with
 such additional available information (including, but not limited to, periodic
updates of such information) and such other assistance as Parent, Merger Sub, or
  their agents or representatives may reasonably request in communicating the
      Offer to the record and beneficial holders of Shares. Subject to the
 requirements of applicable Law, and except for such steps as are necessary to
disseminate the Offer Documents and any other documents necessary to consummate
 the Offer, the Merger, and the other transactions contemplated hereby, Parent
 and Merger Sub shall hold in confidence the information contained in any such
    labels, listings, lists, or files in accordance with the Confidentiality
 Agreement and shall use such information only in connection with the Offer and
 the Merger and, if this Agreement shall be terminated, shall promptly deliver
 (and shall use their respective commercially reasonable efforts to cause their
 agents and Representatives to deliver) to the Company (or destroy) all copies
  and any extract or summaries of such information then in their possession or
   control. ARTICLE II THE MERGER Section 2.1 The Merger. Upon the terms and
subject to the conditions set forth in this Agreement and in accordance with the
 DGCL (including Section 251(h) of the DGCL), at the Effective Time, Merger Sub
 shall be merged with and into the Company. Following the Merger, the separate
corporate existence of Merger Sub shall cease, and the Company shall continue as
  the surviving corporation in the Merger (the "Surviving Corporation") and a
 wholly-owned subsidiary of Parent. The Merger shall be effected under Section
  251(h) of the DGCL as soon as practicable following the consummation of the
Offer. Section 2.2 Closing. Subject to the satisfaction or waiver (to the extent
 permitted hereunder and by applicable Law) of all of the conditions to closing
contained in Article VII (other than those conditions that by their terms are to
 be satisfied at the Closing, but subject to such conditions being satisfied or
waived to the extent permitted hereunder and by applicable Law), the closing of
the Merger (the "Closing") shall take place at 8:00 a.m., New York time, as soon
 as practicable following the consummation (as defined in Section 251(h) of the
DGCL) of the Offer, but in any event no later than the date of, and immediately
 following, the Acceptance Time, at the offices of Gibson, Dunn & Crutcher LLP,
2029 Century Park East, Suite 4000, Los Angeles, CA 90067, unless another date,
       time, or place is agreed to in writing by Parent and the Company;
--------------------------------------------------------------------------------
                               [[Image Removed]]
   6 provided, that the Closing may occur remotely via electronic exchange of
required Closing documentation in lieu of an in-person Closing, and the parties
shall cooperate in connection therewith. The date on which the Closing occurs is
  referred to in this Agreement as the "Closing Date" . Section 2.3 Effective
Time. Upon the terms and subject to the provisions of this Agreement, as soon as
practicable on the Closing Date, the parties shall file a certificate of merger
 or, if applicable, a certificate of ownership and merger (the "Certificate of
  Merger") with the Secretary of State of the State of Delaware (the "Delaware
Secretary of State"), executed in accordance with the relevant provisions of the
   DGCL. The Merger shall become effective at such time as the Certificate of
Merger is duly filed with the Delaware Secretary of State or at such other time
   as Parent and the Company shall agree in writing and shall specify in the
     Certificate of Merger (the time the Merger becomes effective being the
"Effective Time"). Section 2.4 Effects of the Merger. The Merger shall have the
effects set forth in this Agreement and in the relevant provisions of the DGCL.
 Without limiting the generality of the foregoing, and subject thereto, at the
Effective Time, all the property, rights, privileges, powers, and franchises of
  the Company and Merger Sub shall vest in the Surviving Corporation, and all
 debts, liabilities, and duties of the Company and Merger Sub shall become the
debts, liabilities, and duties of the Surviving Corporation. Section 2.5 Merger
Without Meeting of Stockholders. The Merger shall be governed by Section 251(h)
  of the DGCL. The parties hereto agree to take all necessary and appropriate
action to cause the Merger to become effective as soon as practicable following
the consummation of the Offer without a meeting of stockholders of the Company,
   in accordance with Section 251(h) of the DGCL. Section 2.6 Certificate of
 Incorporation; Bylaws. (a) At the Effective Time, by virtue of the Merger and
  without any action on the part of the Company, Merger Sub or the holders of
 Shares, the certificate of incorporation of the Surviving Corporation shall be
   amended to read in its entirety to contain the provisions set forth in the
certificate of incorporation of Merger Sub as in effect immediately prior to the
   Effective Time, except that all references therein to Merger Sub shall be
amended to be references to the Surviving Corporation, until, subject to Section
    6.8, thereafter amended in accordance with its terms and as provided by
applicable Law. (b) The parties shall take all necessary action such that at the
Effective Time, the bylaws of the Company shall be amended in their entirety to
read as the bylaws of Merger Sub as in effect immediately prior to the Effective
 Time, except that all references therein to Merger Sub shall be amended to be
references to the Surviving Corporation, and, as so amended, shall be the bylaws
 of the Surviving Corporation until, subject to Section 6.8, thereafter amended
    in accordance with their terms, the certificate of incorporation of the
Surviving Corporation, and as provided by applicable Law. Section 2.7 Directors.
 The parties shall take all actions necessary such that the directors of Merger
   Sub immediately prior to the Effective Time shall be the directors of the
                                   Surviving
--------------------------------------------------------------------------------
                               [[Image Removed]]
   7 Corporation from and after the Effective Time until the earlier of their
  death, resignation, or removal or until their respective successors are duly
elected and qualified. Section 2.8 Officers. The parties shall take all actions
    necessary such that the officers of Merger Sub immediately prior to the
Effective Time shall be the officers of the Surviving Corporation from and after
the Effective Time, each to hold the same office with the Surviving Corporation
as such officer held with Merger Sub immediately prior to the Effective Time in
  accordance with the certificate of incorporation and bylaws of the Surviving
Corporation, until the earlier of their resignation, death, or removal or until
 their respective successors are duly elected and qualified. ARTICLE III EFFECT
 ON THE CAPITAL STOCK OF THE CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES
Section 3.1 Conversion of Capital Stock. At the Effective Time, by virtue of the
Merger and without any action on the part of the Company, Parent, Merger Sub, or
  the holders of any shares of capital stock of the Company, Parent, or Merger
 Sub: (a) Each Share issued and outstanding immediately prior to the Effective
 Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall
  thereupon be converted automatically into and shall thereafter represent the
    right to receive the Offer Price in cash, without interest (the "Merger
    Consideration"). As of the Effective Time, all Shares shall no longer be
 outstanding and shall automatically be cancelled and shall cease to exist, and
 shall thereafter only represent the right to receive the Merger Consideration,
 if any, to be paid in accordance with Section 3.3, without interest. (b) Each
 Share held in the treasury of the Company or owned, directly or indirectly, by
  Parent or Merger Sub immediately prior to the Effective Time (collectively,
 "Excluded Shares") shall automatically be cancelled and shall cease to exist,
and no consideration shall be delivered in exchange therefor. (c) Each share of
 common stock, par value $0.01 per share, of Merger Sub issued and outstanding
 immediately prior to the Effective Time shall be converted into and become one
validly issued, fully paid, and non-assessable share of common stock, par value
  $0.01 per share, of the Surviving Corporation. (d) If at any time during the
period between the date of this Agreement and the Effective Time, any change in
     the outstanding shares of capital stock of the Company, or securities
convertible into or exchangeable into or exercisable for shares of such capital
stock, shall occur as a result of any reclassification, recapitalization, stock
split (including a reverse stock split) or subdivision or combination, exchange
 or readjustment of shares, or any stock dividend or stock distribution with a
 record date during such period (excluding, in each case, normal quarterly cash
dividends), merger, or other similar transaction, the Merger Consideration shall
be equitably adjusted so as to provide Parent and the holder of Shares the same
economic effect as contemplated by this Agreement prior to such event; provided,
                  that nothing in this Section 3.1(d) shall be
--------------------------------------------------------------------------------
                               [[Image Removed]]
    8 construed to permit the Company to take any action with respect to its
   securities that is prohibited by the terms of this Agreement. Section 3.2
 Treatment of Options and Other Equity-Based Awards. (a) At the Effective Time,
 each option (each, a "Company Stock Option") to purchase Shares granted under
 any employee or director stock option, stock purchase, or equity compensation
  plan, arrangement, or agreement of the Company (the "Company Stock Plans"),
whether vested or unvested or exercisable, that is outstanding immediately prior
    to the Effective Time shall be cancelled and, in exchange therefor, the
  Surviving Corporation shall pay to each former holder of any such cancelled
  Company Stock Option as soon as practicable following the Effective Time an
  amount in cash (without interest, and subject to deduction for any required
     withholding Tax) equal to the product of (i) the excess of the Merger
Consideration over the exercise price per Share under such Company Stock Option
 and (ii) the number of Shares subject to such Company Stock Option; provided,
 that if the exercise price per Share of any such Company Stock Option is equal
to or greater than the Merger Consideration, such Company Stock Option shall be
  cancelled without any cash payment being made in respect thereof. (b) At the
 Effective Time, each restricted stock award (each, a "Company Restricted Stock
 Award") granted under any Company Stock Plan, whether vested or unvested, that
 is outstanding immediately prior to the Effective Time shall be cancelled and,
in exchange therefor, shall thereupon be converted automatically into and shall
thereafter represent the right to receive the Merger Consideration with respect
to each Share subject to the cancelled Company Restricted Stock Award. (c) Prior
  to the Effective Time, the Company shall deliver all required notices (which
 notices shall have been prior approved in writing by Parent, in its reasonable
discretion) to each holder of Company Stock Options and Company Restricted Stock
  Awards setting forth each holder's rights pursuant to the respective Company
Stock Plan, stating that such Company Stock Options and Company Restricted Stock
  Awards shall be treated in the manner set forth in this Section 3.2. (d) The
 Company shall take all actions reasonably necessary to ensure that, as of the
 Effective Time, (i) the Company Stock Plans shall terminate and (ii) no holder
 of a Company Stock Option or Company Restricted Stock Award or any participant
   in any Company Stock Plan or any other employee incentive or benefit plan,
  program, or arrangement or any non-employee director plan maintained by the
  Company shall have any rights to acquire, or other rights in respect of, the
    capital stock of the Company, the Surviving Corporation, or any of their
 Subsidiaries, except the right to receive the payments contemplated by Section
 3.2(a) and Section 3.2(b) in cancellation and settlement thereof. Section 3.3
Exchange and Payment. (a) At or before the Effective Time, Parent shall deposit
(or cause to be deposited) with a bank or trust company designated by Parent and
  reasonably acceptable to the Company (the "Paying Agent"), in trust for the
benefit of holders of Shares immediately prior to the Effective Time (other than
         holders to the extent they hold Excluded Shares or Dissenting
--------------------------------------------------------------------------------
                               [[Image Removed]]
      9 Shares), cash in an amount sufficient to pay the aggregate Merger
Consideration in accordance with Section 3.1(a) (such cash, the "Payment Fund").
 Except as otherwise provided in this Agreement, the Payment Fund shall not be
 used for any purpose other than to fund payments due pursuant to this Article
   III. Parent shall enter into an agreement with the Paying Agent in a form
 reasonably acceptable to the Company. If, for any reason, the Payment Fund is
  inadequate to pay the amounts to which holders of Shares are entitled under
     Section 3.1(a), Parent shall promptly deposit, or cause the Surviving
Corporation to promptly deposit, in trust additional cash with the Paying Agent
 sufficient (when taken together with the amount then remaining in the Payment
    Fund) to make the payments required under Section 3.1(a). The Surviving
 Corporation shall pay all charges and expenses, including those of the Paying
   Agent, in connection with the exchange of Shares required pursuant to this
Section 3.3. (b) As soon as reasonably practicable after the Effective Time (but
   in any event not later than the third (3rd) Business Day thereafter), the
  Surviving Corporation shall cause the Paying Agent to mail to each holder of
record of a certificate ("Certificates") that immediately prior to the Effective
   Time represented outstanding Shares that were converted into the right to
  receive the Merger Consideration (i) a form of letter of transmittal (which
shall specify that delivery shall be effected, and risk of loss and title to the
 Certificates held by such Person shall pass, only upon proper delivery of the
 Certificates to the Paying Agent, and which letter shall be in customary form
 and contain such other provisions as Parent or the Paying Agent may reasonably
   specify) and (ii) instructions for use in effecting the surrender of such
   Certificates in exchange for the Merger Consideration. Upon surrender of a
Certificate to the Paying Agent, together with such letter of transmittal, duly
completed and validly executed in accordance with the instructions thereto, and
 such other documents as the Paying Agent may reasonably require, the holder of
    such Certificate shall be entitled to receive in exchange for the Shares
    formerly represented by such Certificate (other than Excluded Shares and
  Dissenting Shares) the Merger Consideration for each such Share (subject to
     deduction for any required withholding Tax and the other terms of this
  Agreement), and the Certificate so surrendered shall forthwith be cancelled.
  Promptly after the Effective Time and in any event not later than the third
(3rd) Business Day thereafter, the Surviving Corporation shall cause the Paying
 Agent to issue and send to each holder of uncertificated Shares represented by
book entry ("Book-Entry Shares"), other than with respect to Excluded Shares and
  Dissenting Shares, a check or wire transfer for the amount of cash that such
  holder is entitled to receive pursuant to Section 3.1(a) in respect of such
 Book-Entry Shares, without such holder being required to deliver a Certificate
 or an executed letter of transmittal to the Paying Agent, and such Book-Entry
  Shares shall then be cancelled. No interest will be paid or accrued for the
     benefit of holders of Certificates or Book-Entry Shares on the Merger
  Consideration. (c) If payment of the Merger Consideration is to be made to a
   Person other than the Person in whose name the surrendered Certificate or
  Book-Entry Share is registered, it shall be a condition of payment that such
 Certificate so surrendered shall be properly endorsed or shall be otherwise in
proper form for transfer or such Book-Entry Share shall be properly transferred
  and that the Person requesting such payment shall have paid any transfer and
 other Taxes required by reason of the payment of the Merger Consideration to a
Person other than the registered holder of such Certificate or Book-Entry Share
  or shall have established to the satisfaction of Parent that such Tax is not
                                  applicable.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 10 (d) Until surrendered as contemplated by this Section 3.3, each Certificate
 or Book-Entry Share shall be deemed after the Effective Time to represent only
   the right to receive the Merger Consideration payable in respect thereof,
 pursuant to this Article III, without any interest thereon. (e) All cash paid
    upon the surrender for exchange of Certificates or Book-Entry Shares in
accordance with the terms of this Article III shall be deemed to have been paid
in full satisfaction of all rights pertaining to the Shares formerly represented
  by such Certificates or Book- Entry Shares. At the Effective Time, the stock
  transfer books of the Company shall be closed and there shall be no further
registration of transfers of the Shares that were outstanding immediately prior
to the Effective Time. If, after the Effective Time, Certificates are presented
  to the Surviving Corporation or the Paying Agent for transfer or transfer is
 sought for Book-Entry Shares, such Certificates or Book-Entry Shares shall be
cancelled and exchanged for the Merger Consideration as provided in this Article
III, subject to applicable Law in the case of Dissenting Shares. (f) The Paying
Agent shall invest any cash included in the Payment Fund as reasonably directed
    by Parent, on a daily basis, provided that Parent shall use commercially
reasonable efforts to cause the Paying Agent to agree to invest the Payment Fund
   in (i) short-term direct obligations of the United States of America, (ii)
short-term obligations for which the full faith and credit of the United States
  of America is pledged to provide for the payment of principal and interest,
 (iii) short-term commercial paper rated the highest quality by either Moody's
    Investors Service, Inc. or Standard and Poor's Ratings Services, or (iv)
certificates of deposit, bank repurchase agreements, or banker's acceptances of
 commercial banks with capital exceeding $1 billion. No losses with respect to
   any investments of the Payment Fund will affect the amounts payable to the
   holders of Certificates or Book-Entry Shares. Any interest or other income
 resulting from such investments shall be paid to Parent, upon demand. (g) Any
 portion of the Payment Fund (and any interest or other income earned thereon)
 that remains undistributed to the holders of Certificates or Book-Entry Shares
twelve (12) months after the Effective Time shall be delivered to the Surviving
     Corporation, upon demand, and any remaining holders of Certificates or
    Book-Entry Shares (except to the extent representing Excluded Shares or
 Dissenting Shares) shall thereafter look only to the Surviving Corporation as
 general creditors thereof for payment of the Merger Consideration (subject to
abandoned property, escheat, or other similar Laws), without interest. (h) None
  of Parent, the Surviving Corporation, the Paying Agent, or any other Person
  shall be liable to any Person in respect of any portion of the Payment Fund
  properly delivered to a public official pursuant to any applicable abandoned
  property, escheat, or similar Law. If any Certificates or Book-Entry Shares
shall not have been exchanged immediately prior to the date on which the related
 Merger Consideration would otherwise escheat to or become the property of any
Governmental Entity), any such Merger Consideration in respect thereof shall, to
  the extent permitted by applicable Law, become the property of the Surviving
 Corporation, free and clear of all claims or interest of any Person previously
   entitled thereto. (i) If any Certificate shall have been lost, stolen, or
  destroyed, upon the making of an affidavit, in form and substance reasonably
acceptable to Parent, of that fact by the Person claiming such Certificate to be
      lost, stolen, or destroyed and, if required by Parent or the Paying
--------------------------------------------------------------------------------
                               [[Image Removed]]
 11 Agent, the posting by such Person of a bond in such amount as Parent or the
  Paying Agent may reasonably determine is necessary as indemnity against any
 claim that may be made against it or the Surviving Corporation with respect to
   such Certificate, the Paying Agent will deliver in exchange for such lost,
  stolen, or destroyed Certificate the Merger Consideration payable in respect
thereof pursuant to this Agreement. (j) Any portion of the Merger Consideration
made available to the Paying Agent pursuant to Section 3.1(a) to pay for Shares
for which appraisal rights have been perfected as described in Section 3.5 shall
be returned to Parent, upon demand; provided that the parties hereto acknowledge
 that, notwithstanding anything to the contrary in this Agreement, Parent shall
 not be required under this Section 3.3 or otherwise to deposit with the Paying
 Agent any cash to pay Merger Consideration with respect to Shares as to which
its holder has purported to deliver a notice or demand of appraisal that has not
   been withdrawn prior to the Closing Date. Section 3.4 Withholding Rights.
 Parent, Merger Sub, the Surviving Corporation, and the Paying Agent shall each
 be entitled to deduct and withhold, or cause to be deducted and withheld, from
  the consideration otherwise payable pursuant to this Agreement to any Person
  such amounts as Parent, Merger Sub, the Surviving Corporation, or the Paying
  Agent (as applicable) determines in good faith it is required to deduct and
 withhold under the Internal Revenue Code of 1986, as amended (the "Code"), the
applicable Treasury Regulations, or any applicable provision of state, local, or
 non-U.S. Tax Law. To the extent that amounts are so deducted and withheld and
 remitted to the appropriate Governmental Entity, such amounts shall be treated
for all purposes of this Agreement as having been paid to the Person in respect
of whom such deduction and withholding was made. Section 3.5 Dissenting Shares.
 Notwithstanding anything in this Agreement to the contrary, Shares issued and
outstanding immediately prior to the Effective Time that are held by any holder
who is entitled to demand and properly demands appraisal of such Shares pursuant
to Section 262 of the DGCL ("Dissenting Shares") shall not be converted into the
 right to receive the Merger Consideration, unless and until such holder shall
   have failed to perfect, or shall have effectively withdrawn or lost, such
 holder's right to appraisal under the DGCL. Dissenting Shares shall be treated
in accordance with Section 262 of the DGCL. If any such holder fails to perfect
   or withdraws or loses any such right to appraisal, each such Share of such
 holder shall thereupon be converted into and become exchangeable only for the
 right to receive, as of the later of the Effective Time and the time that such
right to appraisal has been irrevocably lost, withdrawn, or expired, the Merger
Consideration in accordance with Section 3.1(a). The Company shall serve prompt
     notice to Parent of any demands for appraisal of any Shares, attempted
withdrawals of such notices or demands and any other instruments received by the
  Company relating to rights to appraisal, and Parent shall have the right to
participate in and direct all negotiations and proceedings with respect to such
  demands. The Company shall not, without the prior written consent of Parent,
  make any payment with respect to, settle, or offer to settle, or approve any
                        withdrawal of any such demands.
--------------------------------------------------------------------------------
                               [[Image Removed]]
12 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except (a) as and to
the extent disclosed in the Company SEC Documents filed with the SEC since July
1, 2020 and publicly available at least two (2) Business Days prior to the date
   of this Agreement (other than any disclosures set forth in any risk factor
  section, in any section relating to forward looking statements and any other
 disclosures included therein to the extent they are predictive, cautionary, or
 forward-looking in nature); provided that nothing in such reports, statements,
     or other documents shall be deemed to modify or qualify the Company's
  representations and warranties in Section 4.1(a), Section 4.2, Section 4.3,
  Section 4.4, Section 4.9(a)(ii), or Section 4.30, or (b) as set forth in the
 corresponding section or subsection of the disclosure letter delivered by the
  Company to Parent immediately prior to the execution of this Agreement (the
  "Company Disclosure Letter") (it being agreed that (i) the disclosure of any
  information in a particular section or subsection of the Company Disclosure
Letter shall be deemed disclosure of such information with respect to any other
     section or subsection of this Agreement to which the relevance of such
    information is reasonably apparent on its face, (ii) no reference to or
disclosure of any item or other matter in the Company Disclosure Letter shall be
   construed as an admission or indication that such item or other matter is
   material (nor shall it establish a standard of materiality for any purpose
 whatsoever) or that such item or other matter is required to be referred to or
disclosed in the Company Disclosure Letter, and (iii) the information set forth
 in the Company Disclosure Letter is disclosed solely for the purposes of this
    Agreement, and no information set forth therein shall be deemed to be an
   admission by any party hereto to any third party of any matter whatsoever,
including any violation of Law or breach of any agreement or other instrument or
  obligation), the Company represents and warrants to Parent and Merger Sub as
 follows: Section 4.1 Organization, Standing and Power. (a) Each of the Company
 and its Subsidiaries (i) is an entity duly organized, validly existing, and in
 good standing under the Laws of the jurisdiction of its organization, (ii) has
   all requisite corporate or similar power and authority to own, lease, and
operate its properties and to carry on its business as now being conducted, and
 (iii) is duly qualified or licensed to do business and is in good standing in
each jurisdiction in which the nature of its business or the ownership, leasing,
or operation of its properties makes such qualification or licensing necessary,
  except in the case of clause (iii), where the failure to be so qualified or
licensed or in good standing, individually or in the aggregate, has not had and
would not reasonably be expected to have a Material Adverse Effect. For purposes
     of this Agreement, "Material Adverse Effect" means any event, change,
   circumstance, occurrence, effect, or state of facts that (A) has or would
  reasonably be expected to have a materially adverse effect on the business,
     assets, liabilities, condition (financial or otherwise), or results of
    operations of the Company and its Subsidiaries, taken as a whole, or (B)
  materially impairs the ability of the Company to consummate, or prevents or
   materially delays, the Offer, the Merger or any of the other transactions
    contemplated by this Agreement or would reasonably be expected to do so;
provided, however, that, in the case of clause (A) only, Material Adverse Effect
shall not include any event, change, circumstance, occurrence, effect, or state
     of facts arising out of, relating to, or resulting from (1) changes or
    conditions generally affecting the medical waste services industry, the
    pharmaceutical waste services industry, or the hazardous waste services
             industry, or the economy or the financial, securities,
--------------------------------------------------------------------------------
                               [[Image Removed]]
   13 credit markets, including effects on such industry, economy or markets
   resulting from any regulatory and political conditions or developments in
 general, or changes in interest rates, credit ratings, or the availability of
    financing, (2) the outbreak or escalation of war or acts of terrorism or
sabotage, or any war or acts of terrorism or sabotage existing or underway as of
 the date hereof, (3) the execution and delivery, announcement, or pendency of
  the transactions contemplated by this Agreement, including the impact of the
 foregoing on relationships, contractual or otherwise, of the Company or any of
     its Subsidiaries with employees, contractors, suppliers, distributors,
     customers, Governmental Entities, or other Persons (provided, that the
exceptions in this clause (3) shall not apply to any representation or warranty
    contained in this Agreement expressly addressing the consequences of the
 negotiation, execution, delivery, announcement, or pendency of this Agreement,
the Offer, the Merger or the other transactions contemplated by this Agreement),
(4) any natural disasters or calamities, including hurricanes, floods, tornados,
 tsunamis, earthquakes, and wild fires, (5) any epidemic, pandemic, outbreak of
disease (including, for the avoidance of doubt, COVID-19), or publicly declared
(by a Governmental Entity) health emergencies, or any escalation or worsening of
   such conditions, (6) changes in Law or GAAP or other applicable accounting
  standards or interpretations of the foregoing first announced or that first
become effective after the date of this Agreement, (7) actions taken or omitted
 by the Company or its Subsidiaries as required by this Agreement, or taken or
omitted by the Company or its Subsidiaries with Parent's prior written consent,
(8) the identity of Parent or Merger Sub (provided, that the exceptions in this
 clause (8) shall not apply to any representation or warranty contained in this
 Agreement expressly addressing the consequences of the negotiation, execution,
 announcement or pendency of this Agreement, the Offer, the Merger or the other
 transactions contemplated by this Agreement), (9) any stockholder class action
  litigation, derivative or similar litigation arising out of or in connection
  with or relating to this Agreement and the transactions contemplated hereby,
  including allegations of a breach of fiduciary duty or misrepresentations in
   public disclosure (provided that any facts regarding the business, assets,
liabilities, condition (financial or otherwise), or results of operations of the
  Company and its Subsidiaries shall not be excluded by the exception in this
 clause (9) merely because they are raised or asserted in any such litigation),
or (10) any change in the price or trading volume of the Company's stock, in and
 of itself, or any failure, in and of itself, to meet any internal or published
budgets, plans, projections, forecasts, estimates, or predictions in respect of
revenues, earnings, or other financial or operating metrics (provided, that the
 facts or occurrences giving rise to or contributing to such change or failure
that are not otherwise excluded from the definition of "Material Adverse Effect"
   may be taken into account in determining whether there has been a Material
Adverse Effect); provided, that, with respect to clauses (1), (2), (4), (5) and
  (6), the impact of such event, change, circumstance, occurrence, effect, or
  state of facts shall be taken into account in determining whether a Material
Adverse Effect has occurred or would reasonably be expected to occur if it is or
would reasonably be expected to be disproportionately adverse to the Company and
  its Subsidiaries, taken as a whole, as compared to other similarly situated
participants in the industries in which the Company and its Subsidiaries operate
  (in which case, only the incremental disproportionate adverse impact may be
taken into account in determining whether a Material Adverse Effect has occurred
 or would reasonably be expected to occur). (b) The Company has previously made
  available to Parent true and complete copies of the Company's certificate of
incorporation (the "Company Charter") and bylaws (the "Company Bylaws") and the
certificate of incorporation and bylaws (or comparable organizational documents)
    of each of its Subsidiaries, in each case as amended to the date of this
                                 Agreement, and
--------------------------------------------------------------------------------
                               [[Image Removed]]
   14 each as so delivered is in full force and effect. The Company is not in
violation of any provision of the Company Charter or Company Bylaws. The Company
 has made available to Parent true and complete copies of: (i) the minutes (or,
 in the case of draft minutes, the most  exact drafts thereof as of the date of
   this Agreement) of all meetings of the Company's stockholders, the Company
Board, and each committee of the Company Board held since July 1, 2020, and (ii)
 the minutes of all meetings of the stockholders, equity holders, and boards of
    directors or similar bodies (and each committee thereof) of each of its
    Subsidiaries held since July 1, 2020. Section 4.2 Capital Stock. (a) The
   authorized capital stock of the Company consists of 40,000,000 Shares and
  1,000,000 shares of preferred stock, par value $0.01 per share (the "Company
      Preferred Stock"). As of the close of business on July 11, 2022 (the
  "Measurement Date"), (i) 19,649,617 Shares (excluding treasury shares) were
issued and outstanding, not including (A) 14,115 Company Restricted Stock Awards
  that vested on July 1, 2022 or (B) 80,085 unvested Company Restricted Stock
Awards that are granted but not yet issued or outstanding, but including 71,996
Shares underlying Company Restricted Stock Awards, (ii) 295,615 Shares that were
held by the Company in its treasury, (iii) no shares of Company Preferred Stock
 that were issued and outstanding and no shares of Company Preferred Stock were
held by the Company in its treasury, and (iv) 1,210,491 Shares were reserved for
   issuance pursuant to the Company Stock Plans (of which 633,487 Shares were
  subject to outstanding Company Stock Options, 14,115 Shares were subject to
 vested but not yet settled Company Restricted Stock Awards, and 80,085 Shares
 were subject to unvested Company Restricted Stock Awards not yet issued). All
outstanding shares of capital stock of the Company are, and all shares reserved
 for issuance will be, when issued, duly authorized, validly issued, fully paid
  and nonassessable and not subject to or issued in violation of any purchase
  option, call option, right of first refusal, preemptive right, subscription
right or any similar right under any provision of the DGCL, the Company Charter,
    the Company Bylaws or any Contract to which the Company is a party or is
  otherwise bound. No shares of capital stock of the Company are owned by any
  Subsidiary of the Company. All outstanding shares of capital stock and other
  voting securities or equity interests of each Subsidiary of the Company have
 been duly authorized and validly issued, are fully paid, nonassessable and not
subject to or issued in violation of any purchase option, call option, right of
 first refusal, preemptive right, subscription right or any similar right under
 any provision of the DGCL, certificate of incorporation or bylaws (or similar
   organizational documents) of such Subsidiary or any Contract to which such
 Subsidiary is a party or is otherwise bound. All outstanding shares of capital
 stock and other voting securities or equity interests of each such Subsidiary
    are owned, directly or indirectly, by the Company, free and clear of all
pledges, claims, liens, licenses, charges, covenants not to sue, options, rights
  of first refusal, encumbrances and security interests of any kind or nature
    whatsoever (including any limitation on voting, sale, transfer or other
  disposition or exercise of any other attribute of ownership) (collectively,
 "Liens"), except for any Liens imposed by applicable securities Laws. Neither
 the Company nor any of its Subsidiaries has outstanding any bonds, debentures,
  notes or other obligations having the right to vote (or convertible into, or
 exchangeable or exercisable for, securities having the right to vote) with the
  stockholders of the Company or such Subsidiary on any matter. Except as set
 forth above in this Section 4.2(a) or below in Section 4.2(b), and except for
 changes since the close of business on the Measurement Date resulting from the
exercise of Company Stock Options or grants of Company Stock Awards on or after
  the date hereof in compliance with Section 6.1, there are no outstanding (A)
                    shares of capital stock or other voting
--------------------------------------------------------------------------------
                               [[Image Removed]]
15 securities or equity interests of the Company, (B) securities of the Company
 or any of its Subsidiaries convertible into or exchangeable or exercisable for
  shares of capital stock of the Company or other voting securities or equity
  interests of the Company or any of its Subsidiaries, (C) stock appreciation
rights, "phantom" stock rights, performance units, interests in or rights to the
ownership or earnings of the Company or any of its Subsidiaries or other equity
    equivalent or equity-based awards or rights, (D) subscriptions, options,
  warrants, calls, commitments, Contracts, or other rights to acquire from the
Company or any of its Subsidiaries, or obligations of the Company or any of its
Subsidiaries to issue, any shares of capital stock of the Company or any of its
  Subsidiaries, voting securities, equity interests, or securities convertible
into or exchangeable or exercisable for capital stock or other voting securities
   or equity interests of the Company or any of its Subsidiaries or rights or
   interests described in the preceding clause (C), or (E) obligations of the
 Company or any of its Subsidiaries to repurchase, redeem, or otherwise acquire
any such securities or to issue, grant, deliver, or sell, or cause to be issued,
   granted, delivered, or sold, any such securities. There are no stockholder
 agreements, voting trusts, or other agreements to which the Company or any of
 its Subsidiaries is a party with respect to the holding, voting, registration,
redemption, repurchase or disposition of, or that restricts the transfer of, any
 capital stock or other voting securities or equity interests of the Company or
  any of its Subsidiaries. (b) Section 4.2(b) of the Company Disclosure Letter
sets forth a true and complete list of all holders, as of the close of business
     on the Measurement Date, of outstanding Company Stock Options, Company
Restricted Stock Awards, and other similar rights to purchase or receive Shares
      or similar rights granted under the Company Stock Plans or otherwise
 (collectively, "Company Stock Awards"), indicating as applicable, with respect
  to each Company Stock Award then outstanding, the type of award granted, the
number of Shares subject to such Company Stock Award, the name of the plan under
   which such Company Stock Award was granted, the date of grant, exercise or
   purchase price, vesting schedule, payment schedule (if different from the
vesting schedule), and expiration thereof, and whether (and to what extent) the
vesting of such Company Stock Award will be accelerated or otherwise adjusted in
any way or any other terms will be triggered or otherwise adjusted in any way by
     the consummation of the Offer, the Merger, and the other transactions
contemplated by this Agreement or by the termination of employment or engagement
or change in position of any holder thereof following or in connection with the
  Merger. Each Company Stock Option intended to qualify as an "incentive stock
  option" under Section 422 of the Code so qualifies and the exercise price of
each other Company Stock Option is no less than the fair market value of a Share
as determined on the date of grant of such Company Stock Option. The Company has
made available to Parent true and complete copies of all Company Stock Plans and
 the forms of all stock option and restricted stock award agreements evidencing
     outstanding Company Stock Options and Company Restricted Stock Awards,
 respectively. All Company Stock Options and unvested Company Restricted Stock
 Awards can be involuntarily cancelled without the award holder's consent upon
  the consummation of the Merger (including any options that have an exercise
  price equal to or greater than the Merger Consideration, and therefore with
respect to which no payment will be made in connection with such cancellation).
 The Company has a number of Shares reserved for issuance equal to at least the
number of Company Stock Awards outstanding and any equity or equity-based awards
that may be issued by the Company pursuant to the Company Stock Plans following
   the date of this Agreement and before the Closing Date pursuant to and in
   accordance with the terms of this Agreement. All Company Stock Awards were
granted in accordance with the Company Stock Plans, all applicable Law, and all
         applicable securities exchange rules. All Company Stock Awards
--------------------------------------------------------------------------------
                               [[Image Removed]]
  16 are evidenced by written award agreements substantially in the forms that
have been made available to Parent prior to the date hereof. Each Company Stock
Option (i) has a grant date identical to the date on which the Company Board or
compensation committee thereof actually awarded such Company Stock Option, (ii)
 qualifies for the Tax and accounting treatment afforded to such Company Stock
Option in the Company's Tax Returns and the Company SEC Documents made available
to Parent, respectively, and (iii) does not trigger any obligation or liability
for the holder thereof under Section 409A of the Code. Section 4.3 Subsidiaries.
Section 4.3 of the Company Disclosure Letter sets forth a true and complete list
 of each Subsidiary of the Company, including its jurisdiction of incorporation
    or formation. Except for the capital stock of, or other equity or voting
     interests in, its Subsidiaries, the Company does not own, directly or
indirectly, any equity, membership interest, partnership interest, joint venture
  interest, or other equity or voting interest in, or any interest convertible
into, exercisable, or exchangeable for any of the foregoing nor is it under any
 current or prospective obligation to form or participate in, provide funds to,
  make any loan, capital contribution, guarantee, credit enhancement or other
investment in, or assume any liability or obligation of, any Person. Section 4.4
 Authority. (a) The Company has all necessary corporate power and authority to
   execute, deliver, and perform its obligations under this Agreement and to
   consummate the Offer, the Merger, and the other transactions contemplated
   hereby. The execution, delivery, and performance of this Agreement by the
 Company and the consummation by the Company of the Offer, the Merger, and the
    other transactions contemplated hereby have been duly authorized by all
  necessary corporate action on the part of the Company and no other corporate
 proceedings on the part of the Company are necessary to approve this Agreement
or to consummate the Offer, the Merger, and the other transactions contemplated
hereby. This Agreement has been duly executed and delivered by the Company and,
  assuming the due authorization, execution, and delivery by Parent and Merger
  Sub, constitutes, a valid and binding obligation of the Company, enforceable
  against the Company in accordance with its terms (except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
 reorganization, or similar Laws affecting the enforcement of creditors' rights
   generally or by general principles of equity). (b) The Company Board, at a
meeting duly called and held at which all directors of the Company were present,
duly and unanimously adopted resolutions (i) determining that the terms of this
Agreement, the Offer, the Merger, and the other transactions contemplated hereby
   are fair to and in the best interests of the Company's stockholders, (ii)
     approving and declaring advisable this Agreement and the transactions
  contemplated hereby, including the Offer and the Merger, upon the terms and
subject to the conditions herein, and determining and resolving that the Merger
is governed by Section 251(h) of the DGCL, and (iii) resolving to recommend that
the Company's stockholders accept the Offer and tender their shares pursuant to
the Offer, which resolutions, as of the date hereof and, subject to Section 6.2,
 as of the Acceptance Time, have not been subsequently rescinded, modified, or
withdrawn in any way as of the date of this Agreement. (c) Assuming the Minimum
Condition is satisfied, no vote or consent of the holders of any class or series
       of the Company's capital stock or other securities is required to
--------------------------------------------------------------------------------
                               [[Image Removed]]
  17 authorize this Agreement or to consummate the Offer, the Merger, and the
 other transactions contemplated hereby. Section 4.5 No Conflict; Consents and
Approvals. (a) The execution, delivery and performance of this Agreement by the
 Company does not, and the consummation of the Offer, the Merger and the other
    transactions contemplated hereby and compliance by the Company with the
provisions hereof will not, conflict with, or result in any violation or breach
of, or default (with or without notice or lapse of time, or both) under, or give
  rise to a right of, or result in, termination, cancellation, modification or
 acceleration of any obligation or to the loss of a benefit under, or result in
 the creation of any Lien in or upon any of the properties, assets or rights of
  the Company or any of its Subsidiaries under, or give rise to any increased,
 additional, accelerated or guaranteed rights or entitlements under, or require
any consent, waiver or approval of any Person pursuant to, any provision of (i)
 the Company Charter or Company Bylaws, or the certificate of incorporation or
 bylaws (or similar organizational documents) of any Subsidiary of the Company,
(ii) any legally binding bond, debenture, note, mortgage, indenture, guarantee,
license, lease, purchase or sale order or other contract, commitment, agreement,
    instrument, obligation, arrangement, understanding, undertaking, permit,
concession or franchise, whether oral or written (each, including all amendments
  thereto, a "Contract") to which the Company or any of its Subsidiaries is a
    party or by which the Company or any of its Subsidiaries or any of their
      respective properties or assets may be bound or (iii) subject to the
   governmental filings and other matters referred to in Section 4.5(b), any
    applicable federal, state, local, or foreign law (including common law),
statute, ordinance, rule, code, regulation, order, judgment, injunction, decree,
 or other legally enforceable requirement ("Law") or any rule or regulation of
  NASDAQ applicable to the Company or any of its Subsidiaries or by which the
  Company or any of its Subsidiaries or any of their respective properties or
    assets may be bound, except in the case of clauses (ii) or (iii) for any
conflict, violation, breach, or default, loss, right or other occurrence which,
   individually or in the aggregate, has not had and would not reasonably be
 expected to have a Material Adverse Effect. (b) No consent, approval, order or
 authorization of, or registration, declaration, filing with or notice to, any
federal, state, local or foreign government or subdivision thereof or any other
   governmental, administrative, judicial, arbitral, legislative, executive,
regulatory or self- regulatory authority, instrumentality, agency, commission or
   body (each, a "Governmental Entity") is required by or with respect to the
 Company or any of its Subsidiaries in connection with the execution, delivery
  and performance of this Agreement by the Company or the consummation by the
Company of the Offer, the Merger and the other transactions contemplated hereby
   or compliance with the provisions hereof, except for (i) the filing of the
      pre-merger notification report under the Hart-Scott-Rodino Antitrust
  Improvements Act of 1976, as amended (the "HSR Act"), (ii) such filings and
   reports as may be required pursuant to the applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), the Exchange Act and
any other applicable state or federal securities, takeover and "blue sky" laws,
  (iii) the filing of the Certificate of Merger with the Delaware Secretary of
State as required by the DGCL, (iv) any filings and approvals required under the
    rules and regulations of NASDAQ, and (v) any consent, approval, order or
  authorization of, or registration, declaration, filing with or notice which,
   individually or in the aggregate, has not had and would not reasonably be
                  expected to have a Material Adverse Effect.
--------------------------------------------------------------------------------
                               [[Image Removed]]
18 Section 4.6 SEC Reports; Financial Statements. (a) The Company has filed with
or furnished to the SEC on a timely basis true and complete copies of all forms,
reports, schedules, statements, and other documents required to be filed with or
  furnished to the SEC by the Company since July 1, 2020 (all such documents,
  together with all exhibits and schedules to the foregoing materials and all
information incorporated therein by reference, the "Company SEC Documents"). As
of their respective filing dates (or, if amended or superseded by a filing prior
to the date of this Agreement, then on the date of such filing), (i) the Company
SEC Documents complied in all material respects with the applicable requirements
of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act of 2002, as
amended (the "Sarbanes-Oxley Act"), as the case may be, including, in each case,
 the rules and regulations promulgated thereunder, and (ii) none of the Company
 SEC Documents contained any untrue statement of a material fact or omitted to
  state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. (b) The financial statements (including the related notes
 and schedules thereto) included (or incorporated by reference) in the Company
 SEC Documents (i) have been prepared in a manner consistent with the books and
    records of the Company and its Subsidiaries, (ii) have been prepared in
 accordance with generally accepted accounting principles in the United States
("GAAP") (except, in the case of unaudited statements, as permitted by Form 10-Q
of the SEC) applied on a consistent basis during the periods involved (except as
    may be indicated in the notes thereto), (iii) complied as to form in all
  material respects with applicable accounting requirements and the published
  rules and regulations of the SEC with respect thereto as of their respective
   dates, and (iv) fairly presented in all material respects the consolidated
 financial position of the Company and its Subsidiaries as of the dates thereof
  and their consolidated results of operations and cash flows for the periods
referred to therein (subject, in the case of unaudited statements, to normal and
 recurring year-end audit adjustments that were not, or are not expected to be,
 material in amount), all in accordance with GAAP and the applicable rules and
regulations promulgated by the SEC. Since July 1, 2020, the Company has not made
any change in the accounting practices or policies applied in the preparation of
  its financial statements, except as required by GAAP, SEC rule or policy, or
 applicable Law. The books and records of the Company and its Subsidiaries have
been, and are being, maintained in all material respects in accordance with GAAP
    (to the extent applicable) and any other applicable legal and accounting
     requirements and reflect only  real transactions. (c) The Company has
  established and maintains disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Such disclosure controls
and procedures are designed to ensure that information relating to the Company,
    including its consolidated Subsidiaries, required to be disclosed in the
Company's periodic and current reports under the Exchange Act, is made known to
the Company's chief executive officer and its chief financial officer by others
 within those entities to allow timely decisions regarding required disclosures
   as required under the Exchange Act. The chief executive officer and chief
    financial officer of the Company have evaluated the effectiveness of the
  Company's disclosure controls and procedures and, to the extent required by
   applicable Law, presented in any applicable Company SEC Document that is a
  report on Form 10-K or Form 10-Q, or any amendment thereto, its conclusions
             about the effectiveness of the disclosure controls and
--------------------------------------------------------------------------------
                               [[Image Removed]]
 19 procedures as of the end of the period covered by such report or amendment
based on such evaluation. (d) The Company and its Subsidiaries have established
 and maintain a system of internal control over financial reporting (as defined
 in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) which is effective in
   providing reasonable assurance regarding the reliability of the Company's
 financial reporting and the preparation of the Company's financial statements
for external purposes in accordance with GAAP. The Company has disclosed, based
 on its most  exact evaluation of the Company's internal control over financial
    reporting prior to the date hereof, to the Company's auditors and audit
committee (i) any significant deficiencies and material weaknesses in the design
 or operation of the Company's internal control over financial reporting which
   are reasonably likely to adversely affect the Company's ability to record,
process, summarize, and report financial information and (ii) any fraud, whether
    or not material, that involves management or other employees who have a
 significant role in the Company's internal control over financial reporting. A
true, correct and complete summary of any such disclosures made by management to
  the Company's auditors and audit committee has been provided to Parent. (e)
Since July 1, 2020, (i) neither the Company nor any of its Subsidiaries nor, to
    the knowledge of the Company, any director, officer, employee, auditor,
  accountant, or representative of the Company or any of its Subsidiaries has
   received any material complaint, allegation, assertion, or claim, whether
  written or oral, regarding the accounting or auditing practices, procedures,
  methodologies, or methods of the Company or any of its Subsidiaries or their
   respective internal accounting controls, including any material complaint,
allegation, assertion, or claim that the Company or any of its Subsidiaries has
 engaged in questionable accounting or auditing practices and (ii) no attorney
representing the Company or any of its Subsidiaries, whether or not employed by
  the Company or any of its Subsidiaries, has reported evidence of a material
 violation of securities Laws, breach of fiduciary duty or similar violation by
  the Company or any of its Subsidiaries or any of their respective officers,
directors, employees or agents to the Company Board or any committee thereof or
to any director or officer of the Company or any of its Subsidiaries. (f) As of
 the date of this Agreement, there are no outstanding or unresolved comments in
the comment letters received from the SEC staff with respect to the Company SEC
Documents. To the knowledge of the Company, none of the Company SEC Documents is
   subject to ongoing review or outstanding SEC comment or investigation. The
 Company has made available to Parent true, correct, and complete copies of all
written correspondence between the SEC, on the one hand, and the Company and any
   of its Subsidiaries, on the other hand, occurring since July 1, 2020. (g)
   Neither the Company nor any of its Subsidiaries is a party to, or has any
     commitment to become a party to, any joint venture, off balance sheet
  partnership, or any similar Contract (including any Contract or arrangement
relating to any transaction or relationship between or among the Company and any
    of its Subsidiaries, on the one hand, and any unconsolidated Affiliate,
 including any structured finance, special purpose or limited purpose entity or
 Person, on the other hand, or any "off balance sheet arrangements" (as defined
  in Item 303(a) of Regulation S-K under the Exchange Act)), where the result,
   purpose, or intended effect of such Contract is to avoid disclosure of any
                  material transaction involving, or material
--------------------------------------------------------------------------------
                               [[Image Removed]]
 20 liabilities of, the Company or any of its Subsidiaries in the Company's or
such Subsidiary's published financial statements or other Company SEC Documents.
 (h) The Company is listed on Nasdaq Capital Market and in compliance with the
    rules for companies to be so listed. The Company is in compliance in all
material respects with (i) the provisions of the Sarbanes-Oxley Act and (ii) the
   rules and regulations of NASDAQ, in each case, that are applicable to the
Company. (i) No Subsidiary of the Company is required to file any form, report,
schedule, statement, or other document with the SEC. Section 4.7 No Undisclosed
Liabilities. Neither the Company nor any of its Subsidiaries has any liabilities
or obligations of any nature (including as a result of COVID-19 or any COVID-19
    Measures), whether accrued, absolute, contingent, or otherwise, known or
unknown, whether due or to become due and whether or not required to be recorded
     or reflected on a balance sheet under GAAP, except for liabilities or
obligations (a) to the extent accrued or reserved against or otherwise expressly
reflected or expressly provided for in the audited consolidated balance sheet of
  the Company and its Subsidiaries as at June 30, 2021 included in the Annual
    Report on Form 10-K filed by the Company with the SEC on August 25, 2021
   (without giving effect to any amendment thereto filed on or after the date
 hereof) (including in the notes thereto), (b) incurred in connection with the
transactions contemplated by this Agreement, (c) incurred in its Ordinary Course
 of Business since June 30, 2021 (none of which is a liability resulting from a
breach of contract, breach of warranty, tort, infringement or misappropriation),
 (d) set forth on Section 4.7 of the Company Disclosure Letter, or (e) that are
not material to the Company and its Subsidiaries, taken as a whole. For purposes
  of this Agreement, "Ordinary Course of Business" means, with respect to any
Person, the ordinary course of business consistent with the applicable Person's
 past custom and practice; provided that, actions taken (or omitted) reasonably
  and in good faith to respond to COVID-19 shall be deemed Ordinary Course of
   Business, so long as such actions (or omissions) are consistent with such
  Person's actions (or omissions) taken prior to the date of this Agreement in
   response to COVID-19 as set forth in Section 4.7 of the Company Disclosure
Letter or expressly described in the Company SEC Documents). Section 4.8 Certain
Information. The Schedule 14D-9 will not, at the time it is first filed with the
SEC, amended or supplemented or first published, distributed or disseminated to
 the Company's stockholders, 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 are
 made, not misleading. The Schedule 14D-9 will comply in all material respects
 with the requirements of the Exchange Act. Notwithstanding the foregoing, the
Company makes no representation or warranty with respect to statements included
or incorporated by reference in the Schedule 14D-9 based on information supplied
     in writing by or on behalf of Parent or Merger Sub or their respective
  Affiliates specifically for inclusion or incorporation by reference therein.
   None of the information supplied or to be supplied by or on behalf of the
 Company specifically for inclusion or incorporation by reference in any of the
Offer Documents will, at the respective times they are first filed with the SEC,
 amended or supplemented or first published, distributed or disseminated to the
Company's stockholders, contain any untrue statement of a material fact or omit
          to state any material fact required to be stated therein or
--------------------------------------------------------------------------------
                               [[Image Removed]]
21 necessary to make the statements therein, in light of the circumstances under
 which they are made, not misleading. Section 4.9 Absence of Certain Changes or
 Events. (a) Since June 30, 2021, (i) except in connection with this Agreement
 and the consummation of the transactions contemplated hereby, the Company and
  its Subsidiaries have conducted their businesses in all material respects in
 their Ordinary Course of Business; (ii) there has not been any event, change,
circumstance, occurrence, effect, or state of facts that, individually or in the
 aggregate, has had or would reasonably be expected to have a Material Adverse
 Effect; and (iii) neither the Company nor any of its Subsidiaries has suffered
   any loss, damage, destruction or other casualty affecting, in any material
  respect, any of its material properties or assets, whether or not covered by
insurance; and (b) since March 31, 2022, (i) neither the Company nor any of its
    Subsidiaries has experienced any business interruptions arising out of,
resulting from or related to COVID-19 or COVID-19 Measures, whether directly or
 indirectly; and (ii) neither the Company nor any of its Subsidiaries has taken
 any action that, if taken after the date of this Agreement, would constitute a
     breach of any of the covenants set forth in Section 6.1. Section 4.10
  Litigation. There is no action, suit, claim, arbitration, investigation, or
   other proceeding by or before any Governmental Entity (each, an "Action")
 pending or, to the knowledge of the Company, threatened against the Company or
 any of its Subsidiaries, any of their respective properties or assets, or any
present or former officer or director of the Company or any of its Subsidiaries
  in such individual's capacity as such, including with respect to any matter
  arising from or related to COVID-19 or COVID-19 Measures (whether regarding
  contractual, labor, employment, benefits, or other matters), other than any
Action commenced by a Person other than a Governmental Entity that (a) does not
  involve an amount in controversy in excess of $25,000, individually, and (b)
  does not seek material injunctive or other non-monetary relief. Neither the
 Company nor any of its Subsidiaries nor any of their respective properties or
 assets is subject to any outstanding judgment, order, injunction, or decree of
   any Governmental Entity that is or would reasonably be expected to have a
      materially adverse effect on the Company and its Subsidiaries, taken
     individually or as a whole, or its business or operations as currently
   conducted. There is no Action pending or, to the knowledge of the Company,
 threatened seeking to prevent, hinder, modify, delay, or challenge the Offer,
 the Merger, or the other transactions contemplated by this Agreement. There is
   no Action by the Company or any of its Subsidiaries pending, or which the
   Company or any of its Subsidiaries has commenced preparations to initiate,
against any other Person. Section 4.11 Compliance with Laws. (a) The Company and
 each of its Subsidiaries are currently, and since July 1, 2019, have been, in
compliance with all Laws applicable to their businesses, operations, properties,
 or assets, except where any non-compliance, individually or the aggregate, has
not had and would not reasonably be expected to have a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries has received, at any time since
  July 1, 2019, a written communication from a Governmental Entity alleging or
    relating to a possible material violation of any Law applicable to their
   businesses, operations, properties, or assets. The Company and each of its
     Subsidiaries have in effect all material permits, licenses, variances,
    exemptions, approvals, authorizations, consents, operating certificates,
       franchises, orders, and approvals (collectively, "Permits") of all
--------------------------------------------------------------------------------
                               [[Image Removed]]
  22 Governmental Entities necessary for them to own, lease, or operate their
  properties and assets and to carry on their businesses and operations as now
  conducted, and there has occurred no material violation of, material default
  (with or without notice or lapse of time or both) under, or event giving to
     others any right of revocation, non-renewal, adverse modification, or
   cancellation of, with or without notice or lapse of time or both, any such
 Permit, nor would any such revocation, non- renewal, adverse modification, or
   cancellation be reasonably expected to result from the consummation of the
     transactions contemplated hereby. (b) None of the Company, any of its
 Subsidiaries, or to the Company's knowledge any of their respective officers,
   directors, managers, or employees, or to the knowledge of the Company, any
    Person associated with or acting for or on behalf of such Persons, is a
 Sanctioned Person or organized, resident, located in, or acting on behalf of a
  Sanctioned Country. None of the Company, any of its Subsidiaries, or to the
 Company's knowledge any of their respective officers, directors, managers, or
  employees, or to the knowledge of the Company, any Person associated with or
 acting for or on behalf of such Persons, is in material violation of, nor has
   engaged in conduct during the past five (5) years that would constitute a
material violation of, International Trade Laws. Within the past five (5) years,
     neither the Company nor any of its Subsidiaries has made any voluntary
 disclosures to any Governmental Entity in relation to a possible violation of
any International Trade Laws and, to the knowledge of the Company, has not been
 the subject of any governmental investigation, enforcement action, or written
inquiry regarding the compliance of the Company or any of its Subsidiaries with
  such laws or been assessed any fine, penalty, or written warning under such
laws. Section 4.12 Benefit Plans. (a) Section 4.12(a) of the Company Disclosure
Letter contains a true and complete list of each "employee benefit plan" (within
 the meaning of section 3(3) of the Employee Retirement Income Security Act of
  1974, as amended ("ERISA"), whether or not subject to ERISA), "multiemployer
  plans" (within the meaning of ERISA section 3(37)), and all stock purchase,
 stock option, phantom stock or other equity-based plan, severance, retention,
salary continuation, termination, consulting, employment, collective bargaining,
  change-in-control, fringe benefit, bonus, incentive, deferred compensation,
  retirement, supplemental retirement, health, life, or disability insurance,
     dependent care and all other employee benefit and compensation plans,
agreements, programs, policies or other arrangements, whether or not subject to
ERISA (including any funding mechanism therefor now in effect or required in the
    future as a result of the transactions contemplated by this Agreement or
otherwise), whether formal or informal, written or oral, legally binding or not,
   under which any current or former employee, director or consultant of the
  Company or its Subsidiaries (or any of their dependents) has any present or
  future right to compensation or benefits or the Company or its Subsidiaries
sponsors or maintains, is making contributions to or has or could reasonably be
 expected to have any present or future liability or obligation (contingent or
   otherwise) or with respect to which it is otherwise bound. All such plans,
 agreements, programs, policies and arrangements shall be collectively referred
to as the "Company Plans." The Company has provided or made available to Parent
 a current, accurate and complete copy of each Company Plan, or if such Company
 Plan is not in written form, a written summary of all of the material terms of
such Company Plan. With respect to each Company Plan, the Company has furnished
  or made available to Parent a current, accurate and complete copy of, to the
      extent applicable: (i) any related trust agreement or other funding
--------------------------------------------------------------------------------
                               [[Image Removed]]
   23 instrument, (ii) the most  exact determination or opinion letter of the
 Internal Revenue Service (the "IRS"), (iii) any summary plan description along
  with all summaries of material modifications thereto, (iv) the Form 5500 and
attached schedules for the most  exact year for which a Form 5500 is available,
 (v) the financial statements for the most  exact year for which such financial
 statements are available (in audited form if required by ERISA), and (vi) the
      most  exact actuarial valuation report. (b) Neither the Company, its
      Subsidiaries or any member of their Controlled Group (defined as any
organization which is a member of a controlled, affiliated or otherwise related
 group of entities within the meaning of Code Sections 414(b), (c), (m) or (o))
has at any time within the last six (6) years sponsored, maintained, contributed
 to or been required to contribute to or incurred any liability (contingent or
 otherwise) with respect to: (i) a "multiemployer plan" (within the meaning of
   ERISA section 3(37)), (ii) an "employee pension benefit plan," within the
meaning of Section 3(2) of ERISA ("Pension Plan") that is subject to Title IV of
  ERISA or Section 412 of the Code, (iii) a Pension Plan which is a "multiple
employer plan" as defined in Section 413 of the Code, or (iv) a "funded welfare
  plan" within the meaning of Section 419 of the Code. (c) With respect to the
Company Plans: (i) each Company Plan complies in all material respects with its
 terms and in form and in operation with the applicable provisions of ERISA and
the Code and all other applicable legal requirements; (ii) no reportable event,
 as defined in Section 4043 of ERISA, no non- exempt prohibited transaction, as
described in Section 406 of ERISA or Section 4975 of the Code, or no accumulated
funding deficiency, as defined in Sections 302 of ERISA and 412 of the Code, has
occurred with respect to any Company Plan, and all contributions required to be
   made under the terms of any Company Plan have been timely made; (iii) each
   Company Plan intended to be qualified under Section 401(a) of the Code has
     received a favorable determination, advisory and/or opinion letter, as
     applicable, from the IRS that it is so qualified and, to the Company's
    knowledge, nothing has occurred since the date of such letter that would
  reasonably be expected to result in the loss of the qualified status of such
  Company Plan; (iv) there is no Action (including any investigation, audit or
other administrative proceeding) by the Department of Labor, the Pension Benefit
 Guaranty Corporation, the IRS or any other Governmental Entity or by any plan
    participant or beneficiary pending, or to the knowledge of the Company,
    threatened, relating to the Company Plans, other than routine claims for
benefits, nor, to the Company's knowledge, are there facts or circumstances that
 exist that could reasonably be expected to give rise to any such Actions; (v)
 none of the Company, its Subsidiaries or any member of their Controlled Group
  has incurred any direct or indirect liability under ERISA, the Code or other
   applicable Laws in connection with the termination of, withdrawal from or
                              failure to fund, any
--------------------------------------------------------------------------------
                               [[Image Removed]]
 24 Company Plan or other retirement plan or arrangement, and, to the Company's
  knowledge, no fact or event exists that could reasonably be expected to give
    rise to any such liability; (vi) the Company and its Subsidiaries do not
maintain any Company Plan that is a "group health plan" (as such term is defined
 in Section 5000(b)(1) of the Code) that has not been administered and operated
   in all material respects in compliance with the applicable requirements of
Section 601, et seq. of ERISA and Section 4980(b) of the Code; (vii) none of the
  Company Plans currently provides, or reflects or represents any liability to
 provide post-termination or retiree medical, health or life insurance benefits
to any person for any reason, except as may be required by Section 601, et seq.
   of ERISA and Section 4980B(b) of the Code or other applicable similar law
  regarding health care coverage continuation for which the covered individual
pays the full cost of coverage, and none of the Company, its Subsidiaries or any
members of their Controlled Group has any liability to provide post-termination
 or retiree medical, health or life insurance benefits to any person, except to
 the extent required by statute for which the covered individual pays the full
 cost of coverage; (viii) with respect to each Company Plan that is not subject
 exclusively to United States Law (a "Non-U.S. Benefit Plan"): (i) all employer
and employee contributions to each Non-U.S. Benefit Plan required by applicable
   Law or by the terms of such Non-U.S. Benefit Plan or pursuant to any other
contractual obligation (including contributions to all mandatory provident fund
schemes) have been timely made in accordance with applicable Law; (ii) from and
 after the Effective Time, such funds, accruals or reserves under the Non-U.S.
 Benefit Plans shall be used exclusively to satisfy benefit obligations accrued
 under such Non-U.S. Benefit Plans or else shall remain or revert to Parent and
 its Affiliates in accordance with the terms of such Non- U.S. Benefit Plan or
 applicable Law; and (iii) each Non-U.S. Benefit Plan required to be registered
  has been registered and has been maintained in good standing with applicable
 regulatory authorities; and (ix) the execution and delivery of this Agreement
and the consummation of the Merger will not, either alone or in combination with
 any other event, (A) entitle any current or former employee, officer, director
 or consultant of the Company or any Subsidiary to severance pay, unemployment
  compensation or any other similar termination payment, or (B) accelerate the
 time of payment or vesting, or increase the amount of or otherwise enhance any
benefit due any such employee, officer, director or consultant. (d) Neither the
Company nor any Subsidiary is a party to any agreement, contract, arrangement or
  plan (including any Company Plan) that may reasonably be expected to result,
separately or in the aggregate, in connection with the transactions contemplated
by this Agreement (either alone or in combination with any other events), in the
 payment of any "parachute payments" within the meaning of Section 280G of the
   Code. There is no agreement, plan or other arrangement to which any of the
Company or any Subsidiary is a party or by which any of them is otherwise bound
to compensate any person in respect of Taxes or other liabilities incurred with
    respect to Section 409A or 4999 of the Code. (e) Each Company Plan that
 constitutes in any part a "nonqualified deferred compensation plan" within the
           meaning of Section 409A(d)(1) of the Code (a "Nonqualified
--------------------------------------------------------------------------------
                               [[Image Removed]]
  25 Deferred Compensation Plan") subject to Section 409A of the Code has been
operated and maintained since January 1, 2005 in compliance with Section 409A of
   the Code and the regulations and other administrative guidance promulgated
      thereunder (the "409A Authorities"). No Company Plan that would be a
Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but
  for the effective date provisions that are applicable to Section 409A of the
Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004,
 as amended (the "AJCA"), has been "materially modified" within the meaning of
Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith
reasonable interpretation of the AJCA and the 409A Authorities and has not been
 operated in compliance with the 409A Authorities. No person is entitled to any
gross-up, make-whole or other additional payment from the Company or any of its
 Subsidiaries in respect of any Tax (including Federal, state, local or foreign
income, excise or other Taxes (including Taxes imposed under Section 409A of the
 Code)) or interest or penalty related thereto. (f) Neither the Company nor any
   of its Subsidiaries has amended its Company Plans in response to COVID-19.
 Neither the Company nor any of its Subsidiaries has experienced a partial plan
    termination as the result of any employee reductions. Section 4.13 Labor
 Matters. (a) The Company and its Subsidiaries are, and since July 1, 2019 have
 been, in compliance with all applicable Laws relating to labor and employment,
 including those relating to wages, hours, collective bargaining, unemployment
 compensation, workers compensation, worker health and safety, equal employment
    opportunity, age and disability discrimination, immigration control, and
 employee classification, except where any non-compliance, individually or the
 aggregate, has not had and would not reasonably be expected to have a Material
    Adverse Effect; provided that the foregoing is without limitation to the
provisions of subsections (g) and (h) of this Section 4.13. Since July 1, 2019,
 there has not been, and as of the date of this Agreement there is not pending
    or, to the knowledge of the Company, threatened, any labor dispute, work
stoppage, labor strike or lockout against the Company or any of its Subsidiaries
   by employees. (b) No employee of the Company or any of its Subsidiaries is
 covered by an effective or pending collective bargaining agreement or similar
    labor agreement. To the knowledge of the Company, there has not been any
 activity on behalf of any labor union, labor organization or similar employee
group to organize or seek recognition on behalf of any employees of the Company
 or any of its Subsidiaries. There are no (i) unfair labor practice charges or
  complaints against the Company or any of its Subsidiaries pending before the
    National Labor Relations Board or any other labor relations tribunal or
authority and to the knowledge of the Company no such representations, claims or
petitions are threatened, (ii) representation claims or petitions pending before
  the National Labor Relations Board or any other labor relations tribunal or
  authority or (iii) grievances or pending arbitration proceedings against the
  Company or any of its Subsidiaries that arose out of or under any collective
 bargaining agreement. (c) Since July 1, 2019, (i) neither the Company nor any
     Subsidiary has effectuated a "plant closing" (as defined in the Worker
Adjustment Retraining and Notification Act of 1988, as amended (the "WARN Act"))
 affecting any site of employment or one or more facilities or operating units
    within any site of employment or facility, (ii) there has not occurred a
--------------------------------------------------------------------------------
                               [[Image Removed]]
26 "mass layoff" (as defined in the WARN Act) in connection with the Company or
  any Subsidiary affecting any site of employment or one or more facilities or
operating units within any site of employment or facility and (iii) neither the
  Company nor any Subsidiary has engaged in layoffs or employment terminations
   sufficient in number to trigger application of any similar state, local or
  foreign law. Each person employed by the Company or any Subsidiary was or is
   properly classified as exempt or non-exempt in accordance with applicable
overtime laws, and no person treated as an independent contractor or consultant
  by the Company or any Subsidiary should have been properly classified as an
employee under applicable law. (d) Except as set forth on Section 4.13(d) of the
 Company Disclosure Letter, there are no actions against the Company or any of
   its Subsidiaries pending, or to the Company's knowledge, threatened to be
brought or filed, in connection with the employment or engagement of any current
    or former employee, officer, consultant or other service provider of the
    Company, including, without limitation, any claim relating to employment
discrimination, harassment, retaliation, equal pay, employment classification or
any other employment related matter arising under applicable Laws, except where
 such action would not, individually or in the aggregate, result in the Company
 incurring a material liability. (e) Except as set forth on Section 4.13(e) of
the Company Disclosure Letter or with respect to any Company Plan (which subject
  is addressed in Section 4.12 above), the execution of this Agreement and the
consummation of the transactions set forth in or contemplated by this Agreement
 will not result in any breach or violation of, or cause any payment to be made
  under, any applicable Laws respecting labor and employment or any collective
bargaining agreement to which the Company or any of its Subsidiaries is a party.
    (f) Since January 1, 2019, (i) the Company has not received any written
allegation that any current or former director, executive officer, or manager of
 the Company or any of its Subsidiaries has engaged in sexual or other unlawful
harassment with respect to his or her service or employment with the Company or
  a Subsidiary, (ii) to the knowledge of the Company, no incidents of any such
workplace sexual harassment, discrimination or other misconduct have, occurred,
and (iii) neither the Company nor any of its Subsidiaries have entered into any
settlement agreement related to allegations of sexual harassment, discrimination
 or other misconduct by any of their directors, executive officers, or managers
 described in clause (i) hereof. (g) Except as set forth in Section 4.13(g) of
 the Company Disclosure Letter, since January 1, 2020, as related to COVID-19,
   neither the Company nor any of its Subsidiaries has (i) taken any material
    action with respect to any employees of the Company or its Subsidiaries,
including implementing workforce reductions, terminations, furloughs or material
changes to compensation, benefits or working conditions, or (ii) applied for or
 received loans or payments under the CARES Act, including any loans under the
U.S. Small Business Administration Paycheck Protection Program established under
      the CARES Act (each such loan received by the Company or any of its
 Subsidiaries, a "PPP Loan") or any other COVID-19 Measures, or claimed any Tax
  credits or deferred any Taxes thereunder. The borrower of each PPP Loan was
 eligible for such PPP Loan at the time of its application therefor and at the
 time it received the proceeds of such PPP Loan. The borrower of each PPP Loan
  complied with all applicable Laws in applying for, using the proceeds of and
          seeking forgiveness of such PPP Loan. Each PPP Loan has been
--------------------------------------------------------------------------------
                               [[Image Removed]]
  27 fully forgiven by the U.S. Small Business Administration. The borrower of
    each PPP Loan is in compliance with all document retention requirements
applicable to such PPP Loan. (h) Neither the Company nor any of its Subsidiaries
 has received any formal written complaints (i) from employees regarding leaves
    of absence, paid sick time, or similar matters related to COVID-19, (ii)
  regarding the Company's or any of its Subsidiaries' reporting, or failure to
    report, to employees, contractors, customers, vendors or the public, the
presence of employees or contractors who have tested positive for, or exhibited
symptoms of, COVID-19, or other potential means of exposure to COVID-19 or (iii)
   from any employee, customer, or vendor alleging the Company or any of its
     Subsidiaries failed in any material respect to provide a safe working
  environment, appropriate equipment or accommodation in relation to COVID-19.
 Section 4.14 Environmental Matters. (a) Except as set forth in Section 4.14(a)
   of the Company Disclosure Letter, (i) to the knowledge of the Company, the
    Company and each of its Subsidiaries have for the prior three (3) years
 conducted their respective businesses in compliance with all, and have not for
  the prior three (3) years been in violation of any, applicable Environmental
    Laws or Regulated Medical Waste Laws, except where any non-compliance or
 violation, individually or the aggregate, has not had and would not reasonably
    be expected to have a Material Adverse Effect; (ii) the Company and its
  Subsidiaries have obtained, and are in material compliance with, all Permits
required under any Environmental Law and any Regulated Medical Waste Laws; (iii)
  to the knowledge of the Company, there has been no Release of any Hazardous
 Material by the Company or any of its Subsidiaries or any other Person in any
   manner that has given or would reasonably be expected to give rise to any
material remedial or investigative obligation, corrective action requirement, or
      liability of the Company or any of its Subsidiaries under applicable
Environmental Laws or Regulated Medical Waste Laws; (iv) neither the Company nor
    any of its Subsidiaries has received any written claims, notices, demand
 letters, or requests for information (except for such claims, notices, demand
   letters, or requests for information the subject matter of which has been
 resolved prior to the date of this Agreement) from any federal, state, local,
 foreign, or provincial Governmental Entity or any other Person asserting that
     the Company or any of its Subsidiaries is in material violation of, or
materially liable under, any Environmental Law or Regulated Medical Waste Laws;
(v) to the knowledge of the Company, no Hazardous Material has been disposed of,
arranged to be disposed of, Released, transported, stored, used, or manufactured
 in material violation of any applicable Environmental Law or Regulated Medical
 Waste Laws, or in a manner that has given rise to, or that would reasonably be
  expected to give rise to, material liability under any Environmental Law or
Regulated Medical Waste Law, in each case, on, at, under, or from any current or
 former properties or facilities owned, leased, operated, or controlled by the
Company or any of its Subsidiaries or, to the Company's knowledge, any of their
 predecessors or as a result of any operations or activities of the Company or
                            any of its Subsidiaries
--------------------------------------------------------------------------------
                               [[Image Removed]]
28 at any location and, to the knowledge of the Company, Hazardous Materials are
not otherwise present at or about any such properties or facilities in amount or
   condition that has resulted in or would reasonably be expected to require
  notification to any Governmental Entity or investigation and/or remediation
   pursuant to any Environmental Laws or Regulated Medical Waste Law or would
  reasonably be expected to give rise to any material loss or liability to the
  Company or any of its Subsidiaries under any Environmental Law or Regulated
Medical Waste Law; (vi) neither the Company, its Subsidiaries, nor any of their
 respective properties or facilities are subject to, or to the knowledge of the
 Company are threatened to become subject to, any material liabilities relating
     to any suit, settlement, court order, administrative order, regulatory
requirement, judgment, or claim asserted or arising under any Environmental Law
 or any Regulated Medical Waste Law or any agreement relating to environmental
  liabilities; (vii) neither the Company nor its Subsidiaries have assumed any
  material obligation or liability of any other Person relating to or arising
    under Environmental Law or Regulated Medical Waste Law by Contract or by
 operation of law; and (viii) to the knowledge of the Company, the Company and
 its Subsidiaries have made available to Parent complete copies of all audits,
   reports, studies, assessments, and results of investigations addressing or
    relating to compliance with Environmental Law or material environmental
 liabilities or claims that are in the possession or control of the Company or
  any of its Subsidiaries, with respect to all currently or previously owned,
leased, or operated properties of the Company or any of its Subsidiaries. (b) As
   used herein, "Environment" means any of the following: (i) land, including
 surface land, sub-surface strata, and any natural or man-made structures; (ii)
   water, including coastal and inland waters, surface waters, ground waters,
     drinking water supplies, and waters in drains and sewers, surface and
   sub-surface strata; (iii) air, including indoor and outdoor air; and (vi)
natural resources. (c) As used herein, "Environmental Law" means any applicable
    Law relating to health and safety (to the extent related to exposure to
 Hazardous Materials) and the protection of the environment, including, but is
 not limited to, the following statutes, as amended, any successor thereto, and
 any regulations promulgated pursuant thereto, and any state or local statutes,
ordinances, rules, regulations, and the like addressing similar issues governing
      the use, ownership, or operation of real property: the Comprehensive
 Environmental Response, Compensation and Liability Act; the Emergency Planning
 and Community Right-to-Know Act; the Hazardous Substances Transportation Act;
    the Resource Conservation and Recovery Act (including but not limited to
Subtitle I relating to underground storage tanks); the Solid Waste Disposal Act;
 the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the
 Safe Drinking Water Act; the Occupational Safety and Health Act (to the extent
 regulating Hazardous Materials); the Federal Water Pollution Control Act; the
Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act;
the Oil Pollution Act of 1990; and the River and Harbors Appropriation Act, and
  those relating to lead based paint. (d) As used herein, "Hazardous Material"
     means any material, substance, or waste defined, listed, regulated, or
          characterized as "hazardous" or "toxic" or "pollutant" or a
--------------------------------------------------------------------------------
                               [[Image Removed]]
      29 "contaminant" (or words of similar intent or meaning) pursuant to
 Environmental Laws, including, without limitation, any petroleum or petroleum
  products, or derivative or fraction thereof, any form of natural gas, lead,
  building construction materials and debris, radioactive materials (including
 radon gas), asbestos or asbestos-containing materials, urea-formaldehyde foam
   insulation, per-and polyfluoroalkyl substances, polychlorinated biphenyls
 ("PCBs") and PCB-containing equipment, infectious, carcinogenic, mutagenic, or
etiologic agents, pesticides, reactants, defoliants, explosives, flammables, and
corrosives, in each case as regulated, or may form the basis of liability, under
Environmental Laws. (e) As used herein, "Regulated Medical Waste Law" means any
  applicable Law pertaining to the management, transportation, treatment, and
 disposal of regulated medical wastes. (f) As used herein, "Release" means any
 release, spill, emission, escape, leak, pumping, injection, emptying, pouring,
dumping, deposit, disposal (including the abandonment or discarding of barrels,
  containers, or other receptacles containing Hazardous Materials), discharge,
   dispersal, leaching, or migration into the indoor or outdoor Environment.
Section 4.15 Taxes. (a) All income and other material Tax Returns required to be
 filed by or with respect to the Company and its Subsidiaries have been timely
filed (taking into account any valid extensions of time to file). All income and
   other material Tax Returns filed by or with respect to the Company and its
 Subsidiaries are true, complete and correct in all material respects, and were
 prepared in compliance with all applicable Laws. All income and other material
Taxes of or payable by the Company and its Subsidiaries, whether or not shown as
due and payable on any Tax Return, have been timely paid. (b) No written claim,
    or other claim of which the Company has knowledge, has been made by any
Governmental Entity in a jurisdiction where the Company or any its Subsidiaries
  does not file a particular Tax Return or pay a particular Tax that indicates
 that the Company or any of its Subsidiaries is or may be required to file such
 Tax Return or pay such Tax. (c) The Company financial statements contained in
the Company SEC Documents contain adequate reserves in accordance with GAAP for
   all liabilities for income and other material Taxes of the Company of its
  Subsidiaries that have accrued but were not yet due and payable or that are
 being contested in good faith as of the dates thereof, and neither the Company
   nor any of its Subsidiaries has incurred any material liability for Taxes
 subsequent to the date of the latest Company financial statements contained in
the Company SEC Documents except in the Ordinary Course of Business. (d) Neither
  the Company nor any of its Subsidiaries is currently the beneficiary of any
 extension of time within which to file any income or other material Tax Return
  (other than automatic extensions of time to file Tax Returns in the Ordinary
 Course of Business). There are no Liens on any of the assets of the Company or
 any of its Subsidiaries for any material amount of Taxes, other than Permitted
   Liens. (e) The Company and its Subsidiaries have complied in all material
 respects with all applicable Laws relating to the collection or withholding of
                            material Taxes and have,
--------------------------------------------------------------------------------
                               [[Image Removed]]
    30 within the time and manner prescribed by Law, paid over to the proper
 Governmental Entity all material amounts required to be collected or withheld
and paid over under applicable Laws. (f) No federal, state, provincial, local or
non-U.S. Tax audits or administrative or judicial Tax proceedings are currently
 being conducted or pending or have been threatened in writing with respect to
  the Company or any of its Subsidiaries. No deficiency or proposed adjustment
   with respect to the payment of any income or other material Taxes has been
   asserted in writing against the Company or any of its Subsidiaries by any
   Governmental Entity, which has not been fully paid or finally settled. (g)
 Neither the Company nor any of its Subsidiaries has granted any waiver of any
 statute of limitations in respect of any income and other material Tax or Tax
Return which has not yet expired or agreed to any extension of time with respect
to the assessment or collection of any Tax which has not yet expired (excluding
  extensions of time to file Tax Returns obtained in the ordinary course). (h)
Neither the Company nor any of its Subsidiaries is, or has been, a United States
 real property holding corporation within the meaning of Code Section 897(c)(2)
  during the applicable period specified in Section 897(c)(1)(a) of the Code.
 Neither the Company nor any of its Subsidiaries is a party to or bound by any
   Tax allocation, indemnity or sharing agreement, other than, in each case,
 standard commercial agreements with third parties entered into in the Ordinary
Course of Business the principal purpose of which is unrelated to Taxes. Neither
 the Company nor any of its Subsidiaries (i) has been a member of an affiliated
 group (within the meaning of Section 1504 of the Code) or part of a combined,
consolidated, unitary or affiliated group filing a single Tax Return (other than
  any such group the common parent of which is or was the Company) or (ii) has
 liability for the Taxes of any other Person (other than the Company or any of
  its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar
 provision of any Law) or as a successor or transferee. (i) Neither the Company
   nor any of its Subsidiaries has participated in or been the promoter of a
       "listed transaction", as set forth in Treasury Regulations Section
 1.6011-4(b)(2) or any comparable provision of state, local or foreign law. (j)
Neither the Company nor any of its Subsidiaries will be required to include any
item of income in, or exclude any item of deduction from, taxable income for any
taxable period (or portion thereof) beginning after the Closing Date as a result
of (i) any prepaid amount received or deferred revenue accrued by the Company or
   any of its Subsidiaries on or prior to the Closing Date, other than in the
   Ordinary Course of Business, (ii) any change in method of accounting for a
   taxable period ending on or prior to the Closing Date, (iii) any use of an
  improper method of accounting for a taxable period ending on or prior to the
Closing Date, (iv) intercompany transaction or excess loss account described in
  Treasury Regulations under Section 1502 of the Code (or any corresponding or
similar provision of state, local or non-U.S. Law) entered into or in existence
  on or prior to the Closing Date, (v) any "closing agreement" as described in
 Section 7121 of the Code (or any corresponding or similar provision of state,
  local or non-U.S. Law) executed on or prior to the Closing Date, or (vi) any
installment sale or open transaction disposition made on or prior to the Closing
                                     Date.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   31 (k) Within the past three (3) years, neither the Company nor any of its
   Subsidiaries has distributed the stock of another Person, or had its stock
 distributed by another Person, in a transaction that was purported or intended
   to be governed in whole or in part by Sections 355 or 361 of the Code. (l)
Neither the Company nor any of its Subsidiaries is required to file an income or
   other material Tax Return in, or is not subject to taxation by or in, any
 jurisdiction outside of the United States. (m) Neither the Company nor any of
its Subsidiaries has (i) deferred any Taxes under Section 2302 of the CARES Act,
  IRS Notice 2020-65, or any similar or analogous provision of applicable Law,
 (ii) claimed any Tax credits under Sections 7001 through 7005 of the Families
   First Coronavirus Response Act and Section 2301 of the CARES Act, or (iii)
  sought (nor has any Affiliate that would be aggregated with the Company and
treated as one employer for purposes of Section 2301 of the CARES Act sought) a
covered loan under paragraph (36) of Section 7(a) of the Small Business Act (15
    U.S.C. 636(a)), as added by Section 1102 of the CARES Act. Section 4.16
Contracts. (a) Section 4.16 of the Company Disclosure Letter lists each Contract
  of the following types to which the Company or any of its Subsidiaries is a
party or by which any of their respective properties or assets is bound: (i) any
   Contract that would be required to be filed by the Company as a "material
contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act
 or disclosed by the Company on a Current Report on Form 8-K; (ii) any Contract
  that limits in any material respect the ability of the Company or any of its
  Subsidiaries to compete in any line of business or with any Person or in any
  geographic area, or that restricts in any material respect the right of the
 Company and its Subsidiaries to sell to or purchase from any Person or to hire
  any Person, or that grants the other party or any third Person "most favored
 nation" status or any type of special discount rights; (iii) any Contract that
grants any exclusive rights, rights of refusal, rights of first negotiation, or
 similar rights to any Person; (iv) other than with respect to a partnership or
  limited liability company that is wholly owned by the Company or any of its
wholly owned Subsidiaries, any Contract with respect to the formation, creation,
   operation, management, or control of a joint venture, partnership, limited
liability, or other similar agreement or arrangement; (v) any Contract relating
  to Indebtedness; (vi) any Contract involving the acquisition or disposition
 directly or indirectly (by merger or otherwise), of assets or capital stock or
   other equity interests for aggregate consideration (in one or a series of
transactions) in excess of $100,000 and for which the Company, any Subsidiary of
  the Company or any other Person has continuing obligations thereunder (other
    than acquisitions or dispositions of inventory in the Ordinary Course of
                                   Business);
--------------------------------------------------------------------------------
                               [[Image Removed]]
 32 (vii) any Contract that by its terms calls for aggregate payment or receipt
 by the Company and its Subsidiaries under such Contract of more than $500,000
over the remaining term of such Contract; (viii) any Contract pursuant to which
  the Company or any of its Subsidiaries has continuing indemnification (other
  than Contracts entered into in the Ordinary Course of Business), guarantee,
  "earn-out," or other contingent payment obligations, in each case that could
 result in payments in excess of $100,000; (ix) any Contract that is a license
 agreement, covenant not to sue agreement, or co-existence agreement or similar
 material agreement, to which the Company or any of its Subsidiaries is a party
and licenses or receives rights in Intellectual Property owned by a third party
 or licenses out or grants rights in Intellectual Property owned by the Company
  or its Subsidiaries or agrees not to assert or enforce Intellectual Property
    owned by the Company or any Subsidiary, other than non-exclusive license
agreements for off-the-shelf software that is generally commercially available;
 (x) any Contract that provides for any confidentiality, standstill, or similar
  obligations other than any Contracts entered into in the Ordinary Course of
      Business; (xi) any Contract that obligates the Company or any of its
 Subsidiaries to make any capital commitment, loan, or expenditure in an amount
   in excess of $50,000; (xii) any Contract between the Company or any of its
Subsidiaries, on the one hand, and any Affiliate or Related Party thereof, other
 than any Subsidiary of the Company; (xiii) any Contract with any Governmental
 Entity; (xiv) any Contract that requires a consent to or otherwise contains a
 provision relating to a "change of control," or that would or would reasonably
 be expected to prevent, delay, or impair the consummation of the transactions
contemplated by this Agreement; or (xv) any Contract with a Top  provider or Top
  Customer. Each contract of the type described in clauses (i) through (xv) is
 referred to herein as a "Material Contract." (b) (i) Each Material Contract is
valid and binding on the Company and any of its Subsidiaries to the extent such
   Subsidiary is a party thereto, as applicable, and to the knowledge of the
     Company, each other party thereto, and is in full force and effect and
      enforceable in accordance with its terms (except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
 reorganization, or similar Laws affecting the enforcement of creditors' rights
generally or by general principles of equity); (ii) the Company and each of its
 Subsidiaries, and, to the knowledge of the Company, each other party thereto,
has performed all material obligations required to be performed by it under each
 Material Contract; and (iii) there is no default or breach under any Material
 Contract by the Company or any of its Subsidiaries or, to the knowledge of the
    Company, any other party thereto, and no event or condition has occurred
--------------------------------------------------------------------------------
                               [[Image Removed]]
     33 that constitutes, or, after notice or lapse of time or both, would
    constitute, a default or breach on the part of the Company or any of its
Subsidiaries or, to the knowledge of the Company, any other party thereto under
   any such Material Contract, nor has the Company or any of its Subsidiaries
received any written notice of any such default, event or condition (other than
  any defaults or breaches that the Company or a Subsidiary has cured or that
would not reasonably be expected to be material to the Company and the Company's
    Subsidiaries, taken as a whole); provided, that the foregoing is without
limitation to the provisions of subsection (c) of this Section 4.16. The Company
has made available to Parent true and complete copies of all Material Contracts,
    including all amendments thereto. (c) Neither the Company nor any of its
  Subsidiaries has received any written notices seeking (i) to excuse a third
 party's non-performance, or delay a third party's performance, under existing
 Material Contracts due to interruptions caused by COVID-19 (through invocation
  of force majeure or similar provisions, or otherwise), or (ii) to modify any
existing Material Contract due to COVID-19. Section 4.17 Insurance. The Company
    and each of its Subsidiaries is covered by valid and currently effective
    insurance policies issued in favor of the Company or one or more of its
Subsidiaries that provide adequate coverage for all normal risks incident to the
business of the Company and its Subsidiaries and their respective properties and
assets. Section 4.17 of the Company Disclosure Letter sets forth, as of the date
 hereof, a true and complete list of all material insurance policies issued in
   favor of the Company or any of its Subsidiaries, or pursuant to which the
      Company or any of its Subsidiaries is a named insured or otherwise a
 beneficiary, as well as any historic incurrence-based policies still in force.
With respect to each such insurance policy, (a) such policy is in full force and
effect and all premiums due thereon have been paid, and (b) neither the Company
   nor any of its Subsidiaries is in breach or default, and has not taken any
 action or failed to take any action which (with or without notice or lapse of
   time, or both) would constitute such a breach or default, or would permit
     termination or modification of, any such policy. No written notice of
 cancellation or termination has been received with respect to any such policy,
  nor will any cancellation or termination result from the consummation of the
      transactions contemplated hereby. Neither the Company nor any of its
   Subsidiaries has made any claims on existing insurance policies, including
     business interruption insurance, as a result of COVID-19. Section 4.18
Properties. (a) The Company or one of its Subsidiaries has good and valid title
   to, or in the case of leased property and leased tangible assets, a valid
 leasehold interest in, all of its real properties and tangible assets that are
 necessary for the Company and/or its Subsidiaries to conduct their respective
 businesses as currently conducted, free and clear of all Liens other than (i)
 Liens for Taxes and assessments not yet past due or the amount or validity of
    which is being contested in good faith by appropriate proceedings, (ii)
 mechanics', workmen's, repairmen's, warehousemen's and carriers' Liens arising
 in the Ordinary Course of Business of the Company or such Subsidiary that are
either not the responsibility and liability of the Company or such Subsidiary or
  are being bonded over, paid for and/or removed in full prior to the Closing
 consistent with past practice, (iii) any such matters of record, such as Liens
   and other imperfections of title to tangible or real property that do not,
individually or in the aggregate, materially impair the continued ownership, use
    and operation of the assets to which they relate in the business of the
--------------------------------------------------------------------------------
                               [[Image Removed]]
 34 Company and/or its Subsidiaries as currently conducted, (iv) non-exclusive
licenses to Intellectual Property granted in the Ordinary Course of Business of
the Company or its Subsidiaries, (v) any Liens imposed by applicable Law that do
     not, individually or in the aggregate, materially impair the continued
ownership, use and operation of the assets to which they relate in the business
  of the Company and/or its Subsidiaries as currently conducted, and (vi) any
other Liens that, individually or in the aggregate, do not materially impair the
  value or the continued use or operation of the assets or properties to which
they relate in the business of the Company and/or its Subsidiaries as currently
conducted ("Permitted Liens"). Except as has not had and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect on
 the Company, the tangible personal property currently used in the operation of
   the business of the Company and its Subsidiaries is in good working order,
   repair and condition (reasonable wear and tear excepted). (b) Each of the
Company and its Subsidiaries has complied with the terms of all leases to which
it is a party, and all such leases are in full force and effect, except for any
such noncompliance or failure to be in full force and effect that, individually
or in the aggregate, has not had and would not reasonably be expected to have a
    Material Adverse Effect. Each of the Company and its Subsidiaries enjoys
 peaceful and undisturbed possession under all such leases, except for any such
 failure to do so that, individually or in the aggregate, has not had and would
   not reasonably be expected to have a Material Adverse Effect. (c) Section
4.18(c) of the Company Disclosure Letter sets forth a true and complete list of
 (i) all real property owned by the Company or any of its Subsidiaries and (ii)
     all real property leased for the benefit of the Company or any of its
Subsidiaries. This Section 4.18 does not relate to intellectual property, which
is the subject of Section 4.19. Section 4.19 Intellectual Property. (a) Section
4.19(a) of the Company Disclosure Letter sets forth a true and complete list of
 all registered Marks, Patents and registered Copyrights, including any pending
 applications to register any of the foregoing, owned (in whole or in part) by
 the Company or any of its Subsidiaries and that are material to the businesses
  of the Company or any of its Subsidiaries (collectively, "Company Registered
  IP"). All Company Registered IP (other than registered Intellectual Property
   applications) is subsisting, valid, and, to the knowledge of the Company,
enforceable. No Company Registered IP is involved in any interference, reissue,
   reexamination, opposition, cancellation or similar proceeding and, to the
knowledge of the Company, no such action is or has been threatened with respect
  to any of the Company Registered IP. (b) The Company or its Subsidiaries own
 exclusively, free and clear of any and all Liens (other than Permitted Liens),
   all Company Registered IP and all other Intellectual Property owned by the
 Company or any of its Subsidiaries. Either the Company or a Subsidiary of the
Company owns, or is licensed pursuant to an enforceable, written agreement, all
       material Intellectual Property used in their respective businesses
 (collectively, the "Company Intellectual Property"). The Company Intellectual
Property constitutes all Intellectual Property necessary for the conduct of the
Company's and its Subsidiaries' businesses as they are currently and proposed to
                                 be conducted.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  35 (c) There are no pending or, to the knowledge of the Company, threatened
claims by any Person alleging infringement, misappropriation or dilution by the
 Company or any of its Subsidiaries of the Intellectual Property rights of any
 Person. The conduct of the businesses of the Company and its Subsidiaries has
not infringed, misappropriated or diluted, and does not infringe, misappropriate
 or dilute, any Intellectual Property rights of any Person. Neither the Company
nor any of its Subsidiaries has made any claim of infringement, misappropriation
or other violation by others of its rights to or in connection with the Company
Intellectual Property. To the knowledge of the Company, no Person is infringing,
misappropriating or diluting any Company Intellectual Property. No Intellectual
Property owned by the Company or any of its Subsidiaries that is material to any
 of the businesses of the Company or any of its Subsidiaries is subject to any
 outstanding order, judgment, decree or stipulation restricting or limiting in
 any material respect the use or licensing thereof by the Company or any of its
Subsidiaries. (d) Each of the Company and its Subsidiaries has taken reasonable
 steps in accordance with standard industry practices to protect its rights in
its Intellectual Property and maintain the confidentiality of all Trade Secrets
of the Company or its Subsidiaries, including safeguarding any such information
 that is accessible through computer systems or networks, and there has been no
unauthorized disclosure of any Trade Secrets of the Company or its Subsidiaries.
All current and former employees, consultants and contractors of the Company or
any of its Subsidiaries who have contributed to the conception or development of
 Intellectual Property relating to the businesses of the Company or any of its
       Subsidiaries have executed and delivered proprietary information,
    confidentiality and assignment agreements assigning all right, title and
  interest in such Intellectual Property to the Company and including industry
     standard confidentiality obligations. (e) The execution, delivery and
   performance by the Company of this Agreement, and the consummation of the
 transactions contemplated hereby, will not result in the loss of, or give rise
  to any license or right of any third party to terminate or modify any of the
 Company's or any Subsidiaries' rights or obligations under any agreement under
   which Intellectual Property is licensed to or by the Company or any of its
Subsidiaries and that is material to any of the businesses of the Company or any
of its Subsidiaries. (f) The IT Systems owned by the Company or its Subsidiaries
  constitute all IT Systems necessary for the conduct of the Company's and its
  Subsidiaries' businesses as they are currently and proposed to be conducted.
 There has not been any material malfunction with respect to any of the Company
IT Systems that has not been remedied or replaced in all material respects. (g)
 The Company and each of its Subsidiaries have implemented technical, physical,
  and organizational measures in compliance in all material respects with Data
Security Requirements. (h) To the knowledge of the Company, since July 1, 2019,
 there have been no security breaches, including in which Personal Information
     was or may have been stolen, lost, unavailable, destroyed, altered, or
 improperly accessed, disclosed, or used without authorization, or unauthorized
  use, access, copying, modification, disclosure, or intrusions of any of the
   Company IT Systems or any Personal Information. Since July 1, 2019, to the
                                   Company's
--------------------------------------------------------------------------------
                               [[Image Removed]]
36 knowledge, no circumstance has arisen in which any Data Security Requirement
would require the Company to notify any Person or any Governmental Entity, of a
security breach. (i) The Company and each of its Subsidiaries, and each of their
   respective officers, employees, and, to the knowledge of the Company, any
processors acting on their behalf are in compliance with, and since December 31,
 2019 have been in compliance with, all applicable Data Security Requirements,
except where any such non-compliance, individually or the aggregate, has not had
 and would not reasonably be expected to have a Material Adverse Effect. To the
 knowledge of the Company, the Company is not, and since December 31, 2019 has
   not been, under audit or investigation by any authority regarding its data
  processing or Data Security Requirements. Since July 1, 2019, there have not
 been any written notices, claims, demands, audits, or actions received by the
  Company or its Subsidiaries from any third party, including any Governmental
  Entity, relating to any  real or alleged non-compliance with Data Security
   Requirements or any  real or alleged incidents of material data security
breaches, or relating to any unauthorized access or use of any of the Company IT
 Systems or any processing of Personal Information. Section 4.20 State Takeover
 Statutes. As of the date hereof and at all times on or prior to the Effective
     Time, the Company Board has taken all actions so that the restrictions
 applicable to business combinations contained in Section 203 of the DGCL are,
 and will be, inapplicable to the execution, delivery, and performance of this
 Agreement and the timely consummation of the Offer, the Merger, and the other
  transactions contemplated hereby and will not restrict, impair, or delay the
ability of Parent or Merger Sub, after the Acceptance Time, to vote or otherwise
     exercise all rights as a stockholder of the Company, assuming that the
 representations of Parent and Merger Sub set forth in Section 5.8 are true and
 correct. No other "moratorium," "fair price," "business combination," "control
    share acquisition," or similar provision of any state anti-takeover Law
 (collectively, "Takeover Laws"), or any similar anti-takeover provision in the
    Company Charter or Company Bylaws is, or at the Effective Time will be,
    applicable to this Agreement, the Offer, the Merger, or any of the other
 transactions contemplated hereby. Section 4.21 Section 251(h). The Company has
 not taken, or authorized or permitted any of its Representatives to take, any
 action that would reasonably be expected to render Section 251(h) of the DGCL
inapplicable to the Merger. Section 4.22 No Rights Plan. There is no stockholder
   rights plan, "poison pill" anti- takeover plan, or other similar device in
   effect to which the Company is a party or is otherwise bound. Section 4.23
 Related Party Transactions. No present or former director, executive officer,
stockholder, partner, member, employee or Affiliate of the Company or any of its
 Subsidiaries, nor any of such Person's Affiliates or immediate family members
 (each of the foregoing, a "Related Party"), is a party to any Contract with or
 binding upon the Company or any of its Subsidiaries or any of their respective
properties or assets or has any interest in any property owned by the Company or
   any of its Subsidiaries or has engaged in any transaction with any of the
   foregoing within the last twelve (12) months, in each case, that would be
 required to be disclosed in the Company SEC Documents pursuant to Item 404 of
                 Regulation S-K that has not been so disclosed.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   37 Section 4.24 Certain Payments. In the last five (5) years, neither the
   Company nor any of its Subsidiaries nor any of their respective directors,
       officers, employees, nor, to the knowledge of the Company, agents,
  representatives, or other Persons acting on their behalf (a) has used or is
 using any corporate funds for any illegal contributions, gifts, entertainment,
 or other unlawful expenses relating to political activity, (b) has used or is
 using any corporate funds for any direct or indirect unlawful payments to any
foreign or domestic governmental officials or employees, (c) has violated or is
violating any provision of any U.S. or non-U.S. Laws relating to the prevention
   of corruption and bribery, including, without limitation, the U.S. Foreign
Corrupt Practices Act of 1977, as amended (the "Anti-Corruption Laws"), (d) has
  established or maintained, or is maintaining, any unlawful fund of corporate
monies or other properties, or (e) has made any bribe, unlawful rebate, payoff,
  influence payment, kickback, or other unlawful payment of any nature. In the
    last five (5) years, neither the Company nor any of its Subsidiaries has
 received from any Governmental Entity or any other Person any written notice,
 inquiry, or internal or external allegation, made any voluntary or involuntary
disclosure to a Governmental Entity, or conducted any internal investigation or
 audit, in each case concerning any  real or potential violation or wrongdoing
  related to Anti-Corruption Laws. Section 4.25 Suppliers. Section 4.25 of the
 Company Disclosure Letter sets forth a true, correct, and complete list of the
top twenty (20) suppliers (the "Top Suppliers") by the aggregate amounts paid by
  the Company and its Subsidiaries during each of the 12 months ended June 30,
  2022 and 2021. Since June 30, 2021, (a) there has been no termination of the
business relationship of the Company or its Subsidiaries with any Top Supplier,
  (b) there has been no material change in the material terms of its business
 relationship with any Top  provider adverse to the Company or its Subsidiaries,
 and (c) no Top  provider has notified the Company or any of its Subsidiaries in
    writing (or to the knowledge of the Company, orally) that it intends to
 terminate or change the pricing or other terms of its business in any material
  respect adverse to the Company or its Subsidiaries. Section 4.26 Customers.
 Section 4.26 of the Company Disclosure Letter sets forth a true, correct, and
     complete list of the top twenty (20) customers of the Company and its
 Subsidiaries (based on consolidated revenues), for each of the 12-months ended
  June 30, 2022 and 2021(the "Top Customers"). No Top Customer or any customer
 which individually accounted for more than ten percent (10%) of the Company's
   consolidated revenues during the 12 month period ended June 30, 2022, has
    cancelled or otherwise terminated in writing (or to the knowledge of the
  Company, orally), or, to the knowledge of the Company, threatened to cancel,
terminate, or otherwise materially and adversely alter the terms of its business
with the Company. Neither the Company nor any of its Subsidiaries is involved in
any material dispute with any such customer of the Company or has been notified
  in writing by or has notified any such customer, in writing, of any material
breach or violation of any contract or agreement with any such customer. Section
4.27 Government Contracts. Except as not had or would not reasonably be expected
 to have, individually or in the aggregate, a Material Adverse Effect: (a) With
respect to each Contract for the sale of goods or services that is by or between
the Company or any Subsidiary, on the one hand, and any (x) Governmental Entity,
    (y) prime contractor of a Governmental Entity in its capacity as a prime
 contractor, or (z) higher-tier subcontractor with respect to any Contract of a
               type described in clauses (x) or (y) above, on the
--------------------------------------------------------------------------------
                               [[Image Removed]]
 38 other hand (each, a "Government Contract"), and each offer, quotation, bid,
or proposal to sell products or services to any Governmental Entity or any prime
  contractor, in each case, made prior to the Closing Date which, if accepted,
would reasonably be expected to result in a Company Government Contract (each, a
 "Government Bid" ): (i) each of the Company and its Subsidiaries is, and since
 July 1, 2019 has been, in compliance with all terms and conditions of each of
 its Government Contracts and Government Bids; (ii) the Company and each of its
 Subsidiaries has, since July 1, 2019, fully complied with all requirements of
 the Truthful Cost or Pricing Data Statute, the Procurement Integrity Act, the
    False Claims Act, and all other Laws applicable to any of its Government
 Contracts and Government Bids and there is no pending (A) claim for fraud (as
such concept is defined under the Laws of the United States) in connection with
  any Government Contract or under the False Claims Act, the Truthful Cost or
 Pricing Data Statute, or the Procurement Integrity Act, or (B) claim under the
      Truthful Cost or Pricing Data Statute; (iii) all representations and
 certifications, since July 1, 2019, including claims for payment, made by the
 Company or any of its Subsidiaries with respect to each Government Contract or
  Government Bid were complete and accurate as of their effective date and the
   Company and each Subsidiary has complied with all such representations and
  certifications and neither any Governmental Entity nor any prime contractor,
subcontractor, or other Person or entity has notified the Company or any of its
Subsidiaries in writing that the Company or any of its Subsidiaries has, or may
       have, breached or violated in any respect any Law, certification,
representation, clause, provision, or requirement pertaining to such Government
Contract or Government Bid; and (iv) no reports have been issued to the Company
    or any of its Subsidiaries since July 1, 2019 resulting from any audits,
reviews, or other investigations conducted by any Governmental Entity of any of
   the Government Contracts, and to the knowledge of the Company there are no
 audits, reviews, or investigations by any Governmental Entity which are either
ongoing or have been completed but the report of which has not been issued (and
    is reasonably expected to be issued) and which the Company or any of its
  Subsidiaries expects will recommend cost disallowances, fines, penalties, or
other sanctions. (b) Neither the Company nor any of its Subsidiaries nor, to the
     knowledge of the Company, any of their respective directors, officers,
employees, consultants, or agents, is, or, since July 1, 2019, has been debarred
   or suspended, or proposed for debarment or suspension, or received written
notice of  real or proposed debarment or suspension, from participation in the
   award of any Contract with a Governmental Entity. To the knowledge of the
   Company, neither the Company nor any of its Subsidiaries nor any of their
respective directors, officers, employees, consultants, or agents, is, or, since
       July 1, 2019, has been under any administrative, civil or criminal
  investigation, audit, indictment or inquiry by any Governmental Entity. (c)
Neither the Company nor any of its Subsidiaries has, since July 1, 2019, made or
  received written notice of any outstanding claims or requests for equitable
        adjustment arising under or relating to any Government Contract.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 39 (d) With respect to any Government Contract, neither the Company nor any of
    its Subsidiaries has, since July 1, 2019, received any written notice of
 termination for default, cure notice, letter of concern, or show cause notice
  that related to a material nonperformance that was not properly resolved and
  withdrawn pertaining to such Government Contract. (e) Except as set forth on
 Section 4.27(e) of the Company Disclosure Letter, none of the Company's or any
 Company Subsidiary's current Government Contracts was awarded, nor any of the
 Company's or any Company Subsidiary's pending Government Bids submitted, based
 in part on the Company's or Company Subsidiary's status as a small business, a
  small disadvantaged business, a woman-owned business, a veteran-owned small
   business, a service- disabled veteran-owned small business, a historically
under-utilized business zone small business, or a Small Business Administration
 ("SBA" ) Section 8(a) program participant. Neither the Company nor any of its
Subsidiaries is claiming eligibility as a small business, a small disadvantaged
   business, a woman-owned business, veteran-owned small business, a service-
 disabled veteran-owned small business, a historically under-utilized business
  zone small business, or Section 8(a) Program participant with respect to any
  pending Government Bid. Neither the Company nor any of its Subsidiaries has,
 since July 1, 2019, been the subject of an SBA certificate of competency, size
  determination, size protest, size appeal, or a review of eligibility of any
  status under the administration of the SBA. Section 4.28 FDA and Health Care
   Regulation. (a) The Company and each of its Subsidiaries has submitted and
  possesses, or qualifies for applicable exemptions to, such valid and current
    registrations, listings, approvals, clearances, licenses, certificates,
 authorizations, or permits, and supplements or amendments thereto, required by
the United States Food and Drug Administration, the United States Department of
   Health and Human Services, the Federal Trade Commission, the Department of
  Transportation, and any other federal, state, local, or foreign agencies or
bodies engaged in the regulation of drugs, medical devices, diagnostic products,
 other healthcare products, or medical waste, or any ingredients and components
thereof (collectively, "Healthcare Authorities"), except where the failure to do
  so would not have or be reasonably expected to have, individually or in the
   aggregate, a Material Adverse Effect, and, since July 1, 2019, neither the
     Company nor any of its Subsidiaries has received any written notice of
     proceedings relating to the revocation or modification of, or material
 non-compliance with, any such license, certificate, authorization, or permit.
(b) The Company and each of its Subsidiaries and the products manufactured by or
 on behalf of the Company and each of its Subsidiaries are, and at all times on
 or after July 1, 2019 were, in compliance with, all applicable healthcare laws
   including, but not limited to, the following: the Federal Food, Drug, and
Cosmetic Act (21 U.S.C.  301 et seq.); the Public Health Service Act (42 U.S.C.
  201 et seq.); the Federal Trade Commission Act (15 U.S.C.  41 et seq.); the
  Fair Packaging and Labeling Act (15 U.S.C.  1451 et seq.); the regulations
   promulgated pursuant to such laws; and any other federal, state, local, or
 foreign law, accreditation standards, opinion letter, or other issuance which
   imposes requirements on the manufacturing, development, testing, labeling,
  advertising, marketing, distribution, or disposal of drugs, medical devices,
    diagnostic products, other healthcare products, or medical waste, or the
                           ingredients or components
--------------------------------------------------------------------------------
                               [[Image Removed]]
 40 thereof (collectively, "Healthcare Laws"); except where any non-compliance,
individually or the aggregate, has not had and would not reasonably be expected
   to have a Material Adverse Effect. (c) Neither the Company nor any of its
   Subsidiaries has received any written notice of inspectional observations,
warning letter, untitled letter, correspondence, complaint, or any other written
   communication, including written notification of any pending or threatened
   claim, suit, proceeding, enforcement, investigation, arbitration, or other
 action regarding potential or  real material non-compliance with, or material
    liability under any Healthcare Laws. Neither the Company nor any of its
   Subsidiaries is subject to: (i) a corporate integrity agreement, deferred
    prosecution agreement, consent decree, settlement agreement, or similar
  agreements or orders, mandating or prohibiting future or past activities; or
 (ii) any material reporting obligations pursuant to a settlement agreement or
   other remedial measure entered into with any Healthcare Authority. (d) The
 performance evaluations and other tests conducted with respect to the products
 manufactured or sold by or on behalf of the Company or any of its Subsidiaries
(collectively, "Testing") were and, if still pending, are being conducted by, or
on behalf of, the Company or any of its Subsidiaries in all material respects in
    accordance with all Healthcare Laws. Neither the Company nor any of its
 Subsidiaries has received any written notices or other written correspondence
    from any Healthcare Authority requiring or threatening the termination,
  suspension, hold, or material modification of any Testing conducted by or on
behalf of, or sponsored by, either the Company or any of its Subsidiaries, or in
which the Company or any of its Subsidiaries has participated. (e) Since July 1,
   2019, there have been no recalls, field notifications, field corrections,
removals, market withdrawals or replacements, warnings, safety alerts, or other
notice relating to an alleged lack of safety, efficacy, or regulatory compliance
   of the products manufactured by or on behalf of the Company or any of its
       Subsidiaries. Section 4.29 Occupational Safety and Health Matters;
Transportation Safety. (a) (i) The Company is in compliance with all applicable
     Occupational Safety and Health Laws, except where any non-compliance,
individually or the aggregate, has not had and would not reasonably be expected
to have a Material Adverse Effect; (ii) the Company has not, since July 1, 2017,
received any written notice of a material violation of Safety and Health Laws or
  any material liability arising under Safety and Health Laws, the subject of
     which is unresolved; and (iii) to the Company's knowledge, there is no
 investigation, employee complaint, or action pending or threatened against the
 Company pursuant to Safety and Health Laws. (b) As used herein, "Occupational
 Safety and Health Law" means any applicable law in effect on the date of this
   Agreement concerning Occupational Safety and Health Matters, including all
   applicable Laws promulgated by the federal Occupational Safety and Health
Administration and state agencies approved by the Occupational Safety and Health
 Administration and all other applicable Laws relating to occupational exposure
 to Hazardous Materials or relating to occupational safety and health hazards.
--------------------------------------------------------------------------------
                               [[Image Removed]]
   41 (c) As used herein, "Occupational Safety and Health Matters" means all
    matters related to health and safety of employees, temporary employees,
    independent contractors or employees of independent contractors. (d) As
   applicable, each of the Company and its Subsidiaries maintains Compliance,
  Safety and Accountability scores below the "alert" threshold in each of the
seven categories assessed by the United States Department of Transportation (the
"DOT") in connection therewith and maintains a Satisfactory safety rating issued
 by the DOT, or is unrated. Neither the Company nor any of its Subsidiaries has
     received written notice of any intended, pending, or proposed audit of
operations by the DOT or any other similarly-situated governmental entity having
jurisdiction over the Company or any of its Subsidiaries' operations. (e) Since
 July 1, 2019, to the Company's knowledge, all motor carriers which the Company
  or any of its Subsidiaries has contracted with for transportation of freight
 comply in all material respects with the minimum qualifications applicable to
   all motor carriers which the Company or any of its Subsidiaries currently
    contracts with for brokered transportation of freight and the procedures
 employed by the Company or any of its Subsidiaries to confirm each such motor
  carriers continuing material compliance with such requirements. Section 4.30
Brokers and Legal Advisors. (a) No broker, investment banker, financial advisor,
   or other Person, other than Raymond James & Associates, Inc., the fees and
 expenses of which will be paid by the Company or the Surviving Corporation, is
entitled to any broker's, finder's, financial advisor's, or other similar fee or
 commission in connection with the transactions contemplated by this Agreement
   based upon arrangements made by or on behalf of the Company or any of its
Affiliates. The Company has furnished to Parent a true and complete copy of any
 Contract between the Company and Raymond James & Associates, Inc. pursuant to
which Raymond James & Associates, Inc. could be entitled to any payment from the
  Company or any of its Subsidiaries relating to the transactions contemplated
hereby. (b) No legal counsel, consultant or advisor, or other Person, other than
Norton Rose Fulbright US LLP, the fees and expenses of which will be paid by the
    Company or the Surviving Corporation, is entitled to any legal counsel,
      consultant or advisor, or other similar fee or commission or expense
reimbursement in connection with the transactions contemplated by this Agreement
   based upon arrangements made by or on behalf of the Company or any of its
Affiliates. Section 4.31 Opinion of Financial Advisor. The Company has received
    the opinion of Raymond James & Associates, Inc., dated the date of this
Agreement, to the effect that, as of such date and based upon and subject to the
 various qualifications and assumptions set forth therein, the Offer Price and
Merger Consideration to be received in the Offer and the Merger is fair, from a
 financial point of view, to the holders of Shares, a signed true and complete
   copy of which opinion has been or will promptly be provided to Parent for
 informational purposes only. No Person, other than Raymond James & Associates,
  Inc., has been engaged to deliver, prepared for delivery or delivered to the
Company an opinion regarding whether the Offer Price and/or Merger Consideration
       is fair, from a financial point of view, to the holders of Shares.
--------------------------------------------------------------------------------
                               [[Image Removed]]
     42 Section 4.32 No Other Representations or Warranties. Except for the
   representations and warranties contained in this Article IV (including the
related portions of the Company Disclosure Letter) or any certificate delivered
expressly pursuant to this Agreement, neither the Company, its Subsidiaries, nor
 any other Person has made or makes any other express or implied representation
  or warranty, either written or oral, on behalf of the Company or any of its
  Subsidiaries. Without limiting the generality of the foregoing, neither the
     Company, its Subsidiaries, nor any other Person has made or makes any
   representation or warranty with respect to any projections, estimates, or
budgets of future revenues, future results of operations, future cash flows, or
  future financial condition (or any component of any of the foregoing) of the
Company or any of its Subsidiaries, including any information made available in
 the Data Room, teasers, marketing materials, consulting reports or materials,
    confidential information memoranda, management presentations, functional
  "break-out" discussions, responses to questions submitted by or on behalf of
Parent, Merger Sub, or their respective Representatives, or in any other form in
   connection with the transactions contemplated by this Agreement. ARTICLE V
 REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and the Merger
 Sub represent and warrant to the Company as follows: Section 5.1 Organization,
  Standing and Power. Each of Parent and Merger Sub (a) is a corporation duly
    organized, validly existing, and in good standing under the Laws of the
jurisdiction of its incorporation, and (b) has all requisite corporate power and
authority to own, lease, and operate its properties and to carry on its business
as now being conducted, except in the case of clause (b) as, individually or in
the aggregate, has not had and would not reasonably be expected to have a Parent
   Material Adverse Effect. For purposes of this Agreement, "Parent Material
 Adverse Effect" means any event, change, circumstance, occurrence, effect, or
 state of facts that materially impairs the ability of Parent and Merger Sub to
 consummate, or prevents or materially delays Parent's and Merger Sub's ability
to effect, the Offer, the Merger, or any of the other transactions contemplated
by this Agreement. Section 5.2 Authority. Each of Parent and Merger Sub has all
  necessary corporate power and authority to execute, deliver and perform its
obligations under this Agreement and to consummate the Offer, the Merger and the
other transactions contemplated hereby. The execution, delivery and performance
 of this Agreement by Parent and Merger Sub and the consummation by Parent and
  Merger Sub of the Offer, the Merger and the other transactions contemplated
 hereby have been duly authorized by all necessary corporate action on the part
   of Parent and Merger Sub and no other corporate proceedings on the part of
 Parent or Merger Sub are necessary to approve this Agreement or to consummate
 the Offer, the Merger and the other transactions contemplated hereby, subject,
in the case of consummation of the Merger, to the approval of this Agreement by
   Parent as the sole stockholder of Merger Sub. This Agreement has been duly
     executed and delivered by Parent and Merger Sub and, assuming the due
   authorization, execution and delivery by the Company and the other parties
 thereto, this Agreement constitutes a valid and binding obligation of each of
  Parent and Merger Sub, enforceable against each of Parent and Merger Sub in
   accordance with its terms (except to the extent that enforceability may be
  limited by applicable bankruptcy, insolvency, moratorium, reorganization or
  similar Laws affecting the enforcement of creditors' rights generally or by
                         general principles of equity).
--------------------------------------------------------------------------------
                               [[Image Removed]]
43 Section 5.3 No Conflict; Consents and Approvals. (a) The execution, delivery
 and performance of this Agreement does not, and the consummation of the Offer,
the Merger and the other transactions contemplated hereby and compliance by each
of Parent and Merger Sub with the provisions hereof will not, conflict with, or
  result in any violation or breach of, or default (with or without notice or
    lapse of time, or both) under, or give rise to a right of, or result in,
termination, cancellation, modification or acceleration of any obligation or to
 the loss of a benefit under, or result in the creation of any Lien in or upon
 any of the properties, assets or rights of Parent or Merger Sub under, or give
     rise to any increased, additional, accelerated or guaranteed rights or
  entitlements under, or require any consent, waiver or approval of any Person
pursuant to, any provision of (i) the certificate of incorporation or bylaws of
Parent or Merger Sub, (ii) any Contract to which Parent or Merger Sub is a party
by which Parent, Merger Sub or any of their respective properties or assets may
be bound or (iii) subject to the governmental filings and other matters referred
to in Section 5.3(b), any Law or any rule or regulation of NASDAQ applicable to
 Parent or Merger Sub or by which Parent, Merger Sub or any of their respective
 properties or assets may be bound, except as, in the case of clauses (ii) and
(iii), as individually or in the aggregate, has not had and would not reasonably
be expected to have a Parent Material Adverse Effect. (b) No consent, approval,
 order or authorization of, or registration, declaration, filing with or notice
 to, any Governmental Entity is required by or with respect to Parent or Merger
Sub in connection with the execution, delivery and performance of this Agreement
 or the consummation by Parent and Merger Sub of the Offer, the Merger and the
other transactions contemplated hereby or compliance with the provisions hereof,
 except for (i) the filing of the pre- merger notification report under the HSR
   Act, (ii) such filings and reports as required pursuant to the applicable
 requirements of the Securities Act, the Exchange Act and any other applicable
 state or federal securities, takeover and "blue sky" laws, (iii) the filing of
 the Certificate of Merger with the Delaware Secretary of State as required by
 the DGCL, (iv) any filings required under the rules and regulations of NASDAQ
 and (v) such other consents, approvals, orders, authorizations, registrations,
 declarations, filings or notices the failure of which to be obtained or made,
   individually or in the aggregate, have not had and would not reasonably be
     expected to have a Parent Material Adverse Effect. Section 5.4 Certain
  Information. The Offer Documents will not, at the respective times they are
     first filed with the SEC, amended or supplemented or first published,
 distributed or disseminated to the Company's stockholders, 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 are made, not misleading. The Offer Documents
will comply in all material respects with the requirements of the Exchange Act.
     Notwithstanding the foregoing, neither Parent nor Merger Sub makes any
 representation or warranty with respect to statements included or incorporated
by reference in the Offer Documents based on information supplied in writing by
   or on behalf of the Company specifically for inclusion or incorporation by
 reference therein. None of the information supplied or to be supplied by or on
 behalf of Parent or Merger Sub specifically for inclusion or incorporation by
    reference in the Schedule 14D-9 will, at the time it is first published,
 distributed or disseminated to the Company's stockholders, 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
--------------------------------------------------------------------------------
                               [[Image Removed]]
44 circumstances under which they are made, not misleading. Notwithstanding the
 foregoing, neither Parent nor Merger Sub makes any representation or warranty
with respect to statements included or incorporated by reference in the Schedule
 14D-9 based on information supplied in writing by or on behalf of the Company
 specifically for inclusion or incorporation by reference therein. Section 5.5
Brokers. No broker, investment banker, financial advisor or other Person, other
  than Stifel, Nicolaus & Company Incorporated, the fees and expenses of which
   will be paid by or will be caused to be paid by Parent, is entitled to any
 broker's, finder's, financial advisor's or other similar fee or commission in
   connection with the transactions contemplated by this Agreement based upon
 arrangements made by or on behalf of Parent or Merger Sub. Section 5.6 Merger
      Sub. Merger Sub was formed solely for the purpose of engaging in the
 transactions contemplated hereby and has engaged in no business other than in
  connection with the transactions contemplated by this Agreement. All of the
    issued and outstanding capital stock of Merger Sub is owned directly or
indirectly by Parent. Section 5.7 Financing. Parent has delivered to the Company
 a true and complete copy of an executed equity commitment letter (the "Equity
   Financing Commitment"), pursuant to which the parties thereto (other than
Parent) have committed, subject to the terms and conditions thereof, to provide
     equity financing in an aggregate amount set forth therein (the "Equity
 Financing"). As of the date of this Agreement, the Equity Financing Commitment
    has not been amended, modified, or supplemented, and no such amendment,
   modification, or supplement is currently contemplated by Parent or, to the
knowledge of Parent, any other parties thereto, and the commitment contained in
   the Equity Financing Commitment has not been withdrawn or rescinded in any
respect. As of the date of this Agreement, the Equity Financing Commitment is in
full force and effect and constitutes the legal, valid, binding, and enforceable
obligation of Parent and, to the knowledge of Parent, the other parties thereto
   (except to the extent that enforceability may be limited by the applicable
bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the
enforcement of creditors' rights generally or by general principles of equity).
 There are no conditions precedent related to the funding of the full amount of
 the Equity Financing other than as set forth in or contemplated by the Equity
 Financing Commitment. As of the date hereof, no event has occurred that would
 constitute a breach or default (or with notice or lapse of time or both would
constitute a default) under the Equity Financing Commitment by Parent or, to the
   knowledge of Parent, any other parties to the Equity Financing Commitment.
   Subject to the terms and conditions of the Equity Financing Commitment and
   subject to the satisfaction of the conditions contained in Article VII and
Exhibit A, assuming the accuracy of the Company's representations and warranties
    set forth in Article IV and assuming compliance by the Company with the
 covenants set forth herein, the aggregate proceeds contemplated by the Equity
  Financing Commitment, together with other financial resources of Parent and
Merger Sub including cash, cash equivalents, and marketable securities of Parent
and Merger Sub on the Closing Date, will be sufficient for Parent and Merger Sub
to consummate the Offer and Merger upon the terms contemplated by this Agreement
and pay all related fees and expenses. Section 5.8 Ownership of Shares. Neither
  Parent, Merger Sub nor any of its Affiliates is, nor at any time in the past
three (3) years has been, an "interested stockholder" of the Company as defined
                          in Section 203 of the DGCL.
--------------------------------------------------------------------------------
                               [[Image Removed]]
    45 Section 5.9 Limited Guaranty. Concurrently with the execution of this
  Agreement, the Guarantor has duly executed and delivered to the Company the
 Limited Guaranty, dated as of the date hereof, in favor of the Company, a true
and complete copy of which has been made available by Parent to the Company. The
Limited Guaranty is in full force and effect, and is a legal, valid, and binding
 obligation of Guarantor, enforceable against Guarantor in accordance with its
  terms (except to the extent that enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the
enforcement of creditors' rights generally or by general principles of equity),
  in each case, as of the date hereof. As of the date hereof, (a) there is no
 default under the Limited Guaranty by Guarantor and (b) no event has occurred
 that with the lapse of time or the giving of notice or both would constitute a
     default thereunder by Guarantor. Section 5.10 Disclaimer of Reliance.
Notwithstanding anything contained in this Agreement to the contrary, Parent and
 Merger Sub acknowledge and agree that none of the Company or any other Person
  has made or is making, and Parent and Merger Sub expressly disclaim reliance
upon, any representations, warranties, or statements relating to the Company or
its Subsidiaries whatsoever, express or implied, beyond those expressly given by
  the Company in Article IV or any certificate delivered expressly pursuant to
   this Agreement, including any implied representation or warranty as to the
    accuracy or completeness of any information regarding the Company or its
Subsidiaries furnished or made available to Parent, Merger Sub, or any of their
respective Affiliates or Representatives. Without limiting the generality of the
    foregoing, Parent and Merger Sub acknowledge that no representations or
   warranties are made with respect to any projections, forecasts, estimates,
 budgets, or prospects information that may have been made available to Parent,
Merger Sub, or any of their respective Affiliates or Representatives (including
 in the Data Room, management presentations or in any other form in expectation
  of, or in connection with, the Offer, the Merger, or the other transactions
  contemplated by this Agreement). ARTICLE VI COVENANTS Section 6.1 Conduct of
  Business. During the period from the date of this Agreement to the Effective
 Time, except as set forth in Section 6.1 of the Company Disclosure Letter, as
 consented to in writing in advance by Parent (which such consent shall not be
   unreasonably withheld, conditioned, or delayed), as otherwise specifically
  required or permitted by this Agreement, as required by applicable Law or as
 required in the Company's good faith reasonable discretion after consultation
 with, and advance written notice to, Parent, advisable in connection with any
     COVID-19 Measures, the Company (x) shall, and shall cause each of its
 Subsidiaries to, carry on its business in the Ordinary Course of Business and
 (y) shall use commercially reasonable efforts to, and shall cause each of its
  Subsidiaries to use commercially reasonable efforts to, preserve intact its
   business organization, preserve its assets, rights, and properties in good
   repair and condition, keep available the services of its current officers,
employees, and consultants, and preserve its goodwill and its relationships with
  customers, suppliers, licensors, licensees, distributors, and others having
business dealings with it. In addition to and without limiting the generality of
    the foregoing, during the period from the date of this Agreement to the
Effective Time, except (1) as set forth in Section 6.1 of the Company Disclosure
Letter, (2) as consented to in writing in advance by Parent (which such consent
                      shall not be unreasonably withheld,
--------------------------------------------------------------------------------
                               [[Image Removed]]
    46 conditioned, or delayed; provided, that, only with respect to matters
   described in clause (o) of this Section 6.1, Parent shall use commercially
reasonable efforts to inform the Company of its determination whether to provide
  or withhold such consent within forty-eight (48) hours of receipt of written
     notice from the Company so requesting such consent), (3) as otherwise
    specifically required or permitted by this Agreement, (4) as required by
  applicable Law, or (5) or as required in the Company's good faith reasonable
   discretion after consultation with, and advance written notice to, Parent,
 advisable in connection with any COVID-19 Measures, the Company shall not, and
shall not permit any of its Subsidiaries to: (a) (i) declare, set aside, or pay
 any dividends on, or make any other distributions (whether in cash, stock, or
  property) in respect of, any of its capital stock or other equity interests,
except for dividends by a directly or indirectly wholly owned Subsidiary of the
  Company to its parent, (ii) purchase, redeem, or otherwise acquire shares of
 capital stock or other equity interests of the Company or its Subsidiaries or
  any options, warrants, or rights to acquire any such shares or other equity
interests (except in accordance with agreements evidencing Company Stock Awards
or Tax withholdings and exercise price settlements upon the exercise of Company
 Stock Options or vesting of Company Restricted Stock Awards), or (iii) split,
combine, reclassify, or otherwise amend the terms of any of its capital stock or
     other equity interests or issue or authorize the issuance of any other
   securities in respect of, in lieu of or in substitution for, shares of its
   capital stock or other equity interests; (b) issue, deliver, sell, grant,
 pledge, or otherwise encumber or subject to any Lien any shares of its capital
stock or other equity interests or any securities convertible into, exchangeable
   for, or exercisable for any such shares or other equity interests, or any
    rights, warrants, or options to acquire, any such shares or other equity
interests, or any stock appreciation rights, "phantom" stock rights, performance
 units, rights to receive shares of capital stock of the Company on a deferred
   basis or other rights linked to the value of Shares, including pursuant to
  Contracts as in effect on the date hereof (other than the issuance of Shares
 upon the exercise of Company Stock Options outstanding on the Measurement Date
    in accordance with their terms as in effect on such date); (c) amend or
   otherwise change, or authorize or propose to amend or otherwise change its
 certificate of incorporation or by-laws (or similar organizational documents);
    (d) directly or indirectly acquire or agree to acquire (i) by merging or
     consolidating with, purchasing a substantial equity interest in, or a
substantial portion of the assets of, making an investment in or loan or capital
     contribution to or in any other manner, any corporation, partnership,
association, or other business organization or division thereof, (ii) any assets
  that are otherwise material to the Company and its Subsidiaries, other than
inventory of a particular SKU in an amount less than $25,000 (in the aggregate),
or (iii) inventory of a particular SKU in excess of $25,000 (in the aggregate);
 (e) directly or indirectly sell, lease, license, sell and leaseback, abandon,
 mortgage, or otherwise encumber or subject to any Lien (other than a Permitted
   Lien), or otherwise dispose in whole or in part of any of its properties,
assets, or rights or any interest therein with a value in excess of $25,000 (in
  the aggregate) except sales of inventory in the Ordinary Course of Business;
--------------------------------------------------------------------------------
                               [[Image Removed]]
     47 (f) adopt or enter into a plan of complete or partial liquidation,
  dissolution, restructuring, recapitalization, or other reorganization (other
than the Merger); (g) (i) incur, create, assume, or otherwise become liable for,
 or repay or prepay (except as otherwise required by its terms as in effect on
 the date of this Agreement), in each case, any Indebtedness, or amend, modify,
  or refinance any Indebtedness, or (ii) make any loans, advances, or capital
contributions to, or investments in, any other Person, other than the Company or
  any direct or indirect wholly owned Subsidiary of the Company; (h) incur or
  commit to incur any capital expenditure or authorization or commitment with
 respect thereto in excess of $15,000 (in the aggregate) unless provided for in
   the capital expenditure budget set forth in Section 6.1(h) of the Company
   Disclosure Letter; (i) (i) pay, discharge, settle, or satisfy any claims,
liabilities, or obligations (whether absolute, accrued, asserted or unasserted,
contingent or otherwise) in excess of $15,000, in the aggregate, other than the
   payment, discharge, or satisfaction in the Ordinary Course of Business as
required by the underlying terms of a Contract as in effect on the date of this
Agreement or of claims, liabilities or obligations reflected or reserved against
 in the most  exact financial statements (or the notes thereto) of the Company
   included in the Company SEC Documents filed prior to the date hereof (for
 amounts not in excess of such reserves), (ii) cancel any Indebtedness owed to
   the Company or any of its Subsidiaries or (iii) waive, release, grant, or
 transfer any right of material value; (j) (i) modify or amend in any material
respect, terminate, cancel, or extend any Material Contract; provided that, for
 purposes of amplification and not limitation, any modification or amendment of
any economic term (including, without limitation, any term related to pricing or
       volume commitments) or provision regarding duration, termination,
 indemnification or allocation of risk or liabilities among the parties thereto
shall be deemed to be a modification or amendment in a material respect, or (ii)
enter into any Contract that if in effect on the date hereof would be a Material
Contract; (k) commence any Action (other than an Action as a result of an Action
   commenced against the Company or any of its Subsidiaries), or compromise,
  settle, or agree to settle any Action (including any Action relating to this
Agreement or the transactions contemplated hereby), other than: (i) compromises,
   settlements or agreements in the Ordinary Course of Business (and for the
 avoidance of doubt which are not related to this Agreement or the transactions
   contemplated hereby) that involve only the payment of money damages not in
 excess of $15,000, in the aggregate, in any case without the imposition of any
   equitable relief on, or the admission of wrongdoing by, the Company or any
Subsidiary thereof, or (ii) to enforce the Company's rights under this Agreement
   or in connection with the transactions contemplated hereby against Parent,
   Merger Sub or the Guarantor; (l) change its financial accounting methods,
principles, or practices, or revalue any of its material assets, except insofar
 as may have been required by GAAP or applicable Law; (m) settle or compromise
 any material liability for, or enter into any closing agreement in respect of,
     Taxes; file any amended material Tax Return or claim for material Tax
--------------------------------------------------------------------------------
                               [[Image Removed]]
48 refund; revoke or modify any material Tax election; consent to any extension
  or waiver of the limitation period applicable to any claim or assessment in
 respect of material Taxes (excluding extensions as a result of ordinary course
extensions of time to file Tax Returns); enter into any material Tax allocation
  agreement, Tax sharing agreement, or Tax indemnity agreement; or change any
 annual Tax accounting period; (n) change its fiscal year; (o) (i) increase the
wages, salary or other compensation or benefits payable to any current or former
director, officer, employee or independent contractor, (ii) grant or pay to any
  current or former director, officer, employee, or independent contractor any
 severance, retention, change in control, or termination pay, or modifications
 thereto or increases therein, (iii) grant or amend any equity or equity-based
    award (including in respect of stock options, stock appreciation rights,
   performance units, restricted stock, or other stock-based or stock-related
     awards or phantom equity awards or the removal or modification of any
restrictions in any Company Plan or awards made thereunder), (iv) adopt or enter
into any collective bargaining agreement or other labor union contract, (v) take
any action to accelerate the vesting, funding, or payment of any compensation or
benefit under any Company Plan or other Contract, or (vi) adopt any new employee
 benefit or compensation plan or arrangement or amend or terminate any existing
Company Plan, in each case other than as required by any Company Plan in effect
 as of the date hereof and previously disclosed to Parent or annual renewals of
  welfare benefit plans made in the Ordinary Course of Business that does not
materially increase the cost of such Company Plan; (p) hire (i) employees at the
executive level or higher or (ii) other than in the Ordinary Course of Business,
     any other employees; (q) terminate any employees of the Company or its
Subsidiaries or otherwise cause any employees of the Company or its Subsidiaries
to resign, in each case other than for cause or poor performance (documented in
    accordance with the Company's past practices); (r) fail to keep in force
  insurance policies or replacement or revised provisions regarding insurance
 coverage with respect to the assets, operations, and activities of the Company
 and its Subsidiaries as currently in effect; (s) terminate, allow to lapse or
 expire, suspend, modify, or otherwise take any step to limit the effectiveness
 or validity of, or fail to maintain as valid and in full force and effect, any
Permit; (t) renew or enter into any non-compete, exclusivity, non-solicitation,
 or similar agreement that would restrict or limit the operation of the Company
 or its Subsidiaries (other than any employee non-solicitation in the Ordinary
    Course of Business and which would not materially limit the business or
operations of the Company and its Subsidiaries); (u) enter into any new line of
business outside of its existing business; (v) enter into any new lease or amend
               the terms of any existing lease of real property;
--------------------------------------------------------------------------------
                               [[Image Removed]]
    49 (w) (i) sell, assign, or transfer all or any portion of the material
  Intellectual Property owned by the Company or any of its Subsidiaries, (ii)
 grant any licenses of Intellectual Property except for non-exclusive licenses
 granted in the Ordinary Course of Business, or (iii) abandon, permit to lapse,
   or cease to prosecute or maintain any of the Company Registered IP or any
 material Company Intellectual Property; (x) spend, pay, incur or accrue fees,
    costs or expenses in excess of $15,000 (in the aggregate) in respect of
marketing; (y) spend, pay, incur or accrue fees, costs, or expenses in excess of
 $15,000 (in the aggregate) in respect of the implementation of any ERP system,
    resource, software or technology (whether as a capital expenditure or an
 operational expenditure); or (z) authorize any of, commit, resolve or agree to
take any of, the foregoing actions, including, without limitation, entering into
a letter of intent, memorandum of understanding, agreement in principle, or term
 sheet with respect to the same. Nothing contained in this Agreement shall give
Parent, directly or indirectly, the right to control or direct the Company's or
its Subsidiaries' operations prior to the Effective Time. Prior to the Effective
  Time, each of Parent and the Company shall exercise, in accordance with the
 terms and conditions of this Agreement, complete control and supervision over
its and its Subsidiaries' respective businesses, assets, and operations. Section
 6.2 No Solicitation; Recommendation of the Merger. (a) The Company shall not,
   and shall cause its Subsidiaries not to, and shall instruct its and their
    respective directors, officers, employees, investment bankers, financial
 advisors, attorneys, accountants or other advisors, agents or representatives
 (collectively, "Representatives") not to (and shall not authorize or knowingly
  permit any of its or their Representatives to), directly or indirectly, (i)
 solicit, initiate, endorse, or knowingly encourage or knowingly facilitate any
inquiry, proposal or offer with respect to, or the making or completion of, any
Acquisition Proposal, or any proposal or offer that is reasonably likely to lead
to any Acquisition Proposal, (ii) enter into, continue, or otherwise participate
   in any discussions or negotiations regarding, or furnish to any Person any
information or data with respect to, or otherwise cooperate in any way with, any
   Acquisition Proposal, or (iii) resolve, agree or propose to do any of the
 foregoing. (b) The Company shall, and shall cause each of its Subsidiaries to,
 and shall instruct the Representatives of the Company and its Subsidiaries to,
 (A) immediately cease and cause to be terminated all existing discussions and
     negotiations with any Person conducted heretofore with respect to any
Acquisition Proposal or potential Acquisition Proposal and promptly (but in any
event within twenty-four (24) hours of execution and delivery of this Agreement)
terminate all physical and electronic data room access previously granted to any
 such Person, (B) request the prompt return or destruction of all confidential
  information previously furnished with respect to any Acquisition Proposal or
  potential Acquisition Proposal; provided, that if the Company or one of its
Subsidiaries was party to a confidentiality agreement with any such Person with
provisions regarding the return or destruction of confidential information, such
                                   return or
--------------------------------------------------------------------------------
                               [[Image Removed]]
 50 destruction of confidential information may be effected in accordance with
 the terms of the applicable confidentiality agreement, and (C) not terminate,
    waive, amend, release, or modify any provision of any confidentiality or
standstill agreement to which it or any of its Affiliates or Representatives is
   a party with respect to any Acquisition Proposal or potential Acquisition
 Proposal, and shall enforce the provisions of any such agreement, which shall
   include seeking any injunctive relief available to enforce such agreement
  (provided, that the Company shall be permitted to grant waivers of, and not
enforce, any standstill or similar agreement, but solely to the extent that the
Company Board has determined in good faith, after consultation with its outside
 counsel, that failure to take such action (I) would prohibit the counterparty
    from making an unsolicited Acquisition Proposal to the Company Board in
    compliance with this Section 6.2 and (II) would be inconsistent with its
 fiduciary duties to the stockholders of the Company under applicable Law). (c)
  Notwithstanding the foregoing provisions of this Section 6.2, if at any time
 following the date of this Agreement and prior to the Acceptance Time, (1) the
Company receives a written Acquisition Proposal that the Company Board believes
in good faith to be bona fide, (2) such Acquisition Proposal was unsolicited and
  did not otherwise result from a breach of this Section 6.2, (3) the Company
Board determines in good faith (after consultation with outside counsel and its
 financial advisor) that such Acquisition Proposal constitutes or is reasonably
 likely to lead to a Superior Proposal, and (4) the Company Board determines in
 good faith (after consultation with outside counsel) that the failure to take
 the actions referred to in clause (x) or (y) below would be inconsistent with
 its fiduciary duties to the stockholders of the Company under applicable Law,
then the Company may (x) furnish information with respect to the Company and its
      Subsidiaries to the Person making such Acquisition Proposal (and its
 Representatives) pursuant to a customary confidentiality agreement containing
terms substantially similar to, and no less favorable to the Company than, those
 set forth in the Confidentiality Agreement (including any standstill agreement
 contained therein) (an "Acceptable Confidentiality Agreement"); provided, that
(I) the Company shall provide Parent a non-redacted copy of each confidentiality
agreement the Company has executed in accordance with this Section 6.2 (promptly
 after its execution), and (II) that any non-public information provided to any
 such Person shall have been previously provided to Parent or shall be provided
to Parent prior to or promptly (but in any event, within twenty-four (24) hours)
    following the time it is provided to such Person, and (y) participate in
  discussions or negotiations with the Person making such Acquisition Proposal
(and its Representatives) regarding such Acquisition Proposal. The Company shall
   not, shall cause its Subsidiaries to not, and shall instruct its and their
 respective Representatives to not (and shall not authorize or knowingly permit
 any of its or their respective Representatives to) provide any commercially or
 competitively sensitive non-public information in connection with the actions
  permitted by this Section 6.2(c), except in accordance with "clean room" or
other similar procedures designed to limit any adverse effect of the sharing of
  such information on the Company, which procedures shall be consistent in all
 material respects with the Company's practices in dealing with the disclosures
 of such information to Parent or its Representatives. (d) Neither the Company
Board nor any committee thereof shall: (i) (A) withdraw (or modify or qualify in
 any manner adverse to Parent or Merger Sub) the Company Board Recommendation,
    (B) recommend or otherwise declare advisable the approval by the Company
             stockholders of any Acquisition Proposal, (C) resolve,
--------------------------------------------------------------------------------
                               [[Image Removed]]
 51 agree or publicly propose to take any such actions, or (D) make any public
 announcements with respect to such actions (each such action set forth in this
    Section 6.2(d)(i) being referred to herein as an "Adverse Recommendation
  Change"); or (ii) cause or permit the Company or any of its Subsidiaries to
   enter into any letter of intent, memorandum of understanding, agreement in
  principle, acquisition agreement, merger agreement, option agreement, joint
   venture agreement, partnership agreement or other Contract, except for an
    Acceptable Confidentiality Agreement (each, an "Alternative Acquisition
Agreement"), in each case constituting or related to, or which is intended to or
 is reasonably likely to lead to, any Acquisition Proposal or resolve, agree or
publicly propose to take any such actions. Notwithstanding the foregoing, at any
 time prior to the Acceptance Time, the Company Board may, if the Company Board
  determines in good faith (after consultation with outside counsel) that the
    failure to do so would be inconsistent with its fiduciary duties to the
   stockholders of the Company under applicable Law, taking into account all
    adjustments to the terms of this Agreement that may be offered by Parent
   pursuant to this Section 6.2, (x) make an Adverse Recommendation Change in
response to either (I) a Superior Proposal or (II) an Intervening Event, or (y)
 solely in response to a Superior Proposal received after the date hereof that
was unsolicited and did not otherwise result from a breach of this Section 6.2,
    cause the Company to terminate this Agreement in accordance with Section
8.1(d)(ii) and concurrently enter into a binding and definitive (as opposed to a
    letter of intent, memorandum of understanding or agreement in principle)
   Alternative Acquisition Agreement with respect to such Superior Proposal;
   provided, however, that the Company may not make an Adverse Recommendation
 Change in response to a Superior Proposal or terminate this Agreement pursuant
  to Section 8.1(d)(ii) unless: (A) the Company notifies Parent in writing at
 least five (5) Business Days before taking that action of its intention to do
 so, and specifies the reasons therefor, including the terms and conditions of,
       and the identity of the Person making, such Superior Proposal, and
    contemporaneously furnishes a copy (if any) of the proposed Alternative
  Acquisition Agreement and any other relevant transaction documents (it being
  understood and agreed that any amendment to the financial terms or any other
 material term of such Superior Proposal shall require a new written notice by
the Company and a new three (3) Business Day period); and (B) if Parent makes a
 proposal during such five (5) (or three (3)) Business Day period to adjust the
  terms and conditions of this Agreement, the Company Board, after taking into
consideration the adjusted terms and conditions of this Agreement as proposed by
 Parent, continues to determine in good faith (after consultation with outside
counsel and its financial advisor) that such Superior Proposal continues to be a
Superior Proposal and that the failure to make an Adverse Recommendation Change
   or terminate this Agreement, as applicable, would be inconsistent with its
   fiduciary duties to the stockholders of the Company under applicable Law;
provided further, that the Company Board may not make an Adverse Recommendation
               Change in response to an Intervening Event unless:
--------------------------------------------------------------------------------
                               [[Image Removed]]
  52 (1) the Company provides Parent with written information describing such
 Intervening Event in reasonable detail as soon as reasonably practicable after
   becoming aware of it; (2) the Company keeps Parent reasonably informed of
 developments with respect to such Intervening Event; (3) the Company notifies
   Parent in writing at least five (5) Business Days before making an Adverse
Recommendation Change with respect to such Intervening Event of its intention to
  do so and specifies the reasons therefor; and (4) if Parent makes a proposal
 during such five (5) Business Day period to adjust the terms and conditions of
this Agreement, the Company Board, after taking into consideration the adjusted
   terms and conditions of this Agreement as proposed by Parent, continues to
   determine in good faith (after consultation with outside counsel) that the
 failure to make such Adverse Recommendation Change would be inconsistent with
 its fiduciary obligations to the stockholders of the Company under applicable
    Law. During the five (5) (or three (3)) Business Day period prior to its
  effecting an Adverse Recommendation Change or terminating this Agreement as
   referred to above, the Company shall and shall cause the Company's and its
  Subsidiaries' financial and legal advisors to negotiate with Parent in good
 faith (to the extent Parent seeks to negotiate) regarding any revisions to the
  terms of the transactions contemplated by this Agreement proposed by Parent.
 Notwithstanding anything to the contrary contained herein, neither the Company
    nor any of its Subsidiaries shall enter into any Alternative Acquisition
Agreement unless this Agreement has been terminated in accordance with its terms
   (including the payment of the Company Termination Fee pursuant to Section
 8.3(b), if applicable). (e) In addition to the obligations of the Company set
   forth in Section 6.2 above, the Company promptly (and in any event within
 twenty-four (24) hours of receipt) shall advise Parent in writing in the event
   the Company or any of its Subsidiaries or Representatives receives (i) any
indication by any Person that it is considering making an Acquisition Proposal,
(ii) any inquiry or request for information, discussion, or negotiation that is
 reasonably likely to lead to or that contemplates an Acquisition Proposal, or
   (iii) any proposal or offer that is or is reasonably likely to lead to an
 Acquisition Proposal, in each case together with a description of the material
  terms and conditions of and facts surrounding any such indication, inquiry,
    request, proposal, or offer, the identity of the Person making any such
  indication, inquiry, request, proposal, or offer, and a copy of any written
 proposal, offer, or draft agreement provided by such Person. The Company shall
keep Parent reasonably informed (orally and in writing) in all material respects
on a prompt basis of the status and details (including, within twenty-four (24)
     hours after the occurrence of any amendment, modification, or material
   development, discussion, or negotiation) of any such Acquisition Proposal,
request, inquiry, proposal, or offer, including furnishing copies of any written
inquiries, correspondence and draft documentation, and written summaries of any
 material oral inquiries or discussions. Without limiting any of the foregoing,
  the Company shall promptly (and in any event within twenty-four (24) hours)
    notify Parent orally and in writing if it determines to begin providing
       information or to engage in discussions or negotiations concerning
--------------------------------------------------------------------------------
                               [[Image Removed]]
 53 an Acquisition Proposal pursuant to Section 6.2 and shall in no event begin
providing such information or engaging in such discussions or negotiations prior
 to providing such notice. (f) The Company agrees that in the event any of its
Subsidiaries or Representatives takes any action that, if taken by the Company,
would constitute a breach of this Section 6.2, the Company shall be deemed to be
 in breach of this Section 6.2; provided, that, for the avoidance of doubt, in
the event any of the Company's Subsidiaries or Representatives takes any action
   that, if taken by the Company, would constitute a material breach of this
   Section 6.2, the Company shall be deemed to be in material breach of this
Section 6.2. (g) The Company shall not, and shall cause its Subsidiaries not to,
enter into any confidentiality agreement with any Person subsequent to the date
 of this Agreement that would restrict the Company's ability to comply with any
of the terms of this Section 6.2, and represents that neither it nor any of its
 Subsidiaries is a party to any such agreement. (h) The Company shall not take
   any action to exempt any Person (other than Parent, Merger Sub, and their
    respective Affiliates) from the restrictions on "business combinations"
  contained in Section 203 of the DGCL (or any similar provision of any other
 Takeover Law) or otherwise cause such restrictions not to apply or agree to do
any of the foregoing, in each case, unless such actions are taken substantially
     concurrently with a termination of this Agreement pursuant to Section
 8.1(d)(ii). (i) Nothing contained in Section 6.2 shall prohibit the Company or
the Company Board from (i) making any disclosure to the holders of Shares if the
  Company Board determines in good faith that failure to make such disclosure
would be inconsistent with the Company Board's fiduciary duties under applicable
    Law (provided that each such disclosure shall be deemed to be an Adverse
Recommendation Change unless such disclosure includes a public reaffirmation of
  the Company Board Recommendation in such communication), or (ii) taking and
disclosing a position contemplated by Rule 14e-2(a), Rule 14d-9 or Item 1012(a)
 of Regulation M-A promulgated under the Exchange Act; provided, however, that
   any such disclosure (other than a "stop, look and listen" communication or
  similar communication of the type contemplated by Section 14d-9(f) under the
Exchange Act) shall be deemed to be an Adverse Recommendation Change (including
for purposes of Section 8.1(c)(ii)) unless the Company Board expressly reaffirms
 the Company Board Recommendation in such disclosure. (j) For purposes of this
Agreement: (i) "Acquisition Proposal" means any inquiry, indication of interest,
    proposal, or offer with respect to any direct or indirect acquisition or
purchase or license, in one transaction or a series of related transactions, and
    whether through any merger, reorganization, consolidation, tender offer,
self-tender, exchange offer, stock acquisition, asset acquisition, binding share
  exchange, business combination, recapitalization, liquidation, dissolution,
joint venture, licensing, or similar transaction, or otherwise, of (A) assets or
  businesses of the Company and its Subsidiaries that generate fifteen percent
 (15)% or more of the consolidated net revenues or net income (for the 12-month
 period ending on the last day of the Company's most recently completed fiscal
     quarter) or that represent fifteen percent (15)% or more of the total
    consolidated assets (based on fair market value) of the Company and its
                        Subsidiaries, taken as a whole,
--------------------------------------------------------------------------------
                               [[Image Removed]]
 54 immediately prior to such transaction, or (B) fifteen percent (15)% or more
 of any class of capital stock, other equity securities, or voting power of the
    Company, any of its Subsidiaries, or any resulting parent company of the
     Company, in each case other than the Offer, the Merger, and the other
transactions contemplated by this Agreement. (ii) "Superior Proposal" means any
   unsolicited bona fide written Acquisition Proposal that the Company Board
   determines in good faith (after consultation with outside counsel and its
     financial advisor), taking into account all reasonably relevant legal,
 financial, regulatory, and other aspects of the proposal and the Person making
 the proposal, is (A) more favorable to the stockholders of the Company from a
 financial point of view than the Offer, the Merger, and the other transactions
   contemplated by this Agreement (including any adjustment to the terms and
 conditions proposed by Parent in response to such proposal in accordance with
  this Section 6.2) and (B) reasonably likely of being completed on the terms
     proposed; provided, that, for purposes of this definition of "Superior
  Proposal," references in the term "Acquisition Proposal" to "fifteen percent
  (15)%" shall be deemed to be references to "fifty percent (50)%"; and (iii)
   "Intervening Event" means a material event, circumstance, change, effect,
development, or condition that relates to the Company and its Subsidiaries that
   was not known or reasonably foreseeable to the Company Board prior to the
  execution of this Agreement (or if known, the consequences of which were not
 known or reasonably foreseeable), which event , circumstance, change, effect,
development, or condition, or any material consequence thereof, becomes known to
 the Company Board prior to the Acceptance Time that does not relate to (A) an
  Acquisition Proposal, (B) Parent or its Subsidiaries (including any Material
  Adverse Effect as it relates to Parent or its Subsidiaries) or any of their
Affiliates, (C) any actions taken pursuant to this Agreement, (D) any changes in
   the price or trading volume of the Company Common Stock, in and of itself
 (however, the underlying reasons for such events may constitute an Intervening
Event), or (E) the fact that, in and of itself, the Company exceeds any internal
 or published projections, estimates, or expectations of the Company's revenue,
   earnings, or other financial performance or results of operations for any
 period, in and of itself (however, the underlying reasons for such events may
      constitute an Intervening Event). Section 6.3 Access to Information;
Confidentiality. The Company shall, and shall cause each of its Subsidiaries to,
 afford to Parent, Merger Sub, and their respective Representatives reasonable
 access during normal business hours and in a manner as shall not unreasonably
 interfere with the business or operations of the Company or its Subsidiaries,
    during the period prior to the Effective Time or the termination of this
  Agreement in accordance with its terms, to all their respective properties,
 assets, books, contracts, commitments, personnel, and records and, during such
period, the Company shall, and shall cause each of its Subsidiaries to, furnish
  promptly to Parent all information concerning its business, properties, and
personnel as Parent or Merger Sub may reasonably request (including Tax Returns
 filed and those in preparation and the workpapers of its auditors); provided,
   however, that the foregoing shall not require the Company to disclose any
    information to the extent such disclosure would cause a violation of any
  agreement to which the Company or any of its Subsidiaries is a party, would
   result in a loss of the attorney-client or other similar privilege to the
    Company or any of its Subsidiaries, or would contravene applicable Law;
 provided, further, that the Company shall promptly notify Parent in writing of
each instance in which information is withheld pursuant to the preceding proviso
                          and provide Parent with the
--------------------------------------------------------------------------------
                               [[Image Removed]]
55 applicable reason for such withholding in writing and shall use commercially
 reasonable efforts to provide the requested information to Parent in a manner
     such that the circumstance otherwise preventing the disclosure of such
     information would no longer apply. All such information shall be held
   confidential in accordance with the terms of the Confidentiality Agreement
between Raven Parent, Inc., an Affiliate of Parent, and the Company dated as of
May 9, 2022 (the "Confidentiality Agreement"). No investigation pursuant to this
  Section 6.3 or information provided, made available, or delivered to Parent
     pursuant to this Section 6.3 shall affect any of the representations,
warranties, covenants, rights, or remedies, or the conditions to the obligations
of, the parties hereunder. Section 6.4 Regulatory Approvals; Consents. (a) Upon
the terms and subject to the conditions set forth in this Agreement, each of the
parties agrees to use reasonable best efforts to take, or cause to be taken, all
    actions that are necessary, proper, or advisable to consummate and make
 effective, in the most expeditious manner practicable, the Offer, the Merger,
   and the other transactions contemplated by this Agreement, including using
 reasonable best efforts to accomplish the following: (i) obtain all consents,
 permits, approvals, or waivers from, or participation in other discussions or
   negotiations with, third parties, including as required under any Material
     Contract, in each case, to the extent material to the Company and its
 Subsidiaries or required to permit the parties to consummate the transactions
 contemplated hereby, (ii) obtain all necessary actions or nonactions, waivers,
consents, approvals, orders, and authorizations from Governmental Entities, make
all necessary notices, applications, petitions, registrations, declarations, and
 filings, and make all reasonable best efforts to obtain an approval or waiver
 from, or to avoid any Action by, any Governmental Entity, including under the
   HSR Act with respect to the United States Federal Trade Commission and the
Antitrust Division of the United States Department of Justice, and (iii) execute
and deliver any additional instruments necessary to consummate the transactions
   contemplated hereby and fully to carry out the purposes of this Agreement;
 provided, however, that neither the Company nor any of its Subsidiaries shall
 commit to the payment of any fee, penalty, or other consideration, or make any
  other concession, waiver, or amendment under any Contract in connection with
 obtaining any consent without the prior written consent of Parent (which shall
  not be unreasonably withheld, conditioned, or delayed). Each of the parties
    hereto shall furnish to each other party such necessary information and
 reasonable assistance as such other party may reasonably request in connection
   with the foregoing. Subject to applicable Law relating to the exchange of
   information, Parent and the Company shall each have the right to review in
  advance, and to the extent practicable each shall consult with the other in
 connection with, all of the information relating to Parent or the Company, as
 the case may be, and any of their respective Subsidiaries, that appears in any
filing made with, or written materials submitted to, any third party and/or any
  Governmental Entity in connection with the Offer, the Merger, and the other
 transactions contemplated hereby. In exercising the foregoing rights, each of
  Parent and the Company shall act reasonably and as promptly as practicable.
 Subject to applicable Law and the instructions of any Governmental Entity, the
 Company and Parent shall keep each other reasonably apprised of the status of
  matters relating to the completion of the transactions contemplated hereby,
including promptly furnishing the other with copies of notices or other written
communications received by the Company or Parent, as the case may be, or any of
 their respective Subsidiaries, from any Governmental Entity and/or third party
  with respect to such transactions, and, to the extent practicable under the
     circumstances, shall provide the other party and its counsel with the
                         opportunity to participate in
--------------------------------------------------------------------------------
                               [[Image Removed]]
     56 any meeting with any Governmental Entity in respect of any filing,
investigation, or other inquiry in connection therewith. Parent and the Company
   shall each, subject to the terms and conditions of this Agreement, use its
 reasonable best efforts to resolve any objections that may be asserted by any
     Governmental Entity with respect to this Agreement or the transactions
 contemplated hereby. Parent and the Company, with respect to any threatened or
  pending preliminary or permanent injunction or other order or Law that would
      adversely affect the ability of the parties hereto to consummate the
 transactions contemplated hereby, shall use reasonable best efforts to prevent
 the entry, enactment, or promulgation thereof, as the case may be. Parent and
 the Company shall promptly advise each other upon receiving any communication
     from any Governmental Entity whose consent or approval is required for
consummation of any of the transactions contemplated hereby relating to any such
consent or approval. (b) Parent, Merger Sub, and the Company agree to make (and
   to cause their respective ultimate parent entities to make) any necessary
filings under the HSR Act as soon as practicable and no later than ten (10) days
after execution of this Agreement. Each of Parent and the Company shall furnish
     promptly to the FTC, the Antitrust Division, and any other requesting
   Governmental Entity any additional information requested by either of them
pursuant to the HSR Act or any other antitrust or related Law in connection with
such filings, including all documents or information requested under 16 C.F.R.
803.20 or other rules under the HSR Act. To the extent permitted by Law, each of
Parent and the Company shall consult in advance and cooperate with one another,
  and consider in good faith the views of one another, in connection with any
 analyses, appearances, presentations, memoranda, briefs, arguments, opinions,
     and proposals made or submitted by or on behalf of any party hereto in
   connection with proceedings under or relating to the HSR Act or any other
 antitrust Law. Parent and the Company shall cooperate fully with each other in
connection with the making of all such filings or responses. In addition, except
 as may be prohibited by any Governmental Entity or by any applicable Law, each
  party hereto will permit authorized Representatives of the other parties to
attend any meeting, communication, or conference with any Governmental Entity in
 connection with such proceedings under or relating to the HSR Act or any other
  antitrust Law. Without limiting the generality of the foregoing, each party
 shall promptly provide to the other (or the other's respective advisors) upon
  request copies of all correspondence between such party and any Governmental
Entity relating to the transactions contemplated by this Agreement. The parties
 may, as they deem advisable and necessary, designate any nonpublic information
 provided to the other under this Section 6.4 as restricted to "outside counsel
 only" and any such information shall not be shared with employees, officers or
directors or their equivalents of the other party without approval of the party
providing the nonpublic information; provided, however, that each of the Company
 and Parent may redact any valuation and related information before sharing any
    information provided to any Governmental Entity with another party on an
   "outside counsel only" basis. Parent shall pay directly to the applicable
 Governmental Entity the applicable filing fee required in connection with the
 filings and other materials required under the HSR Act, or in connection with
 any other antitrust notifications. (c) Each of Parent and Merger Sub shall use
its reasonable best efforts to take such steps which it is capable of taking to
avoid or eliminate impediments under any antitrust Laws that may be asserted by
 the FTC, the Antitrust Division, or any other Governmental Entity with respect
    to the transactions contemplated hereby so as to enable the transactions
contemplated hereby to occur as promptly as reasonably practicable following the
                          date of this Agreement and,
--------------------------------------------------------------------------------
                               [[Image Removed]]
   57 in any event, prior to the Outside Date, including, but not limited to,
 taking steps to (i) agree or proffer to divest or hold separate (in a trust or
   otherwise), or take any other action with respect to, any of the assets or
businesses of Parent or any of its Subsidiaries or, assuming the consummation of
the Merger, the Surviving Corporation or any of its Subsidiaries, (ii) agree or
   proffer to limit in any manner whatsoever or not to exercise any rights of
    ownership of any securities (including the Shares), (iii) enter into any
 agreement that in any way limits the ownership or operation of any business of
   Parent, the Company, the Surviving Corporation, or any of their respective
 Subsidiaries, or (iv) agree to obtain prior approval or other approval from a
     Governmental Entity, or submit a notification or otherwise notify the
 Governmental Entity, prior to consummating any future transaction (other than
 the transactions contemplated by this Agreement). (d) Notwithstanding anything
 to the contrary set forth in this Agreement, nothing in this Section 6.4 shall
require or obligate any of Parent's Affiliates, including any investment fund or
  investment vehicle affiliated with, or managed or advised by, Affiliates of
 Parent, or other investment of any Affiliate of Parent or any such investment
 fund or investment vehicles, other than the Guarantors, Parent and Merger Sub,
 to take any action or require any Person other than the Guarantors' portfolio
companies (as such term is commonly understood in the private equity industry),
Parent, Merger Sub and Parent's other Subsidiaries to take any of the actions in
 this Section 6.4. Section 6.5 Takeover Laws. The Company and the Company Board
shall (a) take no action to cause any Takeover Law to become applicable to this
Agreement, the Offer, the Merger, or any of the other transactions contemplated
hereby, and (b) if any Takeover Law is or becomes applicable to this Agreement,
  the Offer, the Merger, or any of the other transactions contemplated hereby,
 take all action necessary to ensure that the Offer, the Merger, and the other
 transactions contemplated hereby may be consummated as promptly as practicable
on the terms contemplated by this Agreement and otherwise to minimize the effect
of such Takeover Law with respect to this Agreement, the Offer, the Merger, and
the other transactions contemplated hereby. Section 6.6 Stockholder Litigation.
The Company shall promptly notify Parent of any stockholder litigation commenced
 or, to the knowledge of the Company, threatened against the Company and/or its
   directors or executive officers relating to this Agreement, the Offer, the
Merger, and/or the other transactions contemplated hereby and shall keep Parent
  promptly and reasonably informed regarding any such litigation (including by
providing copies of all pleadings with respect thereto). The Company shall give
   Parent the opportunity to participate in the defense and settlement of any
  stockholder litigation against the Company and/or its officers or directors
   relating to any of the Offer, the Merger, or any of the other transactions
  contemplated by this Agreement and shall give due consideration to Parent's
  views with respect thereto. The Company shall not enter into any settlement
 agreement in respect of any stockholder litigation against the Company and/or
its directors or officers relating to the Offer, the Merger, or any of the other
 transactions contemplated hereby without Parent's prior written consent (such
 consent not to be unreasonably withheld, conditioned, or delayed). Section 6.7
 Notification of Certain Matters. The Company and Parent shall promptly notify
each other of (a) any notice or other communication received by such party from
any Governmental Entity in connection with the transactions contemplated hereby
    or from any Person alleging that the consent of such Person is or may be
                  required in connection with the transactions
--------------------------------------------------------------------------------
                               [[Image Removed]]
     58 contemplated hereby, (b) any other notice or communication from any
Governmental Entity in connection with the transactions contemplated hereby, (c)
any Action commenced or, to such party's knowledge, threatened against, relating
  to or involving or otherwise affecting such party or any of its Subsidiaries
which relate to the transactions contemplated hereby, or (d) (i) any inaccuracy
 of any representation or warranty of the Company contained herein at any time
during the term hereof of which the Company obtains knowledge if such inaccuracy
would reasonably be expected to cause any of the conditions set forth in clause
(d)(iv)(B) of Exhibit A to fail to be satisfied at the Expiration Date; (ii) any
    failure of the Company to perform or comply with any of its obligations,
   covenants, or agreements under this Agreement of which the Company obtains
 knowledge if such failure would reasonably be expected to cause the condition
   set forth in clause (d)(iv)(A) of Exhibit A to fail to be satisfied at the
   Expiration Date; (iii) any inaccuracy of any representation or warranty of
  Parent or Merger Sub contained herein at any time during the term hereof of
 which Parent obtains knowledge if such inaccuracy would reasonably be expected
 to materially impede or delay Parent's and Merger Sub's ability to consummate
the Offer and the Merger; and (iv) any failure of either Parent or Merger Sub to
 perform or comply with any of its obligations, covenants, or agreements under
  this Agreement to be performed by or complied with by it hereunder of which
    Parent obtains knowledge if such failure would reasonably be expected to
 materially impede or delay Parent's and Merger Sub's ability to consummate the
Offer and the Merger; provided, however, that no such notification shall affect
 any of the representations, warranties, covenants, rights, or remedies, or the
      conditions to the obligations of, the parties hereunder. Section 6.8
Indemnification, Exculpation and Insurance. (a) Parent shall cause the Surviving
Corporation and its Subsidiaries to: (i) indemnify (including the advancement of
  expenses) to the full extent of all rights thereto existing in favor of the
   current or former directors, managers, and officers of the Company and its
 Subsidiaries as provided in any indemnification agreement which has previously
  been made available to Parent or in the Company Charter or Company Bylaws or
 other organizational documents, in each case as in effect on the date of this
  Agreement for acts or omissions occurring prior to the Effective Time for a
  period of six (6) years after the Effective Time with respect to any claims
   against such directors, managers, or officers arising out of such acts or
 omissions, except as otherwise required by applicable Law; and (ii) not amend,
repeal, or otherwise modify such provisions in any respect that would adversely
affect such rights during the period of six (6) years after the Effective Time,
  except as otherwise required by applicable Law. (b) For a period of six (6)
 years after the Effective Time, Parent shall cause to be maintained in effect
the Company's current directors' and officers' liability insurance covering each
  Person currently covered by the Company's directors' and officers' liability
insurance policy (a correct and complete copy of which has been heretofore made
available to Parent) for acts or omissions occurring prior to the Effective Time
(including in connection with the transactions contemplated by this Agreement);
   provided, that Parent may (i) substitute therefor policies of an insurance
company the material terms of which, including coverage and amount, are no less
 favorable in any material respect to such Persons than the Company's existing
  policies as of the date hereof, or (ii) request that the Company obtain such
extended reporting period coverage under its existing insurance programs (to be
 effective as of the Effective Time); provided further, that in no event shall
  Parent or the Company be required to pay annual premiums for insurance under
                                      this
--------------------------------------------------------------------------------
                               [[Image Removed]]
59 Section 6.8(b) in excess of 300% of the amount of the annual premiums paid by
 the Company for fiscal year ended June 30, 2023 for such purpose (which fiscal
 year ended June 30, 2023 premiums are hereby represented and warranted by the
Company to be as set forth in Section 6.8(b) of the Company Disclosure Letter),
 it being understood that Parent shall nevertheless be obligated to provide as
  much coverage as may be obtained for such 300% amount. (c) In the event that
Parent, the Surviving Corporation, or any of its successors or assigns shall (i)
consolidate with or merge into any other Person and shall not be the continuing
   or surviving corporation or entity of such consolidation or merger or (ii)
transfer all or substantially all its properties and assets to any Person, then,
 and in each such case, Parent shall cause proper provision to be made so that
  the successor and assign of Parent or the Surviving Corporation assumes the
 obligations set forth in this Section 6.8. (d) The provisions of this Section
  6.8 shall survive the consummation of the Merger, are intended to be for the
   benefit of, and will be enforceable by, each indemnified party, his or her
  heirs, and his or her legal representatives, and shall not be terminated or
     modified in such a manner as to adversely affect any of the foregoing
indemnified parties without their consent. Section 6.9 Resignation of Directors
  and Officers. At the written request of Parent, the Company shall cause each
  director and officer of the Company or any director or officer of any of the
Company's Subsidiaries to resign in such capacity, with such resignations to be
 effective as of the Effective Time. Section 6.10 Public Announcements. Each of
  Parent and Merger Sub, on the one hand, and the Company, on the other hand,
  shall, to the extent reasonably practicable, consult with each other before
  issuing, and give each other a reasonable opportunity to review and comment
    upon, any press release or other public statements with respect to this
Agreement, the Offer, the Merger, and the other transactions contemplated hereby
and shall not issue any such press release or make any public announcement prior
 to such consultation and review, except as may be required by applicable Law,
  court process, or by obligations pursuant to any listing agreement with any
 national securities exchange or national securities quotation system. Section
 6.11 Stock Exchange Delisting; Deregistration. Prior to the Closing Date, each
party shall cooperate and use their respective reasonable best efforts to take,
   or cause to be taken, all actions, and do or cause to be done all things,
reasonably necessary, proper, or advisable on its part under applicable laws and
     rules and policies of NASDAQ to enable the delisting by the Surviving
Corporation of the Shares from NASDAQ and the deregistration of the Shares under
the Exchange Act as promptly as practicable after the Effective Time, and in any
event no more than ten (10) days after the Closing Date. Section 6.12 Section 16
  Matters. Prior to the Effective Time, the Company Board shall take all such
steps as may be necessary or appropriate to cause the transactions contemplated
 by this Agreement, including any dispositions of Shares (including derivative
    securities with respect to such Shares) resulting from the transactions
 contemplated by this Agreement by each individual who is or will be subject to
the reporting requirements of Section 16(a) of the Exchange Act with respect to
 the Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 60 Section 6.13 Forum Selection Bylaw. In connection with the approval of this
 Agreement by the Company Board, or as soon thereafter as practicable after the
 date of this Agreement, the Company Board shall adopt a forum selection bylaw
substantially in the form set forth in Exhibit B. Section 6.14 Payoff of Company
  Debt. At or prior to the Acceptance Time, the Company shall, and shall cause
 each of its Subsidiaries to, obtain duly executed and delivered payoff letters
   (in each case, in a form reasonably acceptable to Parent) (each, a "Payoff
 Letter") for any and all Indebtedness of the Company and its Subsidiaries set
  forth on Section 6.14 of the Company Disclosure Letter (the "Company Debt"),
 providing that any and all Liens and guaranties relating to such Company Debt
 will be released upon payment of the amount set forth in the applicable Payoff
Letter. Section 6.15 Financing Cooperation. (a) Parent and Merger Sub shall use
 reasonable best efforts to take, or cause to be taken, all actions and do, or
    cause to be done, all things necessary, proper or advisable to arrange,
consummate and obtain the Equity Financing on the terms and subject only to the
   conditions described in the Equity Financing Commitment, including by (i)
  maintaining in effect the Equity Financing Commitment, (ii) satisfying on a
 timely basis (or obtaining waivers of) all conditions applicable to Parent and
Merger Sub in the Equity Financing Commitment and complying with its obligations
   thereunder, (iii) using reasonable best efforts to cause the Guarantors to
  comply with their respective obligations thereunder, and (iv) enforcing its
 rights under the Equity Financing Commitment in a prompt and diligent manner.
   (b) The Company shall, and shall cause its Subsidiaries and its and their
Representatives to, provide, in each case at Parent's sole cost and expense, all
   such assistance and cooperation as Parent and/or the Debt Financing Source
Parties may reasonably request that is necessary or advisable in connection with
     obtaining the Debt Financing and the transactions contemplated by this
  Agreement, including (i) using reasonable best efforts to cooperate with the
marketing efforts of Parent and the Debt Financing Source Parties and assisting
  in the preparation of a customary bank information memorandum (including the
    execution and delivery of customary representation letters in connection
therewith) and materials for rating agencies, (ii) upon reasonable prior notice,
 making appropriate senior management of the Company, its Subsidiaries and its
 and their Representatives reasonably available for participation in customary
  syndication, presentations, lender or proposed financing source meetings and
calls (including customary one- on-one meetings with the parties acting as lead
  arrangers or agents for, and prospective lenders and purchasers of, the Debt
 Financing), rating agency presentations and due diligence sessions (including
    accounting due diligence sessions) at times mutually agreed, (iii) using
 reasonable best efforts to assist Parent in connection with the preparation of
   pro forma financial information, financial statements, lender and investor
presentations and business projections to the extent reasonably requested by the
 Debt Financing Sources and each other Person (including each agent, arranger,
  lender and other entity) that arranges, commits to provide or has otherwise
  entered into agreements in connection with the Debt Financing, including any
 commitment letters, joinder agreements or credit agreements relating thereto,
   together with each Affiliate thereof and each officer, director, employee,
partner, controlling person, advisor, attorney, agent and representative of each
   such lender, other Person or Affiliate (collectively, the "Debt Financing
                               Sources"), (iv) as
--------------------------------------------------------------------------------
                               [[Image Removed]]
 61 promptly as reasonably practicable, providing Parent and the Debt Financing
 Source Parties, all pertinent and customary (as compared to other transactions
of this size and nature) information regarding the Company and its Subsidiaries
as may reasonably be requested by the Debt Financing Source Parties or Parent in
connection with the arrangement and funding contemplated by the Debt Financing,
  (v) executing and delivering as of (but not before) the Acceptance Time any
  pledge and security documents (including, without limitation, mortgages and
  deeds of trust and deliverables related thereto), other definitive financing
    documents or other certificates or other documents (but excluding legal
  opinions) as may be reasonably requested by Parent or required in connection
 with any Debt Financing, cooperating with Parent in connection with obtaining
 customary (i.e., local counsel) legal opinions and otherwise facilitating the
 pledging of collateral, including cooperation in connection with (A) obtaining
    and delivering title insurance, surveys, environmental reports and other
 customary deliverables in connection with mortgages and deeds of trust and (B)
the pay-off of the Company Debt to the extent contemplated by this Agreement and
 the release of related liens and termination of security interests, including
   obtaining customary and otherwise mutually acceptable Payoff Letters, lien
 releases and instruments of discharge to be delivered at the Acceptance Time,
(vi) using reasonable best efforts to assist Parent to obtain waivers, consents,
    estoppels and approvals from other parties to material licenses, leases,
 encumbrances and contracts relating to the Company and its Subsidiaries, (vii)
taking all actions, subject to the occurrence of the Acceptance Time, reasonably
 requested by Parent that are necessary or customary to permit the consummation
 of the Debt Financing and to permit the proceeds thereof, to be made available
   to consummate the transactions contemplated by this Agreement; and (viii)
   providing at least ten (10) Business Days prior to the Acceptance Time all
    documentation and other information about the Company as is required by
applicable "know your customer", beneficial ownership and anti- money laundering
 rules and regulations including the USA PATRIOT Act and the requirements of 31
C.F.R. 1010.230. (c) The Company (on behalf itself and its Subsidiaries) hereby
consents to the reasonable use of the Company's logo in connection with the Debt
 Financing in a manner that is customary for financing transactions of the type
 contemplated hereby; it being understood that such logos will not be used in a
manner that is intended to or reasonably likely to harm or disparage the Company
   or the reputation or goodwill of the Company. Parent shall, promptly upon
request by the Company, reimburse the Company for all reasonable, documented and
  invoiced out-of- pocket costs incurred by the Company or its Subsidiaries or
their respective Representatives in connection with the cooperation contemplated
 by this Section 6.15 and shall indemnify and hold harmless the Company and its
 Subsidiaries and their respective Representatives from and against any and all
 losses suffered or incurred by them in connection with the Debt Financing, any
  action taken by them pursuant to this Section 6.15 and the provision of any
information used in connection therewith (other than information provided by the
  Company or its Subsidiaries specifically in connection with its obligations
 pursuant to this Section 6.15), except to the extent such losses arise out of
the gross negligence, bad faith, fraud or willful misconduct of the Company, its
  Subsidiaries or their respective Representatives. (d) In no event shall the
receipt or availability of any funds or financing (including, for the avoidance
 of doubt, the Debt Financing) by Parent, Merger Sub or any of their respective
 Affiliates be a condition to any of Parent's or Merger Sub's obligations under
                                this Agreement.
--------------------------------------------------------------------------------
                               [[Image Removed]]
62 (e) All of the information regarding the Company or its Subsidiaries obtained
 by Parent and its Representatives pursuant to this Section 6.15 shall be kept
    confidential in accordance with, and shall otherwise be subject to, the
Confidentiality Agreement; provided, that Parent shall be permitted to disclose
 information as necessary and consistent with customary practices in connection
with the Debt Financing. Section 6.16 Employment and Employee Benefits Matters.
  (a) Parent shall, and shall cause the Surviving Corporation and each of its
 other Subsidiaries to, maintain for each individual employed by the Company or
any of its Subsidiaries at the Effective Time (each, a "Current Employee") while
 they remain employed following the Effective Time or, if shorter, for a period
 of one year following the Effective Time (i) an annual rate of base salary or
     wages, as applicable, and a target annual cash incentive compensation
  opportunity not less favorable, in the aggregate, than that provided to the
 Current Employee as of immediately prior to the Effective Time, (ii) employee
  benefits that are substantially comparable in the aggregate as the employee
 benefits maintained for and provided to the Current Employee as of immediately
  prior to the Effective Time (excluding defined benefit pension, nonqualified
deferred compensation, retiree or post-employment health and welfare, equity or
    equity-based, and change-in-control compensation or benefits) and (iii)
  severance benefits that are at least as favorable as the severance benefits
provided by the Company or one of its Subsidiaries to the Current Employee as of
  immediately prior to the Effective Time, to the extent set forth on Section
6.16(a)(iii) of the Company Disclosure Letter. (b) Parent shall, and shall cause
   the Surviving Corporation to, use commercially reasonable efforts to cause
service rendered by Current Employees to the Company and its Subsidiaries prior
 to the Effective Time to be taken into account for purposes of eligibility to
     participate, vesting and applicability of minimum waiting periods for
     participation under employee benefit plans of Parent and the Surviving
 Corporation and its Subsidiaries (excluding for benefit accrual purposes under
  any defined benefit plan), to the same extent as such service was taken into
account under the corresponding Company Plans immediately prior to the Effective
Time for those purposes; provided, that, the foregoing will not apply (i) to the
   extent that its application would result in a duplication of benefits with
respect to the same period of service, or (ii) to any equity incentive, defined
benefit pension, nonqualified deferred compensation, retiree or post- employment
    health and welfare benefit plans. Without limiting the generality of the
   foregoing, Parent shall, and shall cause the Surviving Corporation to, use
    commercially reasonable efforts, to not subject Current Employees to any
  eligibility requirements, waiting periods, actively-at-work requirements or
 pre-existing condition limitations under any employee benefit plan of Parent,
 the Surviving Corporation or its Subsidiaries for any condition for which they
  would have been entitled to coverage under the corresponding Company Plan in
  which they participated prior to the Effective Time. Parent shall, and shall
   cause the Surviving Corporation and its Subsidiaries to, use commercially
  reasonable efforts to give such Current Employees credit under such employee
 benefit plans for any eligible expenses incurred by such Current Employees and
  their covered dependents under a Company Plan during the portion of the year
     prior to the Effective Time for purposes of satisfying all co-payment,
    co-insurance, deductibles, maximum out-of-pocket requirements, and other
 out-of-pocket expenses applicable to such Current Employees and their covered
   dependents in respect of the plan year in which the Effective Time occurs.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  63 (c) No provision of this Agreement (i) shall be construed to prohibit or
  restrict Parent or the Surviving Corporation or any of its Subsidiaries from
   amending or terminating any individual Company Plan or any other employee
 benefit plan, (ii) requires Parent or the Surviving Corporation or any of its
 Subsidiaries to keep any Person employed or in service for any period of time,
(iii) constitutes the establishment or adoption of, or amendment to, any Company
Plan or other employee benefit plan or (iv) confers upon any Current Employee or
  any other Person any third-party beneficiary or similar rights or remedies.
    ARTICLE VII CONDITIONS PRECEDENT Section 7.1 Conditions to Each Party's
  Obligation to Effect the Merger. The obligation of each party to effect the
Merger is subject to the satisfaction or (to the extent permitted by applicable
 Law) waiver at or prior to the Effective Time of the following conditions: (a)
 HSR Act; Antitrust. Any applicable waiting period (and any extension thereof)
 under the HSR Act relating to the transactions contemplated by this Agreement,
 as well as any agreement not to close embodied in a "timing agreement" between
    the parties hereto and a Governmental Entity, shall have expired or been
  terminated. (b) No Injunctions or Legal Restraints; Illegality. No temporary
  restraining order, preliminary, or permanent injunction, or other judgment,
 order, or decree issued by any court of competent jurisdiction, or other legal
restraint or prohibition shall be in effect, and no Law shall have been enacted,
entered, promulgated, enforced, or deemed applicable by any Governmental Entity
   that, in any such case, prohibits or makes illegal the consummation of the
 Merger. (c) Purchase of Shares in the Offer. Merger Sub shall have irrevocably
accepted for payment all Shares validly tendered (and not withdrawn) pursuant to
     the Offer. ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER Section 8.1
 Termination. This Agreement may be terminated and the Offer and the Merger may
 be abandoned at any time prior to the Acceptance Time (with any termination by
 Parent also being an effective termination by Merger Sub) only: (a) by mutual
written consent of Parent and the Company; (b) by either Parent or the Company:
(i) if: (A) the Acceptance Time shall not have occurred on or before the Outside
   Date; or (B) the Offer (as it may have been extended hereunder) shall have
expired as a result of the non-satisfaction of one or more Offer Conditions in a
  circumstance where Merger Sub has no further obligation to extend the Offer
  under this Agreement without Merger Sub having purchased any Shares pursuant
 thereto; provided, that the right to terminate this Agreement pursuant to this
 Section 8.1(b)(i) shall not be available to any party whose failure to fulfill
in any material respect any of its obligations under this Agreement has been the
                              proximate or primary
--------------------------------------------------------------------------------
                               [[Image Removed]]
  64 cause of, or the proximate or primary factor that resulted in, the event
specified in either of the foregoing clauses (A) or (B); or (ii) if any court of
    competent jurisdiction or other Governmental Entity shall have issued a
judgment, order, injunction, rule, or decree, or taken any other action which is
      then in effect, restraining, enjoining, or otherwise prohibiting the
 consummation of the Offer or the Merger, and such judgment, order, injunction,
    rule, decree, or other action shall have become final and nonappealable;
 provided, that the party seeking to terminate this Agreement pursuant to this
 Section 8.1(b)(ii) shall have used the level of effort required by Section 6.4
 to contest, appeal, and remove such judgment, order, injunction, rule, decree,
 ruling, or other action in accordance with Section 6.4; (c) by Parent, at any
  time prior to the Acceptance Time: (i) if the Company shall have breached or
    failed to perform any of its representations, warranties, covenants, or
 agreements set forth in this Agreement (other than with respect to a breach of
      Section 6.2 as to which Section 8.1(c)(ii)(E) will apply), or if any
representation or warranty of the Company shall have become untrue, which breach
or failure to perform or to be true, either individually or in the aggregate, if
occurring or continuing at the scheduled Expiration Date (A) would result in the
failure of an Offer Condition to be satisfied and (B) cannot be or has not been
cured by the earlier of (1) the Outside Date and (2) thirty (30) days after the
  giving of written notice to the Company of such breach or failure; provided,
  that Parent shall not have the right to terminate this Agreement pursuant to
this Section 8.1(c)(i) if Parent or Merger Sub is then in material breach of any
 of its covenants or agreements set forth in this Agreement; or (ii) if (A) an
Adverse Recommendation Change shall have occurred, (B) the Company shall, within
 ten (10) Business Days of a tender or exchange offer relating to securities of
 the Company having been commenced (or, if earlier, by the close of business on
  the Business Day immediately preceding the scheduled date of the Acceptance
    Time), fail to publicly recommend against such tender or exchange offer
 (including in any Solicitation/Recommendation Statement on Schedule 14D-9 with
   respect to a tender or exchange offer subject to Regulation 14D under the
 Exchange Act), (C) the Company shall have failed to include the Company Board
   Recommendation in the Schedule 14D-9, (D) the Company shall have failed to
publicly reaffirm the Company Board Recommendation within ten (10) Business Days
after the date any Acquisition Proposal or any material modification thereto is
    first commenced, publicly announced, distributed or disseminated to the
Company's stockholders (or, if earlier, by the close of business on the Business
  Day immediately preceding the scheduled date of the Acceptance Time) upon a
   written request to do so by Parent, (E) the Company shall have breached or
 failed to perform in any material respect any of its obligations set forth in
Section 6.2, or (F) the Company or the Company Board (or any committee thereof)
 shall have formally resolved or publicly authorized or proposed to take any of
 the foregoing actions; (d) by the Company, at any time prior to the Acceptance
 Time: (i) if Parent or Merger Sub shall have breached or failed to perform any
 of its representations, warranties, covenants, or agreements set forth in this
                              Agreement, or if any
--------------------------------------------------------------------------------
                               [[Image Removed]]
65 representation or warranty of Parent or Merger Sub shall have become untrue,
which breach or failure to perform or to be true, either individually or in the
aggregate, if occurring or continuing at the scheduled Expiration Date (A) would
  result in a Parent Material Adverse Effect and (B) cannot be or has not been
cured by the earlier of (1) the Outside Date and (2) thirty (30) days after the
giving of written notice to Parent of such breach or failure; provided, that the
 Company shall not have the right to terminate this Agreement pursuant to this
 Section 8.1(d)(i) if it is then in material breach of any of its covenants or
   agreements set forth in this Agreement; (ii) in order to accept a Superior
  Proposal in accordance with Section 6.2(d); provided, that the Company shall
   have (A) simultaneously with such termination entered into the associated
Alternative Acquisition Agreement, (B) otherwise complied with all provisions of
   Section 6.2(d), including the notice provisions thereof, and (C) paid any
amounts required to be paid by the Company pursuant to Section 8.3(b); or (iii)
 if (A) all of the Offer Conditions (other than those Offer Conditions that by
  their nature are to be satisfied at the Acceptance Time, but subject to such
 Offer Conditions being able to be satisfied) have been satisfied or waived at
the Expiration Date, (B) the Company has irrevocably confirmed by written notice
    to Parent and Merger Sub that the Company is ready, willing, and able to
  consummate the Offer, the Merger, and the other transactions contemplated by
this Agreement, (C) Merger Sub fails to consummate (as defined in Section 251(h)
of the DGCL) the Offer within three (3) Business Days following the later of (1)
    delivery of the written confirmation required by clause (B) and (2) the
Expiration Date, and (D) at all times during such three (3) Business Day period,
 the Company stood ready, willing and able to consummate the Offer, the Merger
and the other transactions contemplated hereby. The party desiring to terminate
  this Agreement pursuant to this Section 8.1 (other than pursuant to Section
    8.1(a)) shall give written notice of such termination to the other party
    (setting forth in reasonable detail the provision pursuant to which this
Agreement is being terminated and the facts and circumstances forming the basis
   for such termination). Section 8.2 Effect of Termination. In the event of
termination of this Agreement, this Agreement shall immediately become void and
   have no effect, without any liability or obligation on the part of Parent,
 Merger Sub, or the Company, provided, that: (a) the Confidentiality Agreement
(as amended hereby), the Limited Guaranty (only to the extent reflected therein)
  and the provisions of Section 4.30 (Brokers and Legal Advisors), Section 5.5
   (Brokers), the penultimate sentence of Section 6.3 (Access to Information;
   Confidentiality), Section 6.10 (Public Announcements), Section 6.15(c) and
Section 6.15(e) (Financing Cooperation), this Section 8.2, Section 8.3 (Fees and
 Expenses), Section 9.2 (Notices), Section 9.5 (Entire Agreement), Section 9.6
    (No Third Party Beneficiaries), Section 9.7 (Governing Law), Section 9.8
(Submission to Jurisdiction), Section 9.9 (Assignment; Successors), Section 9.10
  (Specific Performance), Section 9.12 (Severability), Section 9.13 (Waiver of
 Jury Trial), Section 9.16 (No Presumption Against Drafting Party), and Section
  9.17 (Non-Recourse) shall survive the termination hereof; (b) the Company or
             Parent may have liability as provided in Section 8.3;
--------------------------------------------------------------------------------
                               [[Image Removed]]
  66 (c) subject to the limitations set forth in this Section 8.2, Section 8.3
   (Fees and Expenses), Section 9.10 (Specific Performance), and Section 9.17
 (Non-Recourse), no such termination shall relieve any party from any liability
   or damages arising out of a deliberate act or failure to act, which act or
failure to act constitutes in and of itself a material breach of this Agreement,
 with  real knowledge that such party's act or failure to act would, or would
reasonably be expected to, cause, result in, or constitute a breach (a "willful
 and material breach") of any of its representations, warranties, covenants, or
 agreements set forth in this Agreement or intentional fraud, in which case the
 non-breaching party shall be entitled to all rights and remedies available at
 law or in equity; and (d) the Debt Financing Sources will have no liability to
  the Company, any of its Affiliates or any of its or their direct or indirect
 stockholders hereunder or under any agreement evidencing any Debt Financing or
 otherwise relating to or arising out of the transactions contemplated by such
 agreements (including for any willful and material breach), provided that the
  foregoing shall not preclude any liability of the Debt Financing Sources to
Parent or its Affiliates under the terms of the Debt Financing. Section 8.3 Fees
and Expenses. (a) Except as otherwise provided in this Section 8.3, all fees and
expenses incurred in connection with this Agreement, the Offer, the Merger, and
the other transactions contemplated hereby shall be paid by the party incurring
 such fees or expenses, whether or not the Offer or the Merger is consummated.
     (b) In the event that: (i) (A) an Acquisition Proposal (whether or not
   conditional) or intention to make an Acquisition Proposal (whether or not
  conditional) is made directly to the Company's stockholders or is otherwise
    publicly disclosed prior to the termination of this Agreement, (B) this
 Agreement is terminated by the Company or Parent pursuant to Section 8.1(b)(i)
 or by Parent pursuant to Section 8.1(c)(i), and (C) within twelve (12) months
    after the date of such termination, the Company enters into a definitive
agreement in respect of any Acquisition Proposal, or a transaction in respect of
 any Acquisition Proposal is consummated, which, in each case, need not be the
same Acquisition Proposal that was made, disclosed or communicated prior to the
    termination hereof (provided, that for purposes of this clause (C), each
reference to "fifteen percent (15)%" in the definition of "Acquisition Proposal"
 shall be deemed to be a reference to "50%"); (ii) this Agreement is terminated
by Parent pursuant to Section 8.1(c)(ii); or (iii) this Agreement is terminated
  by the Company pursuant to Section 8.1(d)(ii); then, in any such event, the
Company shall pay to Parent a fee of $6,995,000 (the "Company Termination Fee")
 less the amount of Parent Expenses previously paid to Parent (if any) pursuant
  to Section 8.3(c), it being understood that in no event shall the Company be
     required to pay the Company Termination Fee on more than one occasion.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  67 (c) In the event that this Agreement is terminated by Parent pursuant to
 Section 8.1(c)(i) under circumstances in which the Company Termination Fee is
not then payable pursuant to Section 8.3(b)(i), then the Company shall reimburse
      Parent and its Affiliates for all of their reasonable and documented
  out-of-pocket fees and expenses (including all fees and expenses of counsel,
 accountants, investment bankers, experts and consultants to Parent and Merger
Sub and their Affiliates) incurred by Parent or Merger Sub or on their behalf in
  connection with or related to the authorization, preparation, investigation,
 negotiation, execution and performance of this Agreement and the transactions
     contemplated hereby (the "Parent Expenses"), up to a maximum amount of
  $5,000,000; provided, that the payment by the Company of the Parent Expenses
   pursuant to this Section 8.3(c), (i) shall not relieve the Company of any
  subsequent obligation to pay the Company Termination Fee pursuant to Section
   8.3(b) except to the extent indicated in Section 8.3(b) and (ii) shall not
 relieve the Company from any liability or damage resulting from a willful and
    material breach of any of its representations, warranties, covenants, or
  agreements set forth in this Agreement or intentional fraud. Notwithstanding
 anything to the contrary in this Agreement, the parties hereby acknowledge and
agree that in the event that the Company Termination Fee is paid by the Company
 in accordance with this Agreement, the Company Termination Fee, together with
 any Collection Costs payable by it under Section 8.3(f), shall be the sole and
  exclusive remedy for monetary damages (including consequential, indirect, or
   punitive damages) of Parent, Merger Sub, and their respective Non-Recourse
 Related Parties in respect of this Agreement or the transactions contemplated
    hereby (including in the case of any breach, whether or not willful and
 material, of any of its representations, warranties, covenants, or agreements
 set forth in this Agreement) against the Company, its Subsidiaries, and their
   respective Non-Recourse Related Parties, except in the case of intentional
fraud. (d) Payment of the Company Termination Fee shall be made by wire transfer
 of same-day funds to the accounts designated by Parent (i) on the earliest of
   the execution of a definitive agreement with respect to, submission to the
     stockholders of, or consummation of any transaction contemplated by an
 Acquisition Proposal, as applicable, in the case of a Company Termination Fee
     payable pursuant to Section 8.3(b)(i), (ii) as promptly as reasonably
 practicable after termination (and, in any event, within two (2) Business Days
 thereof), in the case of termination by Parent pursuant to Section 8.1(c)(ii),
   or (iii) simultaneously with, and as a condition to the effectiveness of,
  termination, in the case of a termination by the Company pursuant to Section
  8.1(d)(ii). Payment of the Parent Expenses shall be made by wire transfer of
same-day funds to the accounts designated by Parent within two (2) Business Days
 after the Company's having been notified of the amounts thereof by Parent. (e)
   The parties hereto further agree: (i) In the event that this Agreement is
  terminated by the Company pursuant to Section 8.1(d)(iii) then, in any such
    event, Parent shall pay to the Company a fee of $7,869,400 (the "Parent
Termination Fee"). In the event that the Parent Termination Fee becomes payable
  pursuant to this Section 8.3(e)(i), the receipt by the Company of the Parent
Termination Fee (and, if applicable, any Collection Costs required to be paid by
Parent under Section 8.3(f) and, if applicable, any payments required to be paid
 by Parent under Section 6.15(c)) shall be deemed to be liquidated damages and
   the sole and exclusive remedy of the Company and any other Person against
     Parent, Merger Sub, the Guarantors and Parent's, Merger Sub's, and the
   Guarantor's Non-Recourse Related Parties, and Parent, Merger Sub, and the
                               Guarantor and none
--------------------------------------------------------------------------------
                               [[Image Removed]]
68 of Parent's, Merger Sub's, and Guarantor's Non-Recourse Related Parties shall
 have any other liability or obligation (other than to Parent) for any losses,
      claims, damages, or liabilities (collectively, "Losses" ), including
   consequential, indirect, or punitive damages, suffered or incurred by the
 Company or any other Person relating to or arising out of this Agreement (and
the termination hereof), the Limited Guaranty, the Equity Financing Commitment,
or the agreements evidencing any Debt Financing or the transactions contemplated
hereby and thereby (and the abandonment thereof) or any matter forming the basis
 for such termination, including any breach of this Agreement (including in the
 case of any breach, whether or not willful and material, of any of Parent's or
Merger Sub's representations, warranties, covenants, or agreements set forth in
 this Agreement), the Limited Guaranty, the Equity Financing Commitment, or the
  agreements evidencing any Debt Financing (including any fraud or willful and
material breach), and neither the Company nor any other Person shall be entitled
   to bring or maintain any other Action against Parent, Merger Sub or any of
   Parent's or Merger Sub's Non-Recourse Related Parties arising out of this
    Agreement, the Limited Guaranty, the Equity Financing Commitment, or any
      agreements evidencing any Debt Financing, or any of the transactions
    contemplated hereby or thereby or any matters forming the basis for such
 termination, whether in equity or at law, in contract, in tort, or otherwise.
  (ii) Payment of the Parent Termination Fee shall be made by wire transfer of
    same-day funds to the accounts designated by the Company as promptly as
  reasonably practicable after termination (and, in any event, within two (2)
 Business Days thereof), in the case of termination by the Company pursuant to
 Section 8.1(d)(iii). (iii) Each of the parties hereto acknowledges and agrees
that (A) the agreements contained in Section 8.3(e) are an integral part of this
   Agreement and the transactions contemplated hereby and (B) in light of the
    difficulty of accurately determining  real damages with respect to the
   foregoing, upon any such termination of this Agreement pursuant to Section
8.1(d)(iii), the right to such payment constitutes a reasonable estimate of the
Losses that will be suffered by reason of any such termination of this Agreement
  and constitutes liquidated damages (and not a penalty). (iv) Notwithstanding
    anything to the contrary in this Agreement and without limitation to the
Company's right to specific performance in Section 9.10, the parties acknowledge
 and agree that, if the Closing does not occur, the maximum aggregate liability
for monetary damages of Parent, Merger Sub, and any of Parent's or Merger Sub's
  Non-Recourse Related Parties under this Agreement, the Limited Guaranty, the
Equity Financing Commitment or relating to the transactions contemplated hereby
  or thereby shall be limited to an amount equal to the Parent Termination Fee
  together with all Collection Costs, if any, payable by Parent under Section
 8.3(f), and all payments, if any, required to be paid by Parent under Section
   6.15(c) (the "Maximum Parent Liability Amount"), and in no event shall the
    Company or any other Person seek to recover therefrom any money damages
(including consequential, indirect or punitive damages) in excess of the Maximum
Parent Liability Amount, including, without limitation in the case of a willful
    and material breach or fraud (intentional or otherwise). So long as this
   Agreement shall not have been terminated, the Company shall be entitled to
   pursue both a grant of specific performance under Section 9.10(b) and the
  payment of the Parent Termination Fee under Section 8.3(e)(i), but under no
   circumstances shall the Company be permitted or entitled to receive both a
--------------------------------------------------------------------------------
                               [[Image Removed]]
  69 grant of specific performance under Section 9.10(b) and an award of money
  damages, including all or any portion of the Parent Termination Fee. (f) The
  parties acknowledge that the agreements contained in this Section 8.3 are an
  integral part of the transactions contemplated by this Agreement, and that,
   without these agreements, the parties would not enter into this Agreement.
Accordingly, if a party fails promptly to pay any amounts required to be paid by
such party pursuant to this Section 8.3, and, in order to obtain such payment, a
party commences a suit that results in a final, non-appealable judgment against
 the non-paying party for the amounts set forth in this Section 8.3 required to
 be paid by the non-paying party, the non-paying party shall pay to such party
 (i) its out-of-pocket costs and expenses (including reasonable attorneys' fees
 and expenses) in connection with such suit, together with (ii) interest on the
amounts due pursuant to this Section 8.3 from the date such payment was required
 to be made until the date of payment at the prime lending rate as published in
 The Wall Street Journal in effect on the date such payment was required to be
     made (such amounts described in clauses (i) and (ii) of this sentence,
   "Collection Costs"). (g) Notwithstanding anything to the contrary in this
  Agreement, no Financing Source shall have any liability or obligation to the
   Company, any of its Affiliates, or any of its or their direct or indirect
stockholders relating to or arising out of this Agreement, the Limited Guaranty,
the Equity Financing Commitment, or any agreements evidencing any Debt Financing
or in respect of any oral representation made or alleged to be have been made in
 connection herewith or therewith, whether in equity or at law, in contract, in
 tort, or otherwise, and neither the Company nor any of its Subsidiaries shall
    seek to, and the Company and its Subsidiaries shall cause its and their
 Affiliates and its and their direct and indirect stockholders not to seek to,
    recover any money damages (including consequential, special, indirect or
  punitive damages, or damages on account of a willful and material breach) or
   obtain any equitable relief from or with respect to any Financing Source.
  Nothing in this Agreement (including in this Section 8.3(g)), however, shall
  prohibit or limit any recourse against the Guarantor pursuant to the Limited
Guaranty or the parties to the Equity Financing Commitment (solely to the extent
    of the Company's third party beneficiary and specific performance rights
therein, if applicable). Section 8.4 Amendment or Supplement. This Agreement may
 be amended, modified, or supplemented by the parties hereto by action taken or
  authorized by their respective Boards of Directors at any time prior to the
   Effective Time; provided, however, that after Merger Sub has accepted for
  payment and paid for Shares pursuant to the Offer, no amendment may be made
  which decreases the Merger Consideration. This Agreement may not be amended,
    modified, or supplemented in any manner, whether by course of conduct or
  otherwise, except by an instrument in writing specifically designated as an
  amendment hereto, signed on behalf of each of the parties in interest at the
  time of the amendment. Notwithstanding anything to the contrary herein, this
 Section 8.4, Section 6.15, Section 8.2(d), Section 8.3(e)(i), Section 8.3(g),
   Section 8.5, Section 9.6(c), Section 9.7, Section 9.8(b), Section 9.13 and
Section 9.17(a) (and any provision of this Agreement to the extent an amendment,
modification, waiver or termination of such provision would modify the substance
 of this Section 8.4, Section 6.15, Section 8.2(d), Section 8.3(e)(i), Section
 8.3(g), Section 8.5, Section 9.6(c), Section 9.7, Section 9.8(b), Section 9.13
 and Section 9.17(a)) may not be amended, modified, waived, or terminated in a
 manner that impacts or is adverse in any respect to any Debt Financing Sources
       without prior written consent of each such Debt Financing Source.
--------------------------------------------------------------------------------
                               [[Image Removed]]
  70 Section 8.5 Extension of Time; Waiver. At any time prior to the Effective
Time, the parties hereto may, by action taken or authorized by their respective
 Boards of Directors, to the extent permitted by applicable Law, (a) extend the
time for the performance of any of the obligations or acts of the other parties,
 (b) waive any inaccuracies in the representations and warranties of the other
 parties set forth in this Agreement or any document delivered pursuant hereto,
or (c) subject to applicable Law, waive compliance with any of the agreements or
conditions of the other parties contained herein. Any agreement on the part of a
     party to any such waiver shall be valid only if set forth in a written
instrument executed and delivered by a duly authorized officer on behalf of such
   party. No failure or delay of any party in exercising any right or remedy
  hereunder shall operate as a waiver thereof, nor shall any single or partial
  exercise of any such right or power, or any abandonment or discontinuance of
  steps to enforce such right or power, or any course of conduct, preclude any
 other or further exercise thereof or the exercise of any other right or power.
  The rights and remedies of the parties hereunder are cumulative and are not
 exclusive of any rights or remedies which they would otherwise have hereunder.
  ARTICLE IX GENERAL PROVISIONS Section 9.1 Nonsurvival of Representations and
Warranties. None of the representations, warranties, covenants, or agreements in
 this Agreement or in any instrument delivered pursuant to this Agreement shall
  survive the Effective Time, other than those covenants or agreements of the
parties which by their terms apply, or are to be performed in whole or in part,
      after the Effective Time. Section 9.2 Notices. All notices and other
communications hereunder shall be in writing and shall be deemed duly given (a)
 on the date of delivery if delivered personally, or if by e-mail, upon written
confirmation of receipt by e-mail or otherwise, (b) on the first (1st) Business
Day following the date of dispatch if delivered utilizing a next-day service by
 a recognized next- day courier, or (c) on the earlier of confirmed receipt or
   the fifth (5th) Business Day following the date of mailing if delivered by
  registered or certified mail, return receipt requested, postage prepaid. All
   notices hereunder shall be delivered to the addresses set forth below, or
pursuant to such other instructions as may be designated in writing by the party
     to receive such notice: (i) if to Parent, Merger Sub, or the Surviving
   Corporation, to: c/o Aurora Capital Partners Management VI L.P. 11611 San
  Vicente Boulevard, Suite 800 Los Angeles, CA 90049 Attention: Robert K. West
                          E-mail: rkwest@auroracap.com
--------------------------------------------------------------------------------
                               [[Image Removed]]
 71 with a copy (which shall not constitute notice) to: Gibson, Dunn & Crutcher
 LLP 2029 Century Park East, Suite 4000 Los Angeles, CA 90067 Attention: Ari B.
 Lanin; Daniela Stolman E-mail: ALanin@gibsondunn.com; DStolman@gibsondunn.com
  (ii) if to Company, to: Sharps Compliance Corp. 9220 Kirby Drive, Suite 500
        Houston, Texas 77054 Attention: W. Patrick Mulloy _____ E-mail:
pmulloy@sharpsinc.com with a copy (which shall not constitute notice) to: Norton
  Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932
 Attention: Brandon Byrne E-mail: brandon.byrne@nortonrosefulbright.com Section
9.3 Certain Definitions. For purposes of this Agreement: (a) "Affiliate" of any
 Person means any other Person that directly or indirectly, through one or more
  intermediaries, controls, is controlled by, or is under common control with,
such first Person; (b) "Business Day" has the meaning given to such term in Rule
 14d-1(g) under the Exchange Act; (c) "Company IT Systems" means the IT Systems
   owned or used by the Company or a Subsidiary of the Company; (d) "control"
  (including the terms "controlled," "controlled by" and "under common control
 with") means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through
 the ownership of voting securities, by contract, or otherwise; (e) "COVID-19"
means SARS-CoV-2 or COVID-19, and any variants or evolutions thereof or related
    or associated epidemics, pandemics, or disease outbreaks; (f) "COVID-19
 Measures" means any quarantine, "shelter in place," "stay at home," furlough,
workforce reduction, social distancing, shut down, closure, sequester, return to
  work, or any other Law, order, directive, guideline or recommendation by any
                              applicable industry
--------------------------------------------------------------------------------
                               [[Image Removed]]
 72 group or Governmental Entity, including the Centers for Disease Control and
Prevention and the World Health Organization, in connection with or in response
 to COVID-19; (g) "COVID-19 Relief Benefit" means any note, bond, debenture, or
 other debt security, or any deferral of Taxes or social security payments (to
 the extent quantified at the Acceptance Time and included in the definition of
   Indebtedness), issued or granted by any Person (including any Governmental
   Entity) to the Company or any of its Subsidiaries pursuant to any economic
 relief program or applicable law enacted as a result of the COVID-19 pandemic
anywhere in the world, including the Paycheck Protection Program administered by
  the U.S. Small Business Administration and the CARES Act; (h) "Data Security
Requirements" means collectively, all of the following to the extent relating to
 the treatment of data or otherwise relating to privacy, security, or security
  breach notification requirements and applicable to the Company or any of its
Subsidiaries, to the conduct of Company's business, or to any of the Company IT
  Systems or any data used or held for use in the Company's business: (i) the
    Company's own rules, policies, and procedures; (ii) all applicable Laws
concerning the privacy or security of Personal Information, and all regulations
     promulgated thereunder, including the Health Insurance Portability and
   Accountability Act of 1996, the Health Information Technology for Clinical
  Health Act provisions of the American Recovery and Reinvestment Act of 2009,
 Pub. Law No. 111-5, the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act,
the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act,
  the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection
    Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the
     Children's Online Privacy Protection Act, state social security number
protection Laws, state data breach notification Laws, state consumer protection
Laws; (iii) industry standards applicable to the industry in which the Company's
  business operates (including, if applicable, the Payment Card Industry Data
 Security Standard (PCI DSS)); and (iv) contracts into which the Company or any
  of its Subsidiaries has entered or by which it is otherwise bound; (i) "Debt
Financing" means the commitment of the lenders to lend to Parent the amounts set
 forth therein solely for the purpose of funding the transactions contemplated
   hereby; (j) "Debt Financing Source Parties" means, collectively, the Debt
  Financing Sources, their Affiliates, and such Persons' and their Affiliates'
 respective current, former and future directors, officers, general or limited
   partners, shareholders, members, managers, controlling persons, employees,
 representatives, and agents, and the respective successors and assigns of each
    of the foregoing; (k) "Financing Sources"" means the entities that have
     committed to provide or to cause to provide, or otherwise entered into
   agreements in connection with, the Equity Financing or the Debt Financing,
including the parties to the Equity Financing Commitment, and any commitments to
 purchase the Debt Financing or any part thereof from such entities, and to any
    joinder agreements, credit agreements, purchase agreements or indentures
   (including the definitive agreements executed in connection with the Debt
  Financing) relating thereto; however, for the avoidance of doubt, "Financing
                Sources" shall not include Parent or Merger Sub;
--------------------------------------------------------------------------------
                               [[Image Removed]]
   73 (l) "Indebtedness" means, as of any time, without duplication and with
 respect to any Person, the outstanding principal amount of, accrued and unpaid
 interest on, and other payment obligations (including, without limitation, any
 fees, expense, breakage fees, or similar prepayment premiums or prepayment or
 redemption premiums, make-whole payments, or other yield protection payments),
     in each case, arising under (i) all obligations for borrowed money or
 indebtedness issued in substitution or exchange for borrowed money , (ii) all
obligations evidenced by bonds, debentures, notes, or similar instruments, (iii)
  any obligations under leases that are required to be capitalized under GAAP
(without giving effect to FASB Accounting Standards Update No. 2016-02, Leases,
   ASC  course 842), (iv) all obligations of such Person under installment sale
  contracts, (v) all obligations or undertakings of such Person to maintain or
   cause to be maintained the financial position of others or to purchase the
  obligations of others, (vi) all obligations under conditional sale or other
title retention agreements (even though the rights and remedies of the seller or
     lender under such agreement in the event of default may be limited to
  repossession or sale of such property), (vii) all obligations under interest
 rate swap, currency swap, forward sales, futures, options, other interest rate
or currency exchange and other similar hedging arrangements (including interest
 rate hedging or protection agreements) (in each case, measured at the terminal
 value thereof), (viii) all outstanding reimbursement obligations in respect of
drawn letters of credit, performance bonds, surety bonds, bankers' acceptances,
or similar instruments, (ix) all obligations secured by (or for which the holder
   of such Indebtedness has an existing right, contingent or otherwise, to be
 secured by) any Lien on property owned or acquired by such Person, whether or
 not the obligations secured thereby have been assumed, (x) liabilities for the
   deferred purchase price of property or services with respect to which such
Person is liable, contingently or otherwise, as obligor or otherwise, including
any earnouts or similar obligations related to past acquisitions, (xi) COVID-19
Relief Benefits that have not been forgiven as of the Acceptance Time, and (xii)
  obligations of the type referred to in clauses (i) through (xi) above of any
Person (other than such Person) the payment of which such Person is responsible
or liable, directly or indirectly, as obligor, guarantor, surety, or otherwise,
 including any  certain of such obligations; (m) "Intellectual Property" means
any and all intellectual property rights arising from or associated with any of
   the following, whether protected, created or arising under the laws of the
United States or any other jurisdiction: (i) trade names, trademarks and service
   marks (registered and unregistered), trade dress, social media handles and
 accounts, domain names and other Internet addresses or identifiers and similar
   rights, and all other indicia of origin or source, applications (including
 intent to use applications) to register any of the foregoing and all goodwill
 associated with any of the foregoing (collectively, "Marks"); (ii) patents and
   patent applications (collectively, "Patents"); (iii) works of authorship,
   copyrights (registered and unregistered) and applications for registration
(collectively, "Copyrights"); (iv) trade secrets, know-how, inventions, methods,
processes, technical data, specifications, research and development information,
 technology, road maps, customer lists and any other information (collectively,
 "Trade Secrets"); and (v) moral rights, rights of publicity, data base rights,
any other proprietary, intellectual or industrial property rights of any kind or
nature; (n) "International Trade Laws" means all applicable economic sanctions,
export controls, import and customs requirements, and anti-boycott regulations,
   including, without limitation, those administered and enforced by the U.S.
Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the U.S.
 Department of Commerce, the U.S. Department of Homeland Security, and the U.S.
        Department of State, or other applicable financial and economic
--------------------------------------------------------------------------------
                               [[Image Removed]]
      74 sanctions, export control, or customs laws and regulations of any
 jurisdiction in which the Company or any of its Subsidiaries is incorporated,
  formed, or does business; (o) "IT Systems" means computer hardware, servers,
   networks, platforms, firmware, applications, databases, peripherals, data
  communication lines, and other information technology equipment and related
 systems, including any outsourced systems and processes and Internet websites
and related content; (p) "knowledge" of any party means the  real knowledge of
      any executive officer of such party or other officer having primary
 responsibility for the relevant matter and such knowledge as would be imputed
thereto upon reasonable inquiry by such Person (including by making a reasonable
  inquiry of such Person's direct reports); (q) "Person" means an individual,
  corporation, partnership, limited liability company, association, trust, or
 other entity or organization, including any Governmental Entity; (r) "Personal
    Information" means: (i) any information with respect to which there is a
  reasonable basis to believe that the information can be used to identify an
individual (including name, address, telephone number, electronic mail address,
 social security number, bank account number, credit card number or demographic
  information); (ii) Social Security numbers; or (iii) any information that is
 regulated or protected by one or more privacy or data security Laws (including
 sensitive personal information, any special categories of personal information
  regulated thereunder or covered thereby and HIPAA); (s) "Sanctioned Country"
   means any country or region that is or was in the last five (5) years the
   subject or target of comprehensive sanctions or an economic embargo under
 International Trade Laws (including at present Cuba, Iran, North Korea, Syria,
   the Crimea region, and the so-called Donetsk People's Republic and Luhansk
People's Republic regions of Ukraine); (t) "Sanctioned Person" means any Person
 that is the subject or target of sanctions or restrictions under International
Trade Laws, including: (i) any Person listed on any applicable U.S. or non-U.S.
sanctions- or export-related restricted party list, including but not limited to
   the OFAC Specially Designated Nationals and Blocked Persons List, Sectoral
Sanctions Identifications List, or other relevant OFAC list; the Denied Persons,
Unverified, or Entity Lists, maintained by the U.S. Department of Commerce; the
   Debarred List or non-proliferation sanctions lists maintained by the U.S.
 Department of State; the EU Consolidated List of Financial Sanctions Targets,
    maintained by the European Union; the UK Sanctions List maintained by HM
 Treasury; or the UN Consolidated List, maintained by the UN Security Council;
(ii) any Person located, organized or resident in a Sanctioned Country; or (iii)
  any Person that is, in the aggregate, fifty percent (50%) or greater owned,
directly or indirectly, or otherwise controlled by a Person or Persons described
in clause (i) or (ii) so as to subject the Person to sanctions; (u) "Subsidiary"
  means, with respect to any Person, any other Person of which stock or other
 equity interests having ordinary voting power to elect more than fifty percent
 (50%) of the board of directors or other governing body are owned, directly or
                       indirectly, by such first Person;
--------------------------------------------------------------------------------
                               [[Image Removed]]
    75 (v) "Tax Return" means any return, declaration, report, certificate,
election, claim for refund, information return, statement and any other document
filed or supplied or required to be filed or supplied to any Governmental Entity
with respect to Taxes, including any schedule, attachment or supplement thereto,
  and including any amendment thereof; and (w) "Taxes" means (i) all federal,
state, local, foreign and other net income, gross income, gross receipts, sales,
   use, stock, ad valorem, transfer, transaction, franchise, profits, gains,
 registration, license, wages, lease, service, service use, employee and other
   withholding, social security, unemployment, welfare, disability, payroll,
   employment, excise, severance, stamp, environmental, occupation, workers'
 compensation, premium, real property, personal property, escheat or unclaimed
property, windfall profits, net worth, capital, value-added, alternative or add-
  on minimum, customs duties, estimated and other taxes and other governmental
 fees, assessments, charges or levies that are in the nature of a tax (whether
imposed directly or through withholding), whether disputed or not, together with
  any interest and any penalties, additions to tax or additional amounts with
 respect thereto; (ii) any liability for payment of amounts described in clause
    (i) whether as a result of transferee liability, of being a member of an
affiliated, consolidated, combined or unitary group for any period or otherwise
  through operation of Law; and (iii) any liability for the payment of amounts
 described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity
    or tax allocation agreement or any other express or implied agreement to
indemnify any other Person. Section 9.4 Interpretation. When a reference is made
  in this Agreement to a Section, Article, Exhibit or Schedule such reference
  shall be to a Section, Article, Exhibit or Schedule of this Agreement unless
   otherwise indicated. The table of contents and headings contained in this
    Agreement or in any Exhibit or Schedule are for convenience of reference
 purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Any capitalized terms used in any
Exhibit or Schedule but not otherwise defined therein shall have the meaning as
defined in this Agreement. All Exhibits and Schedules annexed hereto or referred
to herein are hereby incorporated in and made a part of this Agreement as if set
forth herein. The word "including" and words of similar import when used in this
Agreement will mean "including, without limitation," unless otherwise specified.
 The words "hereof," "herein" and "hereunder" and words of similar import when
 used in this Agreement shall refer to the Agreement as a whole and not to any
particular provision in this Agreement. The term "or" is not exclusive. The word
   "will" shall be construed to have the same meaning and effect as the word
 "shall." References to days mean calendar days unless otherwise specified. The
    Company shall be deemed to have disclosed or made available materials or
 documents referenced in this Agreement or the Company Disclosure Letter if the
 same has been made available or otherwise accessible to Parent by means of (a)
   the "Project Sparta" virtual data room hosted by FirmRoom on behalf of the
Company in connection with the transactions contemplated by this Agreement (the
   "Data Room"), (b) the SEC's EDGAR database, or (c) email to Parent or its
Representatives, in each case by 5:00 p.m. Houston, Texas time on July 11, 2022.
 Section 9.5 Entire Agreement. This Agreement (including the Exhibits hereto),
the Company Disclosure Letter, the Limited Guaranty, the Support Agreement, the
 Equity Financing Commitment, and the Confidentiality Agreement constitute the
  entire agreement, and supersede all prior written agreements, arrangements,
              communications and understandings and all prior and
--------------------------------------------------------------------------------
                               [[Image Removed]]
      76 contemporaneous oral agreements, arrangements, communications and
 understandings among the parties with respect to the subject matter hereof and
     thereof. Section 9.6 No Third Party Beneficiaries. (a) Nothing in this
 Agreement, express or implied, is intended to or shall confer upon any Person
other than the parties and their respective successors and permitted assigns any
legal or equitable right, benefit, or remedy of any nature under or by reason of
   this Agreement, except (i) as provided in Section 6.8, Section 8.3(e)(i),
Section 8.3(e)(iv), and Section 9.17(b), (ii) following the Acceptance Time, the
 rights of holders of Shares to receive the Offer Price for the Shares validly
tendered and accepted for payment in the Offer, and (iii) if the Effective Time
 occurs, the rights of holders of Shares to receive the Merger Consideration to
  which they are entitled in accordance with Section 3.1(a) and the rights of
holders of Company Stock Awards to receive such amounts as provided pursuant to
 Section 3.2. (b) The representations and warranties in this Agreement are the
product of negotiations among the parties hereto and are for the sole benefit of
the parties hereto. Any inaccuracies in such representations and warranties are
 subject to waiver by the parties hereto in accordance with Section 8.5 without
notice or liability to any other Person. In some instances, the representations
 and warranties in this Agreement may represent an allocation among the parties
 hereto of risks associated with particular matters regardless of the knowledge
   of any of the parties hereto. Consequently, Persons other than the parties
hereto may not rely upon the representations and warranties in this Agreement as
   characterizations of  real facts or circumstances as of the date of this
Agreement or as of any other date. (c) Notwithstanding anything to the contrary
 herein, this Section 9.6(c), Section 6.15, Section 8.2(d), Section 8.3(e)(i),
 Section 8.3(g), Section 8.4, Section 8.5, Section 9.7, Section 9.8(b), Section
   9.9, Section 9.13 and Section 9.17(a) are for the benefit of, and shall be
  enforceable by, the Debt Financing Sources, who shall be express third-party
 beneficiaries of such Sections. Section 9.7 Governing Law. This Agreement and
 all disputes or controversies arising out of or relating to this Agreement or
  the transactions contemplated hereby shall be governed by, and construed in
 accordance with, the internal laws of the State of Delaware, without regard to
    the laws of any other jurisdiction that might be applied because of the
   conflicts of laws principles of the State of Delaware. Notwithstanding the
 foregoing, each of the Company, its Affiliates, and their and their respective
  Affiliates' stockholders, partners, members, officers, directors, employees,
  controlling persons, agents and representatives (collectively, the "Company
Related Parties") and the other parties hereto agrees that all claims or causes
of action (whether at law, in equity, in contract, in tort or otherwise) against
 any Debt Financing Sources in any way relating to the Debt Financing, shall be
 governed by, and construed in accordance with, and enforced under the laws of
   the State of New York without giving regard to conflicts or choice of law
principles that would result in the application of any law other than the law of
 the State of New York. Section 9.8 Submission to Jurisdiction. (a) Each of the
parties irrevocably agrees that any legal action or proceeding arising out of or
 relating to this Agreement brought by any party or its Affiliates against any
                                     other
--------------------------------------------------------------------------------
                               [[Image Removed]]
   77 party or its Affiliates shall be brought and determined in the Court of
 Chancery of the State of Delaware, provided, that if jurisdiction is not then
available in the Court of Chancery of the State of Delaware, then any such legal
action or proceeding may be brought in any federal court located in the State of
Delaware. Each of the parties hereby irrevocably submits to the jurisdiction of
the aforesaid courts for itself and with respect to its property, generally and
unconditionally, with regard to any such action or proceeding arising out of or
relating to this Agreement and the transactions contemplated hereby. Each of the
 parties agrees not to commence any action, suit or proceeding relating thereto
  except in the courts described above in Delaware, other than actions in any
    court of competent jurisdiction to enforce any judgment, decree or award
rendered by any such court in Delaware as described herein. Each of the parties
   further agrees that notice as provided herein shall constitute sufficient
service of process and the parties further waive any argument that such service
  is insufficient. Each of the parties hereby irrevocably and unconditionally
waives, and agrees not to assert, by way of motion or as a defense, counterclaim
  or otherwise, in any action or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby, (a) any claim that it is not
 personally subject to the jurisdiction of the courts in Delaware as described
  herein for any reason, (b) that it or its property is exempt or immune from
   jurisdiction of any such court or from any legal process commenced in such
    courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise)
and (c) that (i) the suit, action or proceeding in any such court is brought in
  an inconvenient forum, (ii) the venue of such suit, action or proceeding is
   improper or (iii) this Agreement, or the subject matter hereof, may not be
   enforced in or by such courts. (b) Notwithstanding anything herein to the
  contrary, each of the Company Related Parties and each of the other parties
hereto (i) agrees that it will not bring or support any action, cause of action,
 claim, crossclaim or third-party claim of any kind or description, whether in
law or in equity, whether in contract or in tort or otherwise, against the Debt
     Financing Sources in any way relating to this Agreement or any of the
 transactions contemplated by this Agreement, including but not limited to any
   dispute arising out of or relating in any way to the Debt Financing or the
performance thereof or the transactions contemplated thereby, in any forum other
 than exclusively in the Supreme Court of the State of New York, County of New
   York, or, if under applicable law exclusive jurisdiction is vested in the
 federal courts, the United States District Court for the Southern District of
    New York (and appellate courts thereof), (ii) submits for itself and its
 property with respect to any such action to the exclusive jurisdiction of such
  courts, (iii) agrees that service of process, summons, notice or document by
registered mail addressed to it at its address provided in Section 9.2 shall be
effective service of process against it for any such action brought in any such
    court, (iv) waives and hereby irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of venue of, and the defense of an inconvenient forum to the maintenance of, any
 such action in any such court and (v) agrees that a final judgment in any such
action shall be conclusive and may be enforced in other jurisdictions by suit on
    the judgment or in any other manner provided by law. Notwithstanding the
foregoing, the parties hereto agree that the state or federal courts located in
 New York County, State of New York, shall have exclusive jurisdiction to hear
    and determine any claims or disputes against any Debt Financing Sources
 pertaining to the Debt Financing, any other transaction relating thereto, and
 any investigation, litigation, or proceeding in connection with, related to or
 arising out of any such matters; provided, that the parties hereto acknowledge
   that any appeal from those courts may have to be heard by a court located
outside of such jurisdiction. The parties hereto expressly submit and consent in
               advance to such jurisdiction in any action or suit
--------------------------------------------------------------------------------
                               [[Image Removed]]
 78 commenced in any such court, and hereby waive any objection, which each of
the parties may have based upon lack of personal jurisdiction, improper venue or
 inconvenient forum. Section 9.9 Assignment; Successors. Neither this Agreement
  nor any of the rights, interests or obligations under this Agreement may be
assigned or delegated, in whole or in part, by operation of law or otherwise, by
any party without the prior written consent of the other parties (which consent
   shall not be unreasonably withheld, conditioned, or delayed), and any such
assignment without such prior written consent shall be null and void. Subject to
   the preceding sentence, this Agreement will be binding upon, inure to the
 benefit of, and be enforceable by, the parties and their respective successors
   and assigns. Section 9.10 Specific Performance. (a) The parties agree that
   irreparable damage would occur in the event that the parties hereto do not
    perform the provisions of this Agreement in accordance with its terms or
otherwise breach such provisions. Accordingly, prior to any termination of this
 Agreement pursuant to Section 8.1, the parties acknowledge and agree that each
   party shall be entitled to an injunction, specific performance, and other
     equitable relief to prevent breaches of this Agreement and to enforce
  specifically the terms and provisions hereof in the Court of Chancery of the
 State of Delaware, provided, that if jurisdiction is not then available in the
Court of Chancery of the State of Delaware, then in any federal court located in
the State of Delaware, this being in addition to any other remedy to which such
party is entitled at law or in equity. Each of the parties hereby further waives
  (i) any defense in any action for specific performance that a remedy at law
 would be adequate and (ii) any requirement under any law to post security as a
prerequisite to obtaining equitable relief. (b) Notwithstanding anything to the
 contrary in Section 9.10(a), but subject to Section 8.3(e), it is acknowledged
 and agreed that the Company shall only be entitled to specific performance of
  Parent's obligation to cause the Equity Financing to be funded in accordance
with the terms of the Equity Financing Commitment and to cause the consummation
  of the Offer and the Merger, as applicable, to occur, only in the event that
 each of the following conditions have been satisfied: (i) with respect to the
consummation of the Offer (including the payment of the Offer Price and drawing
 down the Equity Financing related thereto), all of the Offer Conditions (other
  than those Offer Conditions that by their nature are to be satisfied at the
     Acceptance Time, but subject to such Offer Conditions being able to be
satisfied) have been satisfied or waived at the Expiration Date, and Merger Sub
fails to consummate the Offer pursuant to and in accordance with Section 1.1(c),
 (ii) with respect to the consummation of the Merger (including the payment of
the Merger Consideration and drawing down the Equity Financing related thereto)
  all of the conditions set forth in Article VII have been satisfied or waived
  (other than those conditions that by their nature are to be satisfied at the
 Closing, but subject to the such conditions being able to be satisfied at the
   Closing), and Merger Sub fails to complete the Closing pursuant to and in
  accordance with Section 2.2, (iii) the Company has irrevocably confirmed by
written notice to Parent and Merger Sub that (A) the Company is ready, willing,
    and able to consummate the Offer, the Merger, and the other transactions
contemplated hereby and to take such actions required of it by this Agreement to
  cause the consummation of the Offer, the Merger, and the other transactions
  contemplated by this Agreement to occur, and (B) if specific performance is
   granted and the Equity Financing is funded, the Offer and the Closing will
                   occur, (iv) Parent and Merger Sub fail to
--------------------------------------------------------------------------------
                               [[Image Removed]]
79 consummate the Offer or Merger, as applicable, within three (3) Business Days
  following the later of (1) delivery of the written confirmation required by
clause (iii) above and (2) in the case of the Offer, the Expiration Date, and in
  the case of the Merger, the date by which the Closing was required to occur
pursuant to Section 2.2, and (v) at all times during such three (3) Business Day
 period, the Company stood ready, willing and able to consummate the Offer, the
 Merger and the other transactions contemplated hereby. Section 9.11 Currency.
 All references to "dollars" or "$" or "US$" in this Agreement refer to United
 States dollars, which is the currency used for all purposes in this Agreement.
 Section 9.12 Severability. Whenever possible, each provision or portion of any
    provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable Law, but if any provision or portion of any
 provision of this Agreement is held to be invalid, illegal or unenforceable in
     any respect under any applicable Law or rule in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other provision
 or portion of any provision in such jurisdiction, and this Agreement shall be
   reformed, construed and enforced in such jurisdiction as if such invalid,
 illegal or unenforceable provision or portion of any provision had never been
contained herein. Section 9.13 Waiver of Jury Trial. EACH OF THE COMPANY RELATED
   PARTIES AND EACH OF THE OTHER PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
 WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
  (INCLUDING ANY ACTION, PROCEEDING OR COUNTERCLAIM INVOLVING ANY OF THE DEBT
FINANCING SOURCE PARTIES) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE DEBT
   FINANCING OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. Section 9.14
Counterparts. This Agreement may be executed in two or more counterparts, all of
which shall be considered one and the same instrument and shall become effective
   when one or more counterparts have been signed by each of the parties and
  delivered to the other party. Section 9.15 Facsimile or .pdf Signature. This
Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf
    signature shall constitute an original for all purposes. Section 9.16 No
 Presumption Against Drafting Party. Each of Parent, Merger Sub and the Company
 acknowledges that each party to this Agreement has been represented by counsel
  in connection with this Agreement and the transactions contemplated by this
Agreement. Accordingly, any rule of law or any legal decision that would require
interpretation of any claimed ambiguities in this Agreement against the drafting
party has no application and is expressly waived. Section 9.17 Non-Recourse. (a)
Notwithstanding anything to the contrary contained in this Agreement, no Company
Related Party nor any other party hereto shall have any rights or claims against
 any Debt Financing Source, in any way relating to this Agreement or any of the
     transactions contemplated by this Agreement, or in respect of any oral
              representations made or alleged to have been made in
--------------------------------------------------------------------------------
                               [[Image Removed]]
   80 connection herewith or therewith, including (other than with respect to
Parent) any dispute arising out of or relating in any way to the Debt Financing,
 whether at law or equity, in contract, in tort or otherwise. No Debt Financing
  Source shall be liable for any punitive, exemplary, consequential (including
 loss of profits) or indirect damages. (b) This Agreement may only be enforced
against, and any claim or cause of action based upon, arising out of, or related
 to this Agreement may only be brought against the entities that are expressly
 named as parties hereto and then only with respect to the specific obligations
  set forth herein with respect to such party. Each party agrees, on behalf of
itself and its Affiliates and Non-Recourse Related Parties, that, except to the
extent a named party in this Agreement and except to the extent provided in and
    subject to the terms of the Confidentiality Agreement, Equity Financing
 Commitment, or the Limited Guaranty, (i) neither it nor any of its Affiliates
   will bring or support any action, cause of action, claim, cross-claim, or
   third-party claim of any kind or description, whether in law or in equity,
 whether in contract or in tort, or otherwise, against any Non-Recourse Related
 Party, in any way relating to this Agreement or the transactions contemplated
   hereby, including any dispute arising out of or relating in any way to the
Equity Financing Commitment or the definitive agreements executed in connection
  therewith or the performance thereof and (ii) no Non-Recourse Related Party
 shall have any liability (whether in contract or in tort, in law or in equity,
   or based upon any theory that seeks to impose liability of an entity party
   against its owners or Affiliates) to any party or its Affiliates or their
respective directors, officers, employees, agents, partners, managers or equity
   holders for any obligations or liabilities of any party hereto under this
    Agreement or for any claim based on, in respect of, or by reason of, the
  negotiation, execution or performance of this Agreement or the transactions
contemplated hereby or in respect of any oral representations made or alleged to
     have been made in connection herewith. For purposes of this Agreement,
"Non-Recourse Related Parties" means with respect to Parent, Merger Sub, or the
 Guarantor, on the one hand, or the Company, on the other hand, as applicable,
their respective former, current and future equity holders, controlling persons,
 directors, officers, employees, agents, general or limited partners, managers,
 management companies, members, stockholders, Affiliates or permitted assignees
and any and all former, current and future equity holders, controlling persons,
 directors, officers, employees, agents, general or limited partners, managers,
 management companies, members, stockholders, Affiliates or permitted assignees
   of any of the foregoing, and any and all former, current and future heirs,
 executors, administrators, trustees, successors or permitted assigns of any of
 the foregoing. For the avoidance of doubt, Parent, Merger Sub, Guarantor, and
 the Company shall not be Non- Recourse Related Parties. [The remainder of this
                       page is intentionally left blank.]
--------------------------------------------------------------------------------
                               [[Image Removed]]
 SIGNATURE PAGE TO AGREEMENT AND PLAN OF MERGER IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed as of the date first written above by
   their respective officers thereunto duly authorized. RAVEN BUYER, INC. By:
    /s/Angela Klappa Name: Angela Klappa Title: Chief Executive Officer and
   President RAVEN HOUSTON MERGER SUB, INC. By: /s/Angela Klappa Name: Angela
Klappa Title: Chief Executive Officer and President SHARPS COMPLIANCE CORP. By:
  /s/Pat Mulloy Name: Pat Mulloy Title: Chief Executive Officer and President
--------------------------------------------------------------------------------
                               [[Image Removed]]
EXHIBIT A Exhibit A 1 CONDITIONS TO THE OFFER Notwithstanding any other term of
   the Offer, in addition to (and not in limitation of) Merger Sub's right to
  extend or amend the Offer pursuant to the terms of the Merger Agreement (as
   defined below), Merger Sub shall not be required to accept for payment or,
   subject to any applicable rules and regulations of the SEC, including Rule
14e-1(c) under the Exchange Act (relating to Merger Sub's obligation to pay for
 or return tendered Shares promptly after the termination or withdrawal of the
 Offer), to pay for any Shares tendered pursuant to the Offer, if: (a) prior to
the Expiration Date, there shall not have been validly tendered (not counting as
validly tendered any Shares tendered pursuant to guaranteed delivery procedures
     that have not yet been delivered in settlement or satisfaction of such
guarantee) and not withdrawn a number of Shares that, together with the Shares,
  if any, then owned by Parent or any of its Subsidiaries, would represent at
 least one Share more than fifty percent (50%) of the number of Shares that are
 then issued and outstanding as of the Expiration Date on a fully diluted basis
 (which means, as of any time, the number of Shares outstanding, together with
     all Shares that the Company would be required to issue pursuant to the
conversion or exercise of all options, rights and securities convertible into or
 exercisable for Shares or otherwise, including after giving effect to Section
3.2(a), and regardless of the conversion or exercise price, the vesting schedule
 or other terms and conditions thereof) (the "Minimum Condition"); (b) prior to
the Expiration Date, the applicable waiting period under the HSR Act in respect
  of the transactions contemplated by this Agreement shall not have expired or
  been terminated; (c) Parent shall have not received: (i) at least three (3)
 Business Days prior to the Acceptance Time, the Payoff Letters for any and all
  the Company Debt; (ii) evidence, to the satisfaction of Parent that: (A) the
Company and each Subsidiary has paid or will pay at the Acceptance Time any and
 all such Company Debt in accordance with the applicable Payoff Letter; and (B)
    any and all Liens and guaranties relating to such Company Debt have been
    released or will be released upon payment of the amount set forth in the
    applicable Payoff Letter; (iii) any UCC-3 necessary to terminate a UCC-1
 Financing Statement with respect to any such Lien will have been filed or will
 be filed upon payment of the amount set forth in the applicable Payoff Letter;
 and (iv) any other documents (in each case, in a form reasonably acceptable to
Parent) relating to the release of mortgages, liens, pledges, charges, rights of
 first refusal, Liens or other security interests relating to Company Debt; or
 (d) any of the following conditions shall exist or shall have occurred and be
continuing at the Expiration Date: (i) there shall be pending or threatened any
    Action by any Governmental Entity that seeks, directly or indirectly, to
    challenge or make illegal or otherwise prohibit or materially delay the
 consummation of the Offer or the Merger, or to make materially more costly the
  making of the Offer, or to obtain from the Company, Parent or Merger Sub any
damages that are material in relation to the Company and its Subsidiaries taken
                                  as a whole;
--------------------------------------------------------------------------------
                               [[Image Removed]]
 Exhibit A 2 (ii) there shall have been any Law enacted, entered, promulgated,
     enforced, or deemed applicable by any Governmental Entity of competent
    jurisdiction that is then in effect, whether temporary, preliminary, or
    permanent, that would, or would reasonably be expected to, make illegal,
 restrain, or prohibit the consummation of the Offer or the Merger; (iii) since
 the date of the Merger Agreement, there shall have occurred any event, change,
circumstance, occurrence, effect, or state of facts that, individually or in the
 aggregate, has had or would reasonably be expected to have a Material Adverse
   Effect; (iv) (A) the Company shall have failed to perform or comply in all
 material respects with any of its obligations, covenants, or agreements under
     the Merger Agreement and such failure shall not have been cured by the
Expiration Date; (B) the representations and warranties of the Company set forth
in (1) Article IV (other than those contained in Section 4.1(a)(i)-(ii), Section
  4.2(a), Section 4.4, Section 4.5(a)(i), the last sentence of Section 4.6(a),
   Section 4.8, Section 4.9(a)(ii), Section 4.20, Section 4.21, Section 4.22,
 Section 4.30, and Section 4.31) shall not be true and correct in all respects,
without regard to any "materiality" or " Material Adverse Effect" qualifications
 contained in them, at and as of the date of the Merger Agreement and as of and
as though made on the Expiration Date (except for representations and warranties
  made as of a specified date, the accuracy of which shall be determined as of
 that specified date), except where any failures to be true and correct do not
   have and would not reasonably be expected to have, individually or in the
  aggregate, a Material Adverse Effect; (2) Section 4.9(a)(ii) or Section 4.21
   shall not be true and correct in all respects at and as of the date of the
   Merger Agreement and as of and as though made on the Expiration Date, (3)
  Section 4.1(a)(i)-(ii), Section 4.4, Section 4.5(a)(i), the last sentence of
   Section 4.6(a), Section 4.8, Section 4.20, Section 4.22, Section 4.30, or
Section 4.31 shall not be true and correct in all material respects at and as of
the date of the Merger Agreement and as of and as though made on the Expiration
Date (except for representations and warranties made as of a specified date, the
   accuracy of which shall be determined as of that specified date); and (4)
  Section 4.2(a) shall not be true and correct in all but de minimis respects,
  other than as resulting from exercises of existing outstanding Company Stock
 Options set forth in the Company Disclosure Letter or as resulting from grants
 of Company Stock Awards in compliance with Section 6.1 on or after the date of
 this Agreement, at and as of the date of the Merger Agreement and as of and as
  though made at and as of the Expiration Date (except for representations and
     warranties made as of a specified date, the accuracy of which shall be
 determined as of that specified date); provided, further, that for purposes of
 determining the truth and correctness of such representations and warranties,
  (x) any update or modification of the Company Disclosure Letter purported to
 have been made after the date of the Merger Agreement shall be disregarded and
   (y) the truth and correctness of those representations and warranties that
  address matters only as of a specific date shall be measured only as of such
                                    date, or
--------------------------------------------------------------------------------
                               [[Image Removed]]
 Exhibit A 3 (C) Parent and Merger Sub shall not have received a certificate of
an executive officer of the Company, dated as of the scheduled Expiration Date,
to the effect set forth in the foregoing clauses (A) and (B); or (v) the Merger
 Agreement shall have been validly terminated in accordance with its terms. The
  foregoing conditions are for the sole benefit of Merger Sub and Parent and,
subject to the terms of the Merger Agreement and applicable Law, may be asserted
  by Merger Sub or Parent regardless of the circumstances giving rise to such
 condition, in whole or in part at any applicable time or from time to time in
their sole discretion. The foregoing conditions shall be in addition to, and not
  a limitation of, the right of Parent and Merger Sub to extend, terminate, or
 modify the Offer pursuant to the terms and conditions of the Merger Agreement.
  All conditions (except for the Minimum Condition) may be waived by Parent or
 Merger Sub in their sole discretion in whole or in part at any applicable time
 or from time to time, in each case subject to the terms and conditions of the
   Merger Agreement and the applicable rules and regulations of the SEC. The
  failure of Parent or Merger Sub at any time to exercise any of the foregoing
rights shall not be deemed a waiver of any such right and each such right shall
  be deemed an ongoing right that may be asserted at any time and from time to
 time. Capitalized terms used in this Exhibit A and not otherwise defined shall
 have the respective meanings assigned thereto in the Merger Agreement to which
 this Exhibit A is attached (the "Merger Agreement"). References to Articles or
Sections in this Exhibit A refer to Articles or Sections of the Merger Agreement
                          unless otherwise indicated.
--------------------------------------------------------------------------------
                               [[Image Removed]]
           EXHIBIT B Exhibit B 1 FORUM SELECTION BYLAW See attached.
--------------------------------------------------------------------------------
                                                                     EXHIBIT 3.1
                                   ARTICLE 14
                       FORUM FOR ADJUDICATION OF DISPUTES

14.1 Forum. Unless the Corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any current or former stockholder (including any current or former beneficial owner) to bring internal corporate claims (as defined below), to the fullest extent permitted by law, and subject to applicable jurisdictional requirements, shall be the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or a federal court located within the State of Delaware). For purposes of this article, internal corporate claims means: (a) any derivative action or proceeding brought on behalf of the Corporation; (b) any action asserting a claim of breach of fiduciary duty owed by any current or former director, officer, employee or stockholder of the Corporation to the Corporation or the Corporation's stockholders; (c) any action asserting a claim arising pursuant to any provision of the General Corporation Law, the Certificate of Incorporation or these Bylaws (as either may be amended or restated) or as to which the General Corporation Law confers jurisdiction upon the Court of Chancery of the State of Delaware; or (d) any action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware. To the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring or holding any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this article.

14.2 Enforceability. If any provision of this article shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this article (including, without limitation, each portion of any sentence of this article containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby.

                               [[Image Removed]]
  EXHIBIT 10.1 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT,
dated as of July 12, 2022 (this "Agreement"), is by and among Raven Buyer, Inc.,
 a Delaware corporation ("Parent"), Raven Houston Merger Sub, Inc., a Delaware
   corporation and wholly-owned subsidiary of Parent ("Merger Sub"), and the
stockholders of Sharps Compliance Corp., a Delaware corporation (the "Company"),
  listed on Schedule I hereto (each, a "Stockholder"). RECITALS WHEREAS, each
 Stockholder is the "beneficial owner" (within the meaning of Rule 13d-3 under
the Exchange Act) of the number of outstanding shares of common stock, par value
$0.01 per share, of the Company ("Shares") set forth opposite such Stockholder's
    name on Schedule I hereto (the "Owned Shares"; the Owned Shares and any
    additional Shares and any other voting securities of the Company which a
 Stockholder acquires record and/or beneficial ownership after the date hereof,
  including, without limitation, by purchase, as a result of a stock dividend,
   stock split, recapitalization, combination, reclassification, exchange, or
     change of such shares, or upon exercise, vesting, or conversion of any
 securities, such Stockholder's "Covered Shares"); WHEREAS, Parent, Merger Sub,
  and the Company have entered into that certain Agreement and Plan of Merger,
     dated as of the date hereof (as the same may be amended, modified, or
 supplemented from time to time, the "Merger Agreement"), which provides, among
other things, for Merger Sub to commence a cash tender offer to purchase any and
  all of the outstanding Shares pursuant to the terms set forth in the Merger
   Agreement and for the merger of Merger Sub with and into the Company (the
   "Merger") as soon as practicable following the consummation (as defined in
  Section 251(h) of the DGCL) of the Offer, with the Company continuing as the
surviving corporation in the Merger; and WHEREAS, in order to induce Parent and
      Merger Sub to enter into the Merger Agreement, and to consummate the
transactions contemplated thereby, including the Merger, Parent, Merger Sub, and
each Stockholder are entering into this Agreement. Capitalized terms used herein
    without definition have the meanings set forth in the Merger Agreement.
     AGREEMENT NOW, THEREFORE, in consideration of the premises, and of the
  representations, warranties, covenants, and agreements contained herein, and
 intending to be legally bound hereby, Parent, Merger Sub, and each Stockholder
hereby agrees as follows: 1. Agreement to Tender. (a) From the date hereof until
the Termination Date, each Stockholder irrevocably and unconditionally agrees to
  promptly (and, in any event, not later than five (5) Business Days after the
 commencement of the Offer) (i) validly tender or cause to be validly tendered
 into the Offer, pursuant to and in accordance with the terms of the Offer, the
                                    Covered
--------------------------------------------------------------------------------
                               [[Image Removed]]
2 Shares (free and clear of any Liens other than those arising under applicable
securities Laws), (ii) deliver all other documents or instruments required to be
delivered by such Stockholder pursuant to the terms of the Offer, including (A)
   a letter of transmittal with respect to such Stockholder's Covered Shares
 complying with the terms of the Offer and (B) a certificate representing such
Stockholder's Covered Shares or an "agent's message" (or such other evidence, if
 any, of transfer as the Paying Agent may reasonably request) in the case of a
    book-entry share of any uncertificated Covered Shares, and (iii) if such
 Stockholder acquires beneficial ownership of any additional outstanding Shares
  during the term of this Agreement, to promptly (and, in any event, not later
than the earlier of (x) three (3) Business Days after such Stockholder acquires
  beneficial ownership of such Shares and (y) the Termination Date (as defined
herein)) validly tender or cause to be validly tendered into the Offer, pursuant
to and in accordance with the terms of the Offer, all of such additional Shares.
 (b) Each Stockholder agrees not to withdraw, and not to cause or permit to be
withdrawn, any Covered Shares from the Offer prior to the Termination Date. (c)
Each Stockholder acknowledges and agrees that Merger Sub's obligation to accept
    for payment Shares tendered into the Offer, including any Covered Shares
  tendered by such Stockholder, is subject to the terms and conditions of the
Merger Agreement and the Offer. (d) If the Merger Agreement is terminated prior
     to the Effective Time, Parent and Merger Sub shall, or shall cause any
depository or other party acting on behalf of Parent and Merger Sub to, promptly
return to each Stockholder all Shares tendered by such Stockholder in the Offer.
   2. Vote. From the date hereof until the Termination Date, each Stockholder
   irrevocably and unconditionally agrees that it shall at any meeting of the
  stockholders of the Company (whether annual or special and whether or not an
   adjourned or postponed meeting), however called, or in connection with any
  written consent of stockholders of the Company: (a) when a meeting is held,
 appear at such meeting or otherwise cause the Covered Shares to be counted as
 present thereat for the purpose of establishing a quorum, and respond to each
 request by the Company for written consent, if any; and (b) vote (or consent),
 or cause to be voted at such meeting (or validly execute and return and cause
such consent to be granted with respect to), all Covered Shares: (i) in favor of
the Merger, the adoption of the Merger Agreement, and any other matters relating
 to and/or necessary for consummation of the Merger and the other transactions
 contemplated in the Merger Agreement; (ii) in favor of any proposal to adjourn
 or postpone the meeting to a later date if a quorum is not present or if there
  are not sufficient votes for the adoption of the Merger Agreement; and (iii)
 against (A) any action, proposal, agreement, or transaction made in opposition
 to or competition with the Merger or the Merger Agreement, including, without
 limitation, any Acquisition Proposal (including any Superior Proposal) (or any
                               proposal relating
--------------------------------------------------------------------------------
                               [[Image Removed]]
 3 to or intended to facilitate an Acquisition Proposal, including any Superior
    Proposal), (B) any proposal for any recapitalization, material business
      transaction, reorganization, liquidation, winding up of the Company,
   dissolution, amalgamation, consolidation, merger, sale of assets, or other
  business combination between the Company and any other Person, (C) any sale,
 lease, license, or transfer of a material amount of assets (including, for the
avoidance of doubt, capital stock of Company Subsidiaries) of the Company or any
reorganization, (D) any other action, agreement (including, without limitation,
 any amendment, waiver, release from, or non- enforcement of any agreement) or
  transaction that would or would be reasonably expected to impede, frustrate,
interfere with, delay, postpone, or adversely affect the timely consummation of
   the Offer or Merger or any of the transactions contemplated by the Merger
Agreement or this Agreement (including the performance by a Stockholder of such
Stockholder's obligations under this Agreement) or any transaction that results
 in or would reasonably be expected to result in (1) a breach of any covenant,
 representation, or warranty or other obligation or agreement of the Company or
 any of its Subsidiaries under the Merger Agreement or (2) result in any of the
conditions to the Offer set forth in Exhibit A of the Merger Agreement not being
    satisfied on or before the Outside Date, (E) any change in the board of
 directors of the Company (other than as contemplated by the Merger Agreement),
 (F) any change in the present capitalization or dividend policy of the Company
(including without limitation any extraordinary dividend or distribution by the
   Company) or any amendment or other change to the Company's certificate of
incorporation or bylaws, except if approved by Parent, and (G) any other change
in the Company's corporate structure or business. 3. Grant of Irrevocable Proxy;
   Appointment of Proxy. (a) EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS,
PARENT, THE EXECUTIVE OFFICERS OF PARENT, AND ANY OTHER DESIGNEE OF PARENT, EACH
  OF THEM INDIVIDUALLY, SUCH STOCKHOLDER'S IRREVOCABLE (UNTIL THE TERMINATION
    DATE, AT WHICH TIME THIS PROXY SHALL AUTOMATICALLY BE REVOKED) PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS
    INDICATED IN SECTION 2 HEREIN. EACH STOCKHOLDER INTENDS THIS PROXY TO BE
    IRREVOCABLE (UNTIL THE TERMINATION DATE, AT WHICH TIME THIS PROXY SHALL
   AUTOMATICALLY BE REVOKED) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH
    FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE NECESSARY TO
  EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY
GRANTED BY SUCH STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (SUCH STOCKHOLDER
  REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE). TO THE
EXTENT PERMITTED BY APPLICABLE LAW, ALL AUTHORITY HEREIN CONFERRED SHALL SURVIVE
THE DEATH OR INCAPACITY OF EACH STOCKHOLDER AND SHALL BE BINDING UPON THE HEIRS,
  ESTATE, ADMINISTRATORS, PERSONAL REPRESENTATIVES, SUCCESSORS, AND ASSIGNS OF
 EACH STOCKHOLDER. (b) The proxy granted in this Section 3 shall automatically
                       expire upon the Termination Date.
--------------------------------------------------------------------------------
                               [[Image Removed]]
4 4. No Inconsistent Agreements. Each Stockholder hereby represents, covenants,
and agrees that, except as contemplated by this Agreement, such Stockholder (a)
    has not entered into, and shall not enter into at any time prior to the
Termination Date, any tender or voting agreement or voting trust with respect to
  any Covered Shares, and (b) has not granted, and shall not grant at any time
prior to the Termination Date, a proxy or power of attorney with respect to any
Covered Shares. 5. Termination. This Agreement shall terminate upon the earliest
   of (a) the Effective Time, (b) the termination of the Merger Agreement in
    accordance with its terms, and (c) written notice of termination of this
  Agreement by Parent to each Stockholder(such earliest date being referred to
 herein as the "Termination Date"); provided, that the provisions set forth in
  Sections 13 through 27 shall survive the termination of this Agreement; and
 provided, further, that any liability incurred by any party hereto as a result
of an intentional breach of a term or condition of this Agreement prior to such
termination shall survive the termination of this Agreement. 6. Representations
 and Warranties of Stockholder. Each Stockholder hereby represents and warrants
 to Parent and Merger Sub, severally but not jointly as to such Stockholder, as
  follows: (a) Such Stockholder is the record and beneficial owner of, and has
 good and valid title to, the Covered Shares, free and clear of all Liens other
    than as created by this Agreement or by applicable securities Laws. Such
  Stockholder has sole voting power, sole power of disposition, sole power to
demand appraisal rights, and sole power to agree to all of the matters set forth
in this Agreement, in each case with respect to all of such Covered Shares, with
   no limitations, qualifications, or restrictions on such rights, subject to
 applicable securities Laws and the terms of this Agreement. (b) As of the date
  hereof, other than Company Stock Options and Company Restricted Stock Awards
 (together, the "Equity Awards") and the Owned Shares identified on Schedule I
 hereto, such Stockholder does not own beneficially or of record any (i) shares
  of capital stock or voting securities of the Company, (ii) securities of the
 Company convertible into or exchangeable for shares of capital stock or voting
securities of the Company, or (iii) options or other rights to acquire from the
Company any capital stock, voting securities, or securities convertible into or
  exchangeable for capital stock or voting securities of the Company. (c) The
 Covered Shares are not subject to any voting trust agreement or other Contract
 to which such Stockholder is a party restricting or otherwise relating to the
 voting or Transfer (as defined below) of the Covered Shares. Such Stockholder
  has not appointed or granted any proxy or power of attorney that is still in
   effect with respect to any Covered Shares, except as contemplated by this
Agreement. (d) Such Stockholder has full legal power and capacity to execute and
deliver this Agreement and to perform such Stockholder's obligations hereunder.
  (e) This Agreement has been duly and validly executed and delivered by such
Stockholder and, assuming due authorization, execution, and delivery by Parent,
                                 constitutes a
--------------------------------------------------------------------------------
                               [[Image Removed]]
5 legal, valid, and binding obligation of such Stockholder, enforceable against
  such Stockholder in accordance with its terms, except as enforcement may be
  limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting creditors' rights generally and by general principles of
 equity (regardless of whether considered in a proceeding in equity or at law).
     If such Stockholder is married, and any of the Covered Shares of such
  Stockholder constitute community property or otherwise need spousal or other
 approval for this Agreement to be legal, valid, and binding, the Agreement of
   Spouse in the form attached hereto as Exhibit A has been duly and validly
     executed and delivered by such Stockholder's spouse and, assuming due
 authorization, execution, and delivery by Parent, constitutes a legal, valid,
 and binding obligation of such Stockholder's spouse, enforceable against such
Stockholder's spouse in accordance with its terms, except as enforcement may be
  limited by applicable bankruptcy, insolvency, reorganization, moratorium, or
similar laws affecting creditors' rights generally and by general principles of
 equity (regardless of whether considered in a proceeding in equity or at law).
 (f) Neither the execution, delivery, or performance of this Agreement by such
    Stockholder nor the consummation by such Stockholder of the transactions
     contemplated hereby nor compliance by such Stockholder with any of the
provisions hereof shall (i) result in any breach or violation of, or constitute
a default (or an event which, with notice or lapse of time or both, would become
   a default) under, or give to others any rights of termination, amendment,
 acceleration, or cancellation of, or result in the creation of a Lien on such
 property or asset of such Stockholder pursuant to, any Contract to which such
Stockholder is a party or by which such Stockholder or any property or asset of
such Stockholder is bound or affected, or (ii) subject to applicable securities
Laws, violate any order, writ, injunction, decree, statute, rule, or regulation
   applicable to such Stockholder or any of such Stockholder's properties or
  assets. (g) There is no action, suit, complaint, or other proceeding pending
  against such Stockholder or, to the knowledge of such Stockholder, any other
    Person or, to the knowledge of such Stockholder, threatened against such
Stockholder or any other Person that restricts or prohibits (or, if successful,
  would restrict or prohibit) the exercise by Parent of its rights under this
 Agreement or the performance by any party (including such Stockholder) of its
obligations under this Agreement. (h) Such Stockholder has been represented by,
    or had the opportunity to be represented by, independent counsel of such
Stockholder's own choosing and has had the full right and opportunity to consult
  with such Stockholder's counsel, such that, to the extent, if any, that such
   Stockholder desired, such Stockholder (i) availed itself of such right and
 opportunity, (ii) has carefully read and fully understands this Agreement and
the Merger Agreement in their entirety and has had each of them fully explained
  to such Stockholder by such Stockholder's counsel, that such Stockholder is
 fully aware of the contents thereof and its meaning, intent, and legal effect,
and (iii) is competent to execute this Agreement and has executed this Agreement
free from coercion, duress, or undue influence. (i) Such Stockholder understands
    and acknowledges that Parent and Merger Sub are entering into the Merger
  Agreement in reliance upon such Stockholder's execution and delivery of this
    Agreement and the accuracy of the representations and warranties of such
                         Stockholder contained herein.
--------------------------------------------------------------------------------
                               [[Image Removed]]
 6 (j) No broker, finder, financial advisor, investment banker, or other Person
 is entitled to any brokerage, finder's, financial advisor's, or other similar
fee or commission in connection with the transactions contemplated hereby based
upon arrangements made by or on behalf of such Stockholder. 7. Certain Covenants
of Stockholder. (a) Subject to Section 8, each Stockholder, for such Stockholder
and such Stockholders' Affiliates (other than the Company), hereby covenants and
agrees to be bound by Section 6.2 of the Merger Agreement to the same extent as
   the Company as if such Stockholder were a party thereto and subject to the
covenants contained therein. Each Stockholder acknowledges that such Stockholder
  has received and reviewed copies of the Merger Agreement and each agreement
ancillary thereto. (b) Prior to the Termination Date, and except as contemplated
hereby, each Stockholder shall not (i) tender into any tender or exchange offer
  other than the Offer, (ii) sell, transfer, pledge, hypothecate, distribute,
 grant, gift, encumber, assign, or otherwise dispose of (including by merger or
 operation of law and whether constructively or otherwise, record or beneficial
   ownership or both) (collectively "Transfer"), or enter into any contract,
  option, agreement, or other arrangement or understanding with respect to the
 Transfer of any of the Covered Shares or beneficial ownership or voting power
 thereof or therein (including by operation of law), (iii) enter into any short
 sale with respect to the Covered Shares or substantially identical property or
  enter into or acquire an offsetting derivative contract with respect to the
  Covered Shares or substantially identical property, (iv) transfer any of the
 economic interest in the Covered Shares or enter into any transaction that has
 such effect, (v) grant any proxies or powers of attorney, deposit any Covered
Shares into a voting trust, or enter into a voting agreement with respect to any
     Covered Shares, or (vi) knowingly take any action that would make any
   representation or warranty of such Stockholder contained herein untrue or
 incorrect or have the effect of preventing or disabling such Stockholder from
performing his obligations under this Agreement in a timely manner. Any Transfer
in violation of this provision shall be void. At all times until the Termination
 Date, in furtherance of this Agreement, such Stockholder (A) shall, and hereby
does, authorize and instruct the Company or its counsel to notify the Company's
transfer agent that, from the date hereof until the Expiration Date, there is a
     stop transfer order with respect to all of the Covered Shares of such
  Stockholder (and that this Agreement places certain limits on the voting and
transfer of such Shares until the Termination Date), and (B) if so requested by
 Parent, agrees that the certificates representing Covered Shares shall bear a
 legend stating that they are subject to this Agreement and to the irrevocable
 proxy granted in Section 3(a); provided, however, that if this Agreement shall
 terminate, the foregoing authorization and instruction shall be null and void
 and shall have no further force or effect. This Section 7 shall not prohibit a
Transfer of the Covered Shares by Stockholder to an Affiliate of Stockholder or
 to any member of Stockholder's immediate family, or to a trust for the benefit
of the Stockholder or any member of the Stockholder's immediate family, or upon
the death of Stockholder (if the Stockholder is an individual); provided, that a
 Transfer referred to in this sentence shall be permitted only if, prior to the
consummation of and as a precondition to such Transfer, the transferee agrees in
a writing, reasonably satisfactory in form and substance to Parent, to be bound
                     by all of the terms of this Agreement.
--------------------------------------------------------------------------------
                               [[Image Removed]]
7 (c) Prior to the Termination Date, in the event that any Stockholder acquires
record or beneficial ownership of, or the power to vote or direct the voting of,
  any additional Shares or other voting interests with respect to the Company,
such Shares or voting interests shall, without further action of the parties, be
 deemed Covered Shares and subject to the provisions of this Agreement, and the
number of Covered Shares held by such Stockholder set forth on Schedule I hereto
 will be deemed amended to include such additional Shares accordingly and such
Shares or voting interests shall automatically become Covered Shares subject to
 the terms of this Agreement. Each Stockholder shall promptly notify Parent and
the Company of any such acquisition of ownership other than through the vesting
   of any Equity Awards. (d) Prior to the Termination Date, each Stockholder
    irrevocably and unconditionally agrees that it will not bring, commence,
 institute, maintain, prosecute, join or voluntarily aid in, and agrees to take
 reasonable actions necessary to opt out of any class in any class action with
respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the
     Company or any of their respective directors, officers or any of their
respective Affiliates or successors, in each case, (i) challenging the validity
 of, or seeking to enjoin the operation of, any provision of this Agreement or
   the Merger Agreement, including seeking to enjoin or delay the Offer, the
     Merger, or the Closing, (ii) alleging breach of any duty (fiduciary or
 otherwise) of any Person in connection with the negotiation and entry into the
Merger Agreement or this Agreement or (iii) making any claim with respect to SEC
  disclosure (or other disclosure to the Company's stockholders) in connection
with the Merger Agreement or the transactions contemplated by this Agreement. 8.
 Stockholder Capacity. This Agreement is being entered into by each Stockholder
 solely in such Stockholder's capacity as a stockholder of the Company (and not
in such Person's capacity as an officer or director of the Company or any of its
 Subsidiaries), and nothing in this Agreement shall: (1) prohibit, restrict, or
   limit the ability of any Stockholder, who is a director or officer of the
  Company or any of its Subsidiaries, to take or omit any action in his or her
capacity as a director or officer of the Company or any of its Subsidiaries, to
the extent specifically permitted by (or otherwise not prohibited by) the Merger
  Agreement, and no such actions or omissions shall be deemed a breach of this
Agreement; or (2) shall be construed to prohibit, restrict, or limit Stockholder
from exercising such Stockholder's fiduciary duties as an officer or director to
the Company or its stockholders. 9. Waiver of Appraisal Rights. Each Stockholder
hereby irrevocably and unconditionally waives any rights of appraisal or rights
 to dissent from the Merger and/or the transactions contemplated by the Merger
 Agreement that Stockholder may have under Section 262 of the DGCL or otherwise
 under any applicable Law. 10. Disclosure. Each Stockholder hereby (a) consents
  and authorizes the publication and disclosure by Parent, Merger Sub, and the
   Company (including in the Offer Documents, the Schedule 14D-9 or any other
 publicly filed document relating to the Offer, the Merger, or the transactions
 contemplated by the Merger Agreement) of (i) such Stockholder's identity, (ii)
 such Stockholder's beneficial ownership of Shares or Equity Awards (including
     the number of such Shares or Equity Awards beneficially owned by such
     Stockholder), and (iii) the nature of such Stockholder's commitments,
         arrangements, and understandings under this Agreement, and any
--------------------------------------------------------------------------------
                               [[Image Removed]]
     8 other information that Parent, Merger Sub, or the Company reasonably
determines to be required in any publicly filed document in connection with the
Offer, the Merger, or otherwise with the transactions contemplated by the Merger
 Agreement, and (b) agrees as promptly as practicable to notify Parent, Merger
  Sub, and the Company of any required corrections with respect to any written
   information supplied by such Stockholder specifically for use in any such
disclosure document. During the term of this Agreement, each Stockholder agrees
that it will consult with Parent before issuing any press releases or otherwise
   making any public statements with respect to the transactions contemplated
 herein, except as may be required in connection with the Offer in any Form 4,
  Schedule 13D, Schedule 13G or other disclosure required by the SEC or other
Governmental Entity to be made by such Stockholder in connection with the Offer.
11. Further Assurances. From time to time, at the request of Parent and without
 further consideration, each Stockholder shall take such further action as may
 reasonably be deemed by Parent to be necessary or desirable to consummate and
make effective the transactions contemplated by this Agreement. 12. Non-Survival
 of Representations and Warranties. The representations and warranties of each
Stockholder contained herein shall not survive the Effective Time. 13. Amendment
 or Supplement. This Agreement may not be amended, modified or supplemented in
 any manner, whether by course of conduct or otherwise, except by an instrument
 in writing specifically designated as an amendment hereto, signed on behalf of
 each of the parties in interest at the time of the amendment. 14. Notices. All
  notices and other communications hereunder shall be in writing and shall be
deemed duly given (a) on the date of delivery if delivered personally, or if by
e-mail, upon written confirmation of receipt by e-mail or otherwise, (b) on the
first (1st) Business Day following the date of dispatch if delivered utilizing a
  next-day service by a recognized next-day courier, or (c) on the earlier of
confirmed receipt or the fifth (5th) Business Day following the date of mailing
if delivered by registered or certified mail, return receipt requested, postage
 prepaid. All notices hereunder shall be delivered (i) if to a Stockholder, to
  such Stockholder's address set forth on Schedule I hereto, or to such other
address as such Stockholder shall have furnished to the Company in writing, and
 (ii) if to Parent or Merger Sub, to c/o Aurora Capital Partners Management VI
  L.P., 11611 San Vicente Boulevard, Suite 800, Los Angeles, California 90049
(with a copy (which shall not constitute notice) to Gibson, Dunn & Crutcher LLP,
 2029 Century Park East, Suite 4000, Los Angeles, California 90067, Attention:
         Ari B. Lanin; Daniela Stolman, E-mail: ALanin@gibsondunn.com;
   DStolman@gibsondunn.com), or pursuant to such other instructions as may be
 designated in writing by the party to receive such notice. 15. Interpretation.
  When a reference is made in this Agreement to a Section, Exhibit or Schedule
  such reference shall be to a Section, Exhibit, or Schedule of this Agreement
 unless otherwise indicated. The headings contained in this Agreement or in any
Exhibit or Schedule are for convenience of reference purposes only and shall not
  affect in any way the meaning or interpretation of this Agreement. All words
 used in this Agreement will be construed to be of such gender or number as the
circumstances require. Any capitalized terms used in any Exhibit or Schedule but
    not otherwise defined therein shall have the meaning as defined in this
 Agreement. All Exhibits and Schedules annexed hereto or referred to herein are
                                     hereby
--------------------------------------------------------------------------------
                               [[Image Removed]]
9 incorporated in and made a part of this Agreement as if set forth herein. The
 word "including" and words of similar import when used in this Agreement will
  mean "including, without limitation," unless otherwise specified. The words
  "hereof," "herein," and "hereunder" and words of similar import when used in
this Agreement shall refer to the Agreement as a whole and not to any particular
  provision in this Agreement. The term "or" is not exclusive. The word "will"
  shall be construed to have the same meaning and effect as the word "shall."
  References to days mean calendar days unless otherwise specified. 16. Entire
Agreement. This Agreement (including the Schedule and Exhibit hereto), together
 with the Merger Agreement, constitute the entire agreement, and supersede all
 prior written agreements, arrangements, communications and understandings and
all prior and contemporaneous oral agreements, arrangements, communications, and
 understandings among the parties with respect to the subject matter hereof and
thereof. 17. No Third Party Beneficiaries. Nothing in this Agreement, express or
 implied, is intended to or shall confer upon any Person other than the parties
   hereto and their respective successors and permitted assigns any legal or
  equitable right, benefit, or remedy of any nature under or by reason of this
 Agreement. 18. Governing Law. This Agreement and all disputes or controversies
 arising out of or relating to this Agreement or the transactions contemplated
hereby shall be governed by, and construed in accordance with, the internal laws
 of the State of Delaware, without regard to the laws of any other jurisdiction
 that might be applied because of the conflicts of laws principles of the State
  of Delaware. 19. Submission to Jurisdiction. Each of the parties irrevocably
 agrees that any legal action or proceeding arising out of or relating to this
Agreement brought by any party or its Affiliates against any other party or its
Affiliates shall be brought and determined in the Court of Chancery of the State
 of Delaware, provided, that if jurisdiction is not then available in the Court
 of Chancery of the State of Delaware, then any such legal action or proceeding
 may be brought in any federal court located in the State of Delaware. Each of
  the parties hereby irrevocably submits to the jurisdiction of the aforesaid
       courts for itself and with respect to its property, generally and
unconditionally, with regard to any such action or proceeding arising out of or
relating to this Agreement and the transactions contemplated hereby. Each of the
parties agrees not to commence any action, suit, or proceeding relating thereto
  except in the courts described above in Delaware, other than actions in any
    court of competent jurisdiction to enforce any judgment, decree or award
rendered by any such court in Delaware as described herein. Each of the parties
   further agrees that notice as provided herein shall constitute sufficient
service of process and the parties further waive any argument that such service
  is insufficient. Each of the parties hereby irrevocably and unconditionally
      waives, and agrees not to assert, by way of motion or as a defense,
   counterclaim, or otherwise, in any action or proceeding arising out of or
  relating to this Agreement or the transactions contemplated hereby, (a) any
  claim that it is not personally subject to the jurisdiction of the courts in
  Delaware as described herein for any reason, (b) that it or its property is
 exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment, or
otherwise) and (c) that (i) the suit, action, or proceeding in any such court is
                           brought in an inconvenient
--------------------------------------------------------------------------------
                               [[Image Removed]]
  10 forum, (ii) the venue of such suit, action, or proceeding is improper, or
(iii) this Agreement, or the subject matter hereof, may not be enforced in or by
 such courts. 20. Assignment; Successors. Neither this Agreement nor any of the
    rights, interests or obligations under this Agreement may be assigned or
 delegated, in whole or in part, by operation of law or otherwise, by any party
without the prior written consent of the other parties (which consent shall not
  be unreasonably withheld, conditioned, or delayed), and any such assignment
   without such prior written consent shall be null and void. Subject to the
 preceding sentence, this Agreement will be binding upon, inure to the benefit
   of, and be enforceable by, the parties and their respective successors and
  assigns. 21. Specific Performance. The parties agree that irreparable damage
 would occur in the event that the parties hereto do not perform the provisions
    of this Agreement in accordance with its terms or otherwise breach such
provisions. Accordingly, prior to any termination of this Agreement, the parties
   acknowledge and agree that each party shall be entitled to an injunction,
  specific performance, and other equitable relief to prevent breaches of this
  Agreement and to enforce specifically the terms and provisions hereof in the
 Court of Chancery of the State of Delaware, provided, that if jurisdiction is
 not then available in the Court of Chancery of the State of Delaware, then in
 any federal court located in the State of Delaware, this being in addition to
 any other remedy to which such party is entitled at law or in equity. Each of
  the parties hereby further waives (i) any defense in any action for specific
  performance that a remedy at law would be adequate and (ii) any requirement
under any law to post security as a prerequisite to obtaining equitable relief.
22. Severability. Whenever possible, each provision or portion of any provision
  of this Agreement shall be interpreted in such manner as to be effective and
valid under applicable Law, but if any provision or portion of any provision of
 this Agreement is held to be invalid, illegal, or unenforceable in any respect
     under any applicable Law or rule in any jurisdiction, such invalidity,
illegality, or unenforceability shall not affect any other provision or portion
  of any provision in such jurisdiction, and this Agreement shall be reformed,
  construed, and enforced in such jurisdiction as if such invalid, illegal, or
  unenforceable provision or portion of any provision had never been contained
 herein. 23. Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY
  IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
 COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. 24. Expenses. All fees and expenses incurred by the parties
hereto in connection herewith and the transactions contemplated hereby shall be
 paid by the party incurring such fees or expenses, whether or not the Offer or
 the Merger is consummated. 25. Counterparts. This Agreement may be executed in
  two or more counterparts, all of which shall be considered one and the same
 instrument and shall become effective when one or more counterparts have been
        signed by each of the parties and delivered to the other party.
--------------------------------------------------------------------------------
                               [[Image Removed]]
11 26. Facsimile or .pdf Signature. This Agreement may be executed by facsimile
or .pdf signature and a facsimile or .pdf signature shall constitute an original
for all purposes. 27. No Presumption Against Drafting Party. Each of the parties
 hereto acknowledges that each party to this Agreement has been given adequate
 opportunity to be represented by counsel in connection with this Agreement and
the transactions contemplated by this Agreement. Accordingly, any rule of law or
any legal decision that would require interpretation of any claimed ambiguities
in this Agreement against the drafting party has no application and is expressly
       waived. [The remainder of this page is intentionally left blank.]
--------------------------------------------------------------------------------
                               [[Image Removed]]
   Signature page to Tender and Support Agreement IN WITNESS WHEREOF, Parent,
  Merger Sub, and each Stockholder have caused to be executed or executed this
  Agreement as of the date first written above. PARENT: RAVEN BUYER, INC. By:
    /s/Angela Klappa Name: Angela Klappa Title: Chief Executive Officer and
President MERGER SUB: RAVEN HOUSTON MERGER SUB, INC. By: /s/Angela Klappa Name:
           Angela Klappa Title: Chief Executive Officer and President
--------------------------------------------------------------------------------
                               [[Image Removed]]
   Signature page to Tender and Support Agreement STOCKHOLDERS: /s/W. Patrick
Mulloy W. Patrick Mulloy /s/Eric T. Bauer Eric T. Bauer /s/Sharon R. Gabrielson
 Sharon R. Gabrielson /s/Gary R. Enzor Gary R. Enzor /s/Parris H. Holmes Parris
                    H. Holmes /s/Susan N. Vogt Susan N. Vogt
--------------------------------------------------------------------------------
                               [[Image Removed]]
 SCHEDULE I Schedule I 1 Name of Stockholder Address Owned Shares Company Stock
Option Unvested Company Restricted Stock Award Covered Shares W. Patrick Mulloy
2015 Camargo Road Louisville, KY 40207 15,747 20,000 23,233 58,980 Eric T. Bauer
   12003 Tall Oaks St. Houston, TX 77024 - 200,000 16,871* 216,871 Sharon R.
Gabrielson 2323 Wilshire Lane NE Rochester, MN 55906 69,747 - 4,849 74,596 Gary
 R. Enzor 1202 Chickering Road Nashville, TN 37215 10,353 - 3,451 13,804 Parris
 H. Holmes 330 Metate Place Palm Desert, CA 92260 639,996 - 3,233 643,229 Susan
N. Vogt 515 Auvergne Place River Forest, IL 60305 39,832 - 3,233 43,065 *Assumes
                     100% of 2022 award at $8.75 per share.
--------------------------------------------------------------------------------
                               [[Image Removed]]
      Exhibit A Exhibit A AGREEMENT OF SPOUSE I, ______________, spouse of
 ______________, acknowledge that I have read the Tender and Support Agreement,
  dated July 12, 2022 (the "Support Agreement"), by and among my spouse, Raven
 Buyer, Inc., a Delaware corporation ("Parent"), and Raven Houston Merger Sub,
 Inc., a Delaware corporation and wholly-owned subsidiary of Parent, I am aware
that by the provisions of the Support Agreement, my spouse has agreed to take or
  refrain from taking, as the case may be, certain actions with respect to my
   spouse's Covered Shares (as defined in the Support Agreement), which such
 Covered Shares I may have a community property or other interest in. I hereby
  consent to and approve in all respects the Support Agreement and all of the
 transactions and agreements contemplated thereby, including without limitation
the grant of the irrevocable proxy provided for therein to Parent, its executive
 officers and any other designee of Parent, and hereby agree to be bound by the
  terms and conditions of the Stockholder Agreement as if a Stockholder party
                thereto. ________________________________ Name:
--------------------------------------------------------------------------------
                                                                    EXHIBIT 99.1

Sharps Compliance To Be Acquired By an Affiliate of Aurora Capital Partners

Transaction Provides a Significant Premium to Shareholders and A Strong Partner
                            to Support Future Growth

HOUSTON, Texas, July 12, 2022 - Sharps Compliance Corp. (NASDAQ: SMED) ("Sharps" or the "Company"), a leading full-service national provider of comprehensive waste management solutions including medical, pharmaceutical and hazardous waste, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Aurora Capital Partners ("Aurora"), a leading middle-market private equity firm.

Under the terms of the merger agreement, Aurora will commence an all-cash tender offer to acquire all of the issued and outstanding shares of Sharps for $8.75 per share, which represents a premium of approximately 207% over Sharps' closing share price on July 11, 2022. The transaction has been unanimously approved by the Board of Directors of Sharps.

Following the successful completion of the tender offer, Aurora will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price.

Pat Mulloy, President and Chief Executive Officer of Sharps, stated, "Sharps is a leading provider of comprehensive solutions for the small to medium generators of medical, hazardous and pharmaceutical waste. To date, the Company has developed a tremendous customer base by offering route-based and mailback medical waste disposal services and we believe there is significant runway for increasing the market penetration for our MedSafe solution for the safe and compliant disposal of unused medications including controlled substances. In addition to delivering immediate value to our shareholders, this transaction provides Sharps with a long-term partner that is focused on building upon our strong platform."

In connection with the entry into the merger agreement, certain directors and executive officers of Sharps have entered into tender and support agreements with Aurora pursuant to which they have, among other things, agreed to tender in the offer all of their shares.

The transaction is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction is not subject to any financing contingency and is expected to close in the third calendar quarter of 2022. Upon the completion of the transaction, Sharps will become a privately held company and shares of Sharps common stock will no longer be listed on any public market.

Raymond James & Associates, Inc. acted as financial advisor and Norton Rose Fulbright US LLP acted as legal advisor to Sharps.

About Sharps Compliance Corp. Headquartered in Houston, Texas, Sharps Compliance (NASDAQ: SMED) is a leading business-to-business services provider to the healthcare, long-term care and retail pharmacy markets. Sharps Compliance offers comprehensive solutions for the management of regulated

--------------------------------------------------------------------------------

medical waste, hazardous waste and unused medications. For more information, visit: www.sharpsinc.com.

About Aurora Capital Partners Aurora Capital Partners is a leading private equity firm focused principally on control investments in middle-market companies with leading market positions, stable industry dynamics, attractive business model characteristics and actionable opportunities for growth in partnership with management. Aurora provides unique resources to its portfolio companies through its Strategy & Operations Program and its team of experienced operating advisors. Aurora's investors include leading public and corporate pension funds, endowments and foundations active in private equity investing. For more information about Aurora Capital Partners, visit: www.auroracap.com.

Forward-Looking Statements

The information in this press release contains certain forward-looking statements relating to the Sharps and the proposed tender offer (the "offer") for all the outstanding shares of common stock, par value $0.01 per share, of Sharps by Aurora and other statements about Aurora and Sharps that are based on current beliefs, expectations and assumptions made by, and information currently available to, Sharps's management on the date of this news release. When used in this document, the words "may," "could," "position," "plan," "potential," "designed," "continue," "anticipate," "believe," "expect," "estimate," "project," and "intend" and words or phrases of similar import, as they relate to the offer or Sharps or its subsidiaries or Sharps management, are intended to identify forward-looking statements. Such statements reflect known and unknown risks, uncertainties, and assumptions related to certain factors including, without limitation, changes in facts and circumstances and other risks, uncertainties and assumptions concerning the offer and the subsequent merger, including whether the offer and the subsequent merger will close, the timing of the closing of the offer and subsequent merger, strategic and other potential benefits of the transactions, the ability of the parties to satisfy the various conditions to the consummation of the offer or the subsequent merger, including the outcome of the regulatory reviews of the proposed transaction, and obtaining HSR approval, the percentage of outstanding shares that will be tendered in the offer, the ability of the parties to complete the proposed transactions, the ability of the parties to meet other closing conditions, the potential effects of the proposed transactions, the outcome of legal proceedings (if any) that may be instituted against Sharps, Aurora (or any of its affiliates) and/or others related to the proposed transactions, unexpected costs or unexpected liabilities that may result from the proposed transactions, whether or not consummated, the possibility that competing offers will be made, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including in circumstances which would require Sharps to pay a termination fee or other expenses, effects of disruption from the announcement or pendency of the transactions making it more difficult to maintain relationships with employees, customers, suppliers, and other business partners, and risks related to diverting management's attention from Sharps's ongoing business operations, and other general risks facing the Company's business and operations, including with respect to regulatory submissions, competitive factors, general

--------------------------------------------------------------------------------

economic conditions, customer relations, relationships with vendors, governmental regulation and supervision, seasonality, distribution networks, product introductions and acceptance, technological change, changes in industry practices, onetime events and other factors described herein including the impact of the coronavirus COVID-19 ("COVID-19") pandemic on our operations and financial results, and those risk factors and other cautionary statements in the Company's Annual Report on Form 10-K Quarterly Reports on Form 10-Q, our Annual Report on Form 10-K, and our other filings with the Securities and Exchange Commission. Sharps may update risk factors from time to time in Quarterly Reports on Form 10-Q, in Current Reports on Form 8-K, or in other filings with the SEC, available on the SEC's website at www.sec.gov. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, real results may vary materially from those described herein as anticipated, believed, estimated, expected, or intended. Consequently, no forward-looking statements can be guaranteed. real results may vary materially. You are cautioned not to place undue reliance on any forward-looking statements. You should also understand that it is not possible to predict or identify all such factors and as such should not consider the preceding list or the risk factors to be a complete list of all potential risks and uncertainties. All such forward-looking statements speak only as of the date they are made. None of the Company, Aurora or any of their affiliates undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments, subsequent events, circumstances or otherwise, except as may be required by any applicable securities laws.

Important additional information will be filed with the U.S. Securities and Exchange Commission

This press release is for informational purposes only and is neither a recommendation, an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that Aurora ("Offeror") will file with the U.S. Securities Exchange Commission (the "SEC") upon commencement of the tender offer. At the time the tender offer is commenced, the Offeror will file with the SEC a tender offer statement on Schedule TO, including an offer to purchase, a related letter of transmittal, and certain related tender offer documents, and Sharps thereafter will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. The offer to purchase shares of Sharp common stock will only be made pursuant to the offer to purchase, the related letter of transmittal and related tender offer documents filed as part of the Schedule TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF SHARPS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMMON STOCK OF SHARPS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The tender offer statement on Schedule TO, including the Offer to Purchase, the related Letter of Transmittal, and certain other tender offer

--------------------------------------------------------------------------------

documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of common stock of Sharps at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available), and other documents filed with the SEC, including annual, quarterly and special reports and other information filed by Sharps with the SEC, will be made available for free at the SEC's website at www.sec.gov, or by contacting Sharps at 9220 Kirby Drive, Suite 500, Houston, Texas 77054; 713-432-0300, or by directing a request to the Information Agent for the tender offer, which will be named in the tender offer materials.

For more information contact:

Pat Mulloy John Nesbett/Jennifer Belodeau Sharps Compliance Corp. IMS Investor Relations Chief Executive Officer and President Phone: (203) 972-9200 Phone: (713) 660-3514 Email: jnesbett@institutionalms.com Email: pmulloy@sharpsinc.com

For Aurora Capital Partners

ASC Advisors Steve Bruce / Taylor Ingraham Phone: (203) 992-1230 Email: sbruce@ascadvisors.com / tingraham@ascadvisors.com

Jul 11, 2022

COMTEX_410100947/2254/2022-07-13T15:02:05

Is there a problem with this press release? Contact the source provider Comtex at editorial@comtex.com. You can also contact MarketWatch Customer Service via our Customer Center.

(c) 1995-2022 Cybernet Data Systems, Inc. All Rights Reserved

The MarketWatch News Department was not involved in the creation of this content.

Wed, 13 Jul 2022 07:02:00 -0500 en-US text/html https://www.marketwatch.com/press-release/8-k-sharps-compliance-corp-2022-07-13
Killexams : 8-K: Boxlight Corp

The MarketWatch News Department was not involved in the creation of this content.

(EDGAR Online via COMTEX) -- 0001624512 false 0001624512 2022-07-22 2022-07-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

                              BOXLIGHT CORPORATION
             (Exact name of registrant as specified in its charter)
                       Commission File Number: 001-37564

Nevada 8211 46-4116523 (State of (Primary Standard Industrial (IRS Employer Incorporation) Classification Code Number.) Identification No.)

                              BOXLIGHT CORPORATION
                        2750 Premier Parkway, Suite 900
                             Duluth, Georgia 30097
              (Address Of Principal Executive Offices) (Zip Code)
                                  678-367-0809
              (Registrant's Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR
  230.425)
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
  240.14a-12)
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
  Act (17 CFR 240.14d-2(b))
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
  Act (17 CFR 240.13e-4(c))

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

     Title of each class         Trading Symbol(s)   Name of each exchange on which
                                                               registered
Common Stock $0.0001 per share         BOXL           The Nasdaq Stock Market LLC

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

Emerging growth company x

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

Item 1.01 Entry Into Material Definitive Agreements.

On July 22, 2022, Boxlight Corporation, a Nevada corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with an accredited institutional investor (the "Investor") pursuant to which the Company agreed to issue and sell, in a registered direct offering directly to the Investor, 7,000,000 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), pre-funded warrants (the "Pre-Funded Warrants") to purchase 352,940 shares of Common Stock at an exercise price of $0.0001 per share, which Pre-Funded Warrants are to be issued in lieu of shares of Common Stock to ensure that the Investor does not exceed certain beneficial ownership limitations, and warrants to purchase an aggregate of 7,352,940 shares of Common Stock at an exercise price of $0.68 per share (the "Warrants", and collectively with the Pre-Funded Warrants and the Shares, the "Securities"). The Securities were sold at a price of $0.68 per share for total gross proceeds to the Company of $4,999,963.91 (the "Offering"), before deducting estimated offering expenses, and excluding the exercise of any Warrants or Pre-Funded Warrants. The Pre-Funded Warrants are exercisable immediately and the Warrants will be exercisable six months after the date of issuance and will expire five and a half years from the date of issuance. As such, the net proceeds to the Company from the Offering are expected to be approximately $4,534,966 , after deducting placement agent's fees and estimated expenses payable by the Company, and excluding the exercise of any Warrants or Pre-Funded Warrants. The net proceeds received by the Company will be used for working capital purposes.

The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) during the 60-day period following the closing of the Offering.

The Offering closed on July 26, 2022.

On July 22, 2022, the Company entered into a placement agent agreement (the "Placement Agent Agreement") with Maxim Group LLC ("Maxim" or the "Placement Agent") pursuant to which the Company engaged Maxim as the exclusive lead placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Securities. The Company agreed to pay the Placement Agent a placement agent fee in cash equal to 6.0% of the gross proceeds from the sale of the Securities. In addition, the Company agreed to reimburse Maxim for all reasonable and documented travel and other out-of-pocket expenses, including the reasonable fees of legal counsel not to exceed $50,000. The Placement Agent Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The Securities were offered by the Company pursuant to the Company's effective shelf registration statement on Form S-3 (SEC File No. 333-239939), which was declared effective on July 28, 2020 (the "Registration Statement") and the prospectus supplement, filed July 26, 2022. The legal opinion and consent of Michelman & Robinson LLP addressing the validity of the Securities sold in the Offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The foregoing description of the terms of the Purchase Agreement, the Pre-Funded Warrants, the Warrants, and the Placement Agency Agreement do not purport to be compete and are qualified in their entirety by reference to such documents, which are filed herewith as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 1.01 by reference.

This Current Report contains forward-looking statements that involve risks and uncertainties, such as statements related to the amount of net proceeds expected from the Offering. The risks and uncertainties involved include various risks detailed in the Prospectus and the Company's SEC filings.

Item 8.01 Other Events.

On July 22, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.   Description
  4.1            Form of Pre-Funded Warrant
  4.2            Form of Warrant
  5.1            Legal Opinion of Michelman & Robinson LLP
  10.1           Form of Securities Purchase Agreement
  10.2           Placement Agency Agreement, dated July 22, 2022, between Boxlight
               Corporation and Maxim Group LLC
  99.1           Press Release dated July 22, 2020
104            Cover Page Interactive Data File (formatted as Inline XBRL and
               contained in Exhibit 101)
                                   SIGNATURES

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

Dated: July 26, 2022

BOXLIGHT CORPORATION

By:    /s/ Gregory Wiggins
Name:  Gregory Wiggins
Title: Chief Financial Officer
                                                                     Exhibit 4.1
                FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT
                              BOXLIGHT CORPORATION

Warrant Shares: _______ Initial Exercise Date: July [___], 2022

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the "Termination Date") but not thereafter, to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated July [___], 2022, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

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

                                       1

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

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

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

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

                                       2

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

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

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

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

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

                                       3

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the "Warrant Share Delivery Date"). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

                                       4

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

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

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

                                       5

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

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

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

                                       6
 e) Holder's Exercise Limitations. The Company shall not effect any exercise of
    this Warrant, and a Holder shall not have the right to exercise any portion of
    this Warrant, pursuant to Section 2 or otherwise, to the extent that after
    giving effect to such issuance after exercise as set forth on the applicable
    Notice of Exercise, the Holder (together with the Holder's Affiliates, and any
    other Persons acting as a group together with the Holder or any of the
    Holder's Affiliates (such Persons, "Attribution Parties")), would beneficially
    own in excess of the Beneficial Ownership Limitation (as defined below).  For
    purposes of the foregoing sentence, the number of shares of Common Stock
    beneficially owned by the Holder and its Affiliates and Attribution Parties
    shall include the number of shares of Common Stock issuable upon exercise of
    this Warrant with respect to which such determination is being made, but shall
    exclude the number of shares of Common Stock which would be issuable upon (i)
    exercise of the remaining, nonexercised portion of this Warrant beneficially
    owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
    exercise or conversion of the unexercised or nonconverted portion of any other
    securities of the Company (including, without limitation, any other Common
    Stock Equivalents) subject to a limitation on conversion or exercise analogous
    to the limitation contained herein beneficially owned by the Holder or any of
    its Affiliates or Attribution Parties.  Except as set forth in the preceding
    sentence, for purposes of this Section 2(e), beneficial ownership shall be
    calculated in accordance with Section 13(d) of the Exchange Act and the rules
    and regulations promulgated thereunder, it being acknowledged by the Holder
    that the Company is not representing to the Holder that such calculation is in
    compliance with Section 13(d) of the Exchange Act and the Holder is solely
    responsible for any schedules required to be filed in accordance therewith. To
    the extent that the limitation contained in this Section 2(e) applies, the
    determination of whether this Warrant is exercisable (in relation to other
    securities owned by the Holder together with any Affiliates and Attribution
    Parties) and of which portion of this Warrant is exercisable shall be in the
    sole discretion of the Holder, and the submission of a Notice of Exercise
    shall be deemed to be the Holder's determination of whether this Warrant is
    exercisable (in relation to other securities owned by the Holder together with
    any Affiliates and Attribution Parties) and of which portion of this Warrant
    is exercisable, in each case subject to the Beneficial Ownership Limitation,
    and the Company shall have no obligation to verify or confirm the accuracy of
    such determination. In addition, a determination as to any group status as
    contemplated above shall be determined in accordance with Section 13(d) of the
    Exchange Act and the rules and regulations promulgated thereunder. For
    purposes of this Section 2(e), in determining the number of outstanding shares
    of Common Stock, a Holder may rely on the number of outstanding shares of
    Common Stock as reflected in (A) the Company's most  exact periodic or annual
    report filed with the Commission, as the case may be, (B) a more  exact public
    announcement by the Company or (C) a more  exact written notice by the Company
    or the Transfer Agent setting forth the number of shares of Common Stock
    outstanding.  Upon the written or oral request of a Holder, the Company shall
    within one Trading Day confirm orally and in writing to the Holder the number
    of shares of Common Stock then outstanding.  In any case, the number of
    outstanding shares of Common Stock shall be determined after giving effect to
    the conversion or exercise of securities of the Company, including this
    Warrant, by the Holder or its Affiliates or Attribution Parties since the date
    as of which such number of outstanding shares of Common Stock was reported.
    The "Beneficial Ownership Limitation" shall be 9.99 of the number of shares of
    the Common Stock outstanding immediately after giving effect to the issuance
    of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
    upon notice to the Company, may increase or decrease the Beneficial Ownership
    Limitation provisions of this Section 2(e), provided that the Beneficial
    Ownership Limitation in no event exceeds 9.99% of the number of shares of the
    Common Stock outstanding immediately after giving effect to the issuance of
    shares of Common Stock upon exercise of this Warrant held by the Holder and
    the provisions of this Section 2(e) shall continue to apply. Any increase in
    the Beneficial Ownership Limitation will not be effective until the 61st day
    after such notice is delivered to the Company. The provisions of this
    paragraph shall be construed and implemented in a manner otherwise than in
    strict conformity with the terms of this Section 2(e) to correct this
    paragraph (or any portion hereof) which may be defective or inconsistent with
    the intended Beneficial Ownership Limitation herein contained or to make
    changes or supplements necessary or desirable to properly give effect to such
    limitation. The limitations contained in this paragraph shall apply to a
    successor holder of this Warrant.
                                       7

Section 3. Certain Adjustments.

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

b) Reserved.

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

                                       8

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

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

                                       9

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

g) Notice to Holder.

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

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

                                       10

Section 4. Transfer of Warrant.

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

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

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

Section 5. Miscellaneous.

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

                                       11

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

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

d) Authorized Shares.

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

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

                                       12

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

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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

                                       13

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

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

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

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

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

                              ********************
                            (Signature Page Follows)
                                       14

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

boxlight corporation

  By:
      Name: Michael Pope
      Title: Chief Executive Officer
                               NOTICE OF EXERCISE

To: boxlight corporation

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

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

in lawful money of the United States; or

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

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity: Signature of Authorized Signatory of Investing Entity: Name of Authorized Signatory: Title of Authorized Signatory:

                                                                       EXHIBIT B
                                ASSIGNMENT FORM

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

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

Name:
                                        (Please Print)
Address:
                                        (Please Print)

Phone Number:

Email Address:

Holder's Signature:

Dated:                       ,

Holder's Signature:

Holder's Address:

                                                                     Exhibit 4.2
                     FORM OF COMMON STOCK PURCHASE WARRANT
                              boxlight corporation
Warrant Shares: _______ Initial Exercise Date: January [___], 2023
                        Issue Date: July [___], 2022

THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________1 (the "Initial Exercise Date") and on or prior to 5:00 p.m. (New York City time) on ______________2 (the "Termination Date") but not thereafter, to subscribe for and purchase from Boxlight Corporation, a Nevada corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the "Purchase Agreement"), dated July [___], 2022, among the Company and the purchasers signatory thereto.

Section 2. Exercise.

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

1 Insert the date that is the six month anniversary of the Issue Date.

2 Insert the date that is the five and a half year anniversary of the Issue Date, provided that, if such date is not a Trading Day, insert the immediately following Trading Day.

                                       1

b) Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $0.68, subject to adjustment hereunder (the "Exercise Price").

c) Cashless Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a "cashless exercise" in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

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

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

                                       2

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

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

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

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

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

                                       3

d) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder's or its designee's balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system ("DWAC") if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company's share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the "Warrant Share Delivery Date"). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, "Standard Settlement Period" means the standard settlement period, expressed in a number of Trading Days, on the Company's primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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

                                       4

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

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

                                       5

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

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

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

 e) Holder's Exercise Limitations. The Company shall not effect any exercise of
    this Warrant, and a Holder shall not have the right to exercise any portion of
    this Warrant, pursuant to Section 2 or otherwise, to the extent that after
    giving effect to such issuance after exercise as set forth on the applicable
    Notice of Exercise, the Holder (together with the Holder's Affiliates, and any
    other Persons acting as a group together with the Holder or any of the
    Holder's Affiliates (such Persons, "Attribution Parties")), would beneficially
    own in excess of the Beneficial Ownership Limitation (as defined below).  For
    purposes of the foregoing sentence, the number of shares of Common Stock
    beneficially owned by the Holder and its Affiliates and Attribution Parties
    shall include the number of shares of Common Stock issuable upon exercise of
    this Warrant with respect to which such determination is being made, but shall
    exclude the number of shares of Common Stock which would be issuable upon (i)
    exercise of the remaining, nonexercised portion of this Warrant beneficially
    owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
    exercise or conversion of the unexercised or nonconverted portion of any other
    securities of the Company (including, without limitation, any other Common
    Stock Equivalents) subject to a limitation on conversion or exercise analogous
    to the limitation contained herein beneficially owned by the Holder or any of
    its Affiliates or Attribution Parties.  Except as set forth in the preceding
    sentence, for purposes of this Section 2(e), beneficial ownership shall be
    calculated in accordance with Section 13(d) of the Exchange Act and the rules
    and regulations promulgated thereunder, it being acknowledged by the Holder
    that the Company is not representing to the Holder that such calculation is in
    compliance with Section 13(d) of the Exchange Act and the Holder is solely
    responsible for any schedules required to be filed in accordance therewith. To
    the extent that the limitation contained in this Section 2(e) applies, the
    determination of whether this Warrant is exercisable (in relation to other
    securities owned by the Holder together with any Affiliates and Attribution
    Parties) and of which portion of this Warrant is exercisable shall be in the
    sole discretion of the Holder, and the submission of a Notice of Exercise
    shall be deemed to be the Holder's determination of whether this Warrant is
    exercisable (in relation to other securities owned by the Holder together with
    any Affiliates and Attribution Parties) and of which portion of this Warrant
    is exercisable, in each case subject to the Beneficial Ownership Limitation,
    and the Company shall have no obligation to verify or confirm the accuracy of
    such determination. In addition, a determination as to any group status as
    contemplated above shall be determined in accordance with Section 13(d) of the
    Exchange Act and the rules and regulations promulgated thereunder. For
    purposes of this Section 2(e), in determining the number of outstanding shares
    of Common Stock, a Holder may rely on the number of outstanding shares of
    Common Stock as reflected in (A) the Company's most  exact periodic or annual
    report filed with the Commission, as the case may be, (B) a more  exact public
    announcement by the Company or (C) a more  exact written notice by the Company
    or the Transfer Agent setting forth the number of shares of Common Stock
    outstanding.  Upon the written or oral request of a Holder, the Company shall
    within one Trading Day confirm orally and in writing to the Holder the number
    of shares of Common Stock then outstanding.  In any case, the number of
    outstanding shares of Common Stock shall be determined after giving effect to
    the conversion or exercise of securities of the Company, including this
    Warrant, by the Holder or its Affiliates or Attribution Parties since the date
    as of which such number of outstanding shares of Common Stock was reported.
    The "Beneficial Ownership Limitation" shall be 4.99% (or 9.99% at the election
    of the Purchaser) of the number of shares of the Common Stock outstanding
    immediately after giving effect to the issuance of shares of Common Stock
    issuable upon exercise of this Warrant. The Holder, upon notice to the
    Company, may increase or decrease the Beneficial Ownership Limitation
    provisions of this Section 2(e), provided that the Beneficial Ownership
    Limitation in no event exceeds 9.99% of the number of shares of the Common
    Stock outstanding immediately after giving effect to the issuance of shares of
    Common Stock upon exercise of this Warrant held by the Holder and the
    provisions of this Section 2(e) shall continue to apply. Any increase in the
    Beneficial Ownership Limitation will not be effective until the 61st day after
    such notice is delivered to the Company. The provisions of this paragraph
    shall be construed and implemented in a manner otherwise than in strict
    conformity with the terms of this Section 2(e) to correct this paragraph (or
    any portion hereof) which may be defective or inconsistent with the intended
    Beneficial Ownership Limitation herein contained or to make changes or
    supplements necessary or desirable to properly give effect to such limitation.
    The limitations contained in this paragraph shall apply to a successor holder
    of this Warrant.
                                       6

Section 3. Certain Adjustments.

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

b) Reserved.

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

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

                                       7

e) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding shares of Common Stock or 50% or more of the voting power of the common equity of the Company (each a "Fundamental Transaction"), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the "Alternate Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder's option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. "Black Scholes Value" means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the "OV" function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder's request pursuant to this Section 3(e) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder's election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor Entity") to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

                                       8

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

g) Notice to Holder.

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

                                       9

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

h) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

                                       10

Section 4. Transfer of Warrant.

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

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

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

Section 5. Miscellaneous.

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

                                       11

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

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

d) Authorized Shares.

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

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

                                       12

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

e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Purchase Agreement.

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

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

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Purchase Agreement.

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

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

                                       13

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

l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

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

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

                              ********************
                            (Signature Page Follows)
                                       14

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

boxlight corporation

  By:
      Name: Michael Pope
      Title: Chief Executive Officer
                                       15
                               NOTICE OF EXERCISE

To: Boxlight corporation

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

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

in lawful money of the United States; or

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

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

_______________________________

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

_______________________________

_______________________________

_______________________________

[SIGNATURE OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing Entity: __________________________________________________

Name of Authorized Signatory: ____________________________________________________________________

Title of Authorized Signatory: _____________________________________________________________________

Date: ________________________________________________________________________________________

                                                                       EXHIBIT B
                                ASSIGNMENT FORM

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

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

Name:
                                    (Please Print)
Address:
                                    (Please Print)

Phone Number:

Email Address:

Dated: _______________ __, ______

Holder's Signature:

Holder's Address:

                                                                     Exhibit 5.1

Los Angeles Office 10880 Wilshire Blvd., 19th Floor Los Angeles, CA 90024 P 310.299.5500 F 310.299.5600 www.mrllp.com

July 26, 2022

Boxlight Corporation

1045 Progress Circle

Lawrenceville, Georgia 30043

  Re: Boxlight Corporation
      Registration Statement on Form S-3 File No. 333-239939

Ladies and Gentlemen:

We have acted as counsel to Boxlight Corporation, a Nevada corporation (the "Company"), in connection with the issuance of 7,000,000 shares (the "Shares") of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), pre-funded warrants (the "Pre-Funded Warrants") to purchase 352,940 shares of Common Stock at an exercise price of $0.0001 per share, and warrants (the "Warrants", and collectively with the Pre-Funded Warrants and the Shares, the "Securities") to purchase 7,352,940 shares of Common Stock at an exercise price of $0.68 per share. The Securities are included in a Registration Statement on Form S-3 (File No. 333-239939 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and declared effective by the Commission on July 28, 2020, a base prospectus, dated July 28, 2020, included in the Registration Statement that became effective at the time (the "Base Prospectus"), a preliminary prospectus supplement, dated July 28, 2020, filed with the Commission pursuant to Rule 424(b)(3) under the Securities Act (together with the Base Prospectus, the "Preliminary Prospectus") and a prospectus supplement, dated July 22, 2022, filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act (together with the Base Prospectus, the "Prospectus"). The Securities are being sold pursuant to a Securities Purchase Agreement, dated July 22, 2022, between the Company and an accredited institutional investor (the "Purchase Agreement"). The Purchase Agreement will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into the Registration Statement. The opinion is being rendered in connection with the filing of the Prospectus with the Commission.

This opinion letter is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Articles of Incorporation of the Company, as amended to date (the "Articles of Incorporation"), (ii) the By-Laws of the Company, as amended to date (the "Bylaws"), (iii) resolutions of the Company's board of directors (the "Board of Directors") authorizing the issuance and sale of the Shares pursuant to the terms of the Registration Statement, including the pricing, issuance and sale of the Shares in accordance with the terns of the Prospectus, (iv) the Purchase Agreement, and (iv) such other documents, records and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.

In our examination of the documents referred to herein, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.

Boxlight Corporation

July 26, 2022

Page 2

Based on the foregoing, and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that (1) the Shares, when issued and paid for in the manner described in the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable, (2) that the shares of Common Stock underlying the Warrants and the Pre-Funded Warrants, when issued upon exercise and paid for in accordance with the terms of each of the Warrants or Pre-Funded Warrants, as applicable, will be duly authorized, validly issued fully paid and non-assessable and (3) the Warrants and Pre-Funded Warrants, when issued and paid for in the manner described in the Prospectus, will be valid and binding obligations of the Company.

The opinion set forth above may be limited by (i) the effects of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) requirements that a claim with respect to any Shares in denominations other than United States dollars (or a judgment denominated other than in United States dollars in respect of the claim) be converted into United States dollars at a rate of exchange prevailing on a date determined by applicable law.

The foregoing opinions are limited to the laws of the State of New York, the Nevada Revised Statutes as concerns the laws governing corporation and the federal laws of the United States of America and we express no opinion with respect to the laws of any other state or jurisdiction. The opinions expressed herein are limited to the laws, including rules and regulations, as in effect on the date hereof.

The foregoing opinions are dated the date hereof, and we express no opinion as to unforeseen facts or circumstances that are not include or incorporated in the Assumptions set forth above.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Company's Current Report on Form 8-K, dated July 26, 2022, as filed with the Commission on July 26, 2022, which is incorporated by reference in the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus and to the references to us in the Registration Statement. In giving such consents, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.

Very truly yours,

/s/ Michelman & Robinson, LLP

MICHELMAN & ROBINSON, LLP

                                                                    Exhibit 10.1
                         SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is dated as of _____, 2022, between Boxlight Corp., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

                                   ARTICLE I.
                                  DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

"Acquiring Person" shall have the meaning ascribed to such term in Section 4.5.

"Action" shall have the meaning ascribed to such term in Section 3.1(j).

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

"Board of Directors" means the board of directors of the Company.

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

"Closing" means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

"Closing Date" means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers' obligations to pay the Subscription Amount and (ii) the Company's obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof.

                                       1

"Commission" means the United States Securities and Exchange Commission.

"Common Stock" means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

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

"Company Counsel" means Michelman & Robinson, LLP, with offices located at 800 Third Avenue, 24th Floor, New York, New York 10022.

"Disclosure Time" means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

"EGS" means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

"Evaluation Date" shall have the meaning ascribed to such term in Section 3.1(s).

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

"Exempt Issuance" means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are issued as "restricted securities" (as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

                                       2

"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended.

"GAAP" shall have the meaning ascribed to such term in Section 3.1(h).

"Indebtedness" shall have the meaning ascribed to such term in Section 3.1(aa).

"Intellectual Property Rights" shall have the meaning ascribed to such term in Section 3.1(p).

"Liens" means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

"Lock-Up Agreement" means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit A attached hereto.

"Material Adverse Effect" shall have the meaning assigned to such term in Section 3.1(b).

"Material Permits" shall have the meaning ascribed to such term in Section 3.1(n).

"Per Share Purchase Price" equals $_______, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

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

"Placement Agent" means Maxim Group LLC.

"Pre-Funded Warrant Purchase Price" equals $___ per Pre-Funded Warrant, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common Stock that occur after the date of this Agreement and prior to the Closing Date.

                                       3

"Pre-Funded Warrant Shares" means the Common Stock issuable upon exercise of the Pre-Funded Warrants.

"Pre-Funded Warrants" means the pre-funded Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be immediately exercisable and will expire when exercised in full, in the form of Exhibit C attached hereto.

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

"Prospectus" means the final prospectus filed for the Registration Statement.

"Prospectus Supplement" means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser at the Closing.

"Purchaser Party" shall have the meaning ascribed to such term in Section 4.8.

"Registration Statement" means the effective registration statement with Commission file No. 333-239939 which registers the sale of the Shares, the Warrants and the Warrant Shares to the Purchasers.

"Required Approvals" shall have the meaning ascribed to such term in Section 3.1(e).

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

"Rule 424" means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

"SEC Reports" shall have the meaning ascribed to such term in Section 3.1(h).

"Securities" means the Shares, the Warrants and the Warrant Shares.

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

"Shares" means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

                                       4

"Short Sales" means all "short sales" as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).

"Subscription Amount" means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified below such Purchaser's name on the signature page of this Agreement and next to the heading "Subscription Amount," in United States dollars and in immediately available funds.

"Subsidiary" means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

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

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

"Transaction Documents" means this Agreement, the Lock-Up Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

"Transfer Agent" means VStock Transfer LLC the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere, NY 11598 and an email address of 0-k@vstocktransfer.com>, and any successor transfer agent of the Company.

"Variable Rate Transaction" shall have the meaning ascribed to such term in Section 4.12(b).

"Warrants" means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five years, in the form of Exhibit B attached hereto and the Pre-Funded Warrants.

"Warrant Shares" means the shares of Common Stock issuable upon exercise of the Warrants.

                                       5
                                  ARTICLE II.
                               PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $_____ of Shares and Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser's Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser's Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Prefunded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The "Beneficial Ownership Limitation" shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via "Delivery Versus Payment" ("DVP") (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers' names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the "Pre-Settlement Period"), such Purchaser sells to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the "Pre-Settlement Shares"), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company's receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Prefunded Warrants) delivered on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Prefunded Warrants) for purposes hereunder.

2.2 Deliveries.

(a) On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a legal opinion of Company Counsel, in form and substance acceptable to the Placement Agent and each Purchaser;

                                       6

(iii) subject to the last sentence of Section 2.1, the Company shall have provided the Purchaser with the Company's wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(iv) subject to the last sentence of Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system ("DWAC") Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

(v) a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser's Shares, with an exercise price equal to $_____, subject to adjustment therein;

(vi) for the Purchaser of Prefunded Warrants pursuant to Section 2.1, a Prefunded Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser's Subscription Amount applicable to Prefunded Warrant divided by the Pre-Funded Warrant Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein;

(vii) on the Closing Date, the duly executed Lock-Up Agreements; and

(viii) the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following:

(i) this Agreement duly executed by such Purchaser; and

(ii) such Purchaser's Subscription Amount, which shall be made available for "Delivery Versus Payment" settlement with the Company or its designee.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date);

                                       7

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company; and

(v) from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company's principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser, except as otherwise described in this Agreement or the SEC Reports, which qualify:

                                       8

(a) Subsidiaries. All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a "Material Adverse Effect") and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company's stockholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

                                       9

(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company's or any Subsidiary's certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities laws (collectively, the "Required Approvals").

(f) Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became effective on July 28, 2020 (the "Effective Date"), including the Prospectus, and such amendments and supplements thereto as may have been required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not 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 not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain 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. The Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities Act and it meets the transaction requirements with respect to the aggregate market value of securities being sold pursuant to this offering and during the twelve (12) months prior to this offering, as set forth in General Instruction I.B.1 of Form S-3.

                                       10

(g) Capitalization. The capitalization of the Company is set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company's stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company's employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. Aside from the Company's Series B and Series C preferred stock, there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company's capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company's stockholders.

(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company's financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) aside from the Company's Series B preferred stock, which has a quarterly 8% dividend payment, the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

                                       11

(j) Litigation. Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an "Action"). None of the Actions set forth in the SEC Reports (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(k) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company's or its Subsidiaries' employees is a member of a union that relates to such employee's relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance. Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(m) Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, "Hazardous Materials") into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder ("Environmental Laws"); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect ("Material Permits"), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

                                       12

(o) Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

(p) Intellectual Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the "Intellectual Property Rights"). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

                                       13

(s) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries, as a smaller reporting company, are in compliance with any applicable requirements of the Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof, that are applicable to smaller reporting companies and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. The Company's certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the "Evaluation Date"). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder's fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

                                       14

(u) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an "investment company" subject to registration under the Investment Company Act of 1940, as amended.

(v) Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(w) Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Aside from notice received from the Nasdaq Stock Market, LLC ("Nasdaq") on July 6, 2022, alerting the Company that it was out of compliance with the minimum price requirement (the "Minimum Bid Price Requirement"), the Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. Aside from ensuring that the Company comes into compliance with the Minimum Bid Price Requirement, the Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

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

(y) Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Prospectus Supplement. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

                                       15

(z) No Integrated Offering. Assuming the accuracy of the Purchasers' representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.

(aa) Solvency. Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company's assets exceeds the amount that will be required to be paid on or in respect of the Company's existing debts and other liabilities (including known contingent liabilities) as they mature, (ii) the Company's assets do not constitute unreasonably small capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The SEC Reports set forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, "Indebtedness" means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company's consolidated balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

                                       16

(bb) Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(cc) Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.

(dd) Accountants. The Company's accounting firm is FORVIS, LLP. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company's Annual Report for the fiscal year ending December 31, 2022.

(ee) Acknowledgment Regarding Purchasers' Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers' purchase of the Securities. The Company further represents to each Purchaser that the Company's decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

                                       17

(ff) Acknowledgment Regarding Purchaser's Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or "derivative" securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or "derivative" transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company's publicly-traded securities; (iii) any Purchaser, and counter-parties in "derivative" transactions to which any such Purchaser is a party, directly or indirectly, presently may have a "short" position in the Common Stock, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm's length counter-party in any "derivative" transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.

(gg) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placement of the Securities.

(hh) Reserved.

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

                                       18

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

(kk) Office of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC").

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

(mm) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, as amended (the "BHCA") and to regulation by the Board of Governors of the Federal Reserve System (the "Federal Reserve"). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

                                       19

(nn) Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the "Money Laundering Laws"), and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2 Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser's right to sell the Securities pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act.

                                       20

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securities to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricing terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser's representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

                                       21

The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser's right to rely on the Company's representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

                                  ARTICLE IV.
                        OTHER AGREEMENTS OF THE PARTIES

4.1 Warrant Shares. If all or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant Shares effective during the term of the Warrants.

4.2 Furnishing of Information. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

                                       22

4.3 Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Purchaser that it shall have publicly disclosed all material, non-public information delivered to any of the Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and the Purchaser or any of its Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and the Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of the Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaser with prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that the Purchaser is an "Acquiring Person" under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchaser.

                                       23

4.6 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser's consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

4.7 Use of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.

4.8 Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a "Purchaser Party") harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys' fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party's representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company's prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party's breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

                                       24

4.9 Reservation of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.10 Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market and will comply in all respects with the Company's reporting, filing and other obligations under the bylaws or rules of the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 Reserved.

4.12 Subsequent Equity Sales.

(a) From the date hereof until 60 days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration statement on Form S-8 in connection with any employee benefit plan.

                                       25

(b) From the date hereof one year after the Closing Date, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. "Variable Rate Transaction" means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an "at-the-market offering", whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

(c) Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be an Exempt Issuance.

4.13 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.

4.14 Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company's securities during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction (other than as disclosed to its legal and other representatives). Notwithstanding the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates, or agent, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section 4.4. Notwithstanding the foregoing, in the case of the Purchaser being a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

                                       26

4.15 Capital Changes. Until the one year anniversary of the Closing Date, unless so required to maintain Nasdaq listing requirements, in which case the Company will provide notice to the Purchaser of such event, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

4.16 Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion certain (or other type of certain or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

4.17 Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of such Lock-Up Agreement.

                                   ARTICLE V.
                                 MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser's obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

                                       27

5.2 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.

5.3 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

5.4 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon real receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.

5.5 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

                                       28

5.6 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

5.7 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the "Purchasers."

5.8 No Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys' fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action or Proceeding.

                                       29

5.10 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

5.11 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such ".pdf" signature page were an original thereof.

5.12 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however, that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser's right to acquire such shares pursuant to such Purchaser's Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

5.14 Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

                                       30

5.15 Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.16 Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

5.17 Independent Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. The Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. The Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, the Purchaser and its counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by the Purchaser. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and the Purchaser, solely, and not between the Company and the Purchaser collectively.

5.18 Liquidated Damages. The Company's obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are due and payable shall have been canceled.

                                       31

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

5.20 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

5.21 WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

                            (Signature Pages Follow)
                                       32

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

BOXLIGHT CORPoration                            Address for Notice:
                                                2750 Premier Parkway, Suite 900
                                                Duluth, GA 30097

By: Name: Michael Pope E-Mail: Title: Chief Executive Officer Michael.pope@boxlight.com With a copy to (which shall not constitute notice):

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGE FOR PURCHASER FOLLOWS]
                                       33

[PURCHASER SIGNATURE PAGES TO BOXL SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser:

Signature of Authorized Signatory of Purchaser:

Name of Authorized Signatory:

Title of Authorized Signatory:

Email Address of Authorized Signatory:

Address for Notice to Purchaser:

Address for Delivery of Securities to Purchaser (if not same as address for notice):

Subscription Amount:

Shares:

Pre-Funded Warrant Shares: Beneficial Ownership Blocker 4.99% or 9.99%

Warrant Shares: Beneficial Ownership Blocker 4.99% or 9.99%

EIN Number: ____________________

xNotwithstanding anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

                                       34
                                                                    Exhibit 10.2
                           PLACEMENT AGENCY AGREEMENT
                                                                   July 22, 2022

Boxlight Corporation

2750 Premiere Parkway, Suite 900

Duluth, Georgia 30097

Attention: Michael Pope, Chief Executive Officer

Dear Mr. Pope:

This agreement (the "Agreement") constitutes the agreement between Maxim Group LLC (the "Placement Agent") and Boxlight Corporation, a Nevada corporation (the "Company"), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a "reasonable best efforts" basis, in connection with the proposed placement (the "Placement") of (i) registered shares (the "Shares") of common stock of the Company, par value $0.0001 per share (the "Common Stock"), (ii) registered Warrants (collectively, the "Purchase Warrants") to purchase shares of Common Stock, and (iii) registered Pre-Funded Warrants (collectively, the "Pre-Funded Warrants") to purchase shares of Common Stock (the shares of Common Stock underlying the Purchase Warrants and the Pre-Funded Warrants, collectively with the Purchase Warrants, the Pre-Funded Warrants, and the Shares, the "Securities"). The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a "Purchaser" and collectively, the "Purchasers") and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by the Company and the Purchasers in connection with the Placement, including but not limited to the Purchase Agreement (as defined below), the form of Purchase Warrants, and the form of Pre-Funded Warrants shall be collectively referred to herein as the "Transaction Documents." The date of the closing of the Placement shall be referred to herein as the "Closing Date." The Company expressly acknowledges and agrees that the Placement Agent's obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company. The Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase agreement (the "Purchase Agreement") between the Company and such Purchaser in a form reasonably acceptable to the Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective Purchasers.

SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.

A. Representations of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that:

1. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (Registration No. 333-239939), and amendments thereto, and related preliminary prospectuses, for the registration under the Securities Act of 1933, as amended (the "Securities Act"), of the Securities, which registration statement, as so amended (including post-effective amendments, if any) became effective on July 28, 2020. At the time of such filing, the Company met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule 415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule 424(b) under the Securities Act, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder, a supplement to the form of prospectus included in such registration statement relating to the placement of the Securities and the plan of distribution thereof and has advised the Placement Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the "Registration Statement"; such prospectus in the form in which it appears in the Registration Statement is hereinafter called the "Base Prospectus"; and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including the Base Prospectus as so supplemented) is hereinafter called the "Prospectus Supplement." Any reference in this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein (the "Incorporated Documents") pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be; and any reference in this Agreement to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is "contained," "included," "described," "referenced," "set forth" or "stated" in the Registration Statement, the Base Prospectus or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as the case may be. No stop order suspending the effectiveness of the Registration Statement or the use of the Base Prospectus or the Prospectus Supplement has been issued, and no proceeding for any such purpose is pending or has been initiated or, to the Company's knowledge, is threatened by the Commission. For purposes of this Agreement, "free writing prospectus" has the meaning set forth in Rule 405 under the Securities Act and the "Time of Sale Prospectus" means the preliminary prospectus, if any, together with the free writing prospectuses, if any, used in connection with the Placement, including any documents incorporated by reference therein.

2. The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable Rules and Regulations. Each of the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents incorporated by reference in the Base Prospectus or Prospectus Supplement), in the light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Base Prospectus, the Time of Sale Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which (x) have not been described or filed as required or (y) will not be filed within the requisite time period.

                                       2

3. The Company is eligible to use free writing prospectuses in connection with the Placement pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The Company will not, without the prior consent of the Placement Agent, prepare, use or refer to, any free writing prospectus.

4. There are no affiliations with any FINRA member firm among the Company's officers, directors or, to the knowledge of the Company, any ten percent (10.0%) or greater stockholder of the Company, except as set forth in the Registration Statement and the other documents the Company has filed or furnished with the Commission.

B. Covenants of the Company. The Company has delivered, or will as promptly as practicable deliver, to the Placement Agent materially complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits), the Base Prospectus, the Time of Sale Prospectus and the Prospectus Supplement, as amended or supplemented, in such quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities pursuant to the Placement other than the Base Prospectus, the Time of Sale Prospectus, the Prospectus Supplement, the Registration Statement, copies of the documents incorporated by reference therein and any other materials permitted by the Securities Act.

SECTION 2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as a broker/dealer under the laws of the states applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and will be a body corporate validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change in its status as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable law.

                                       3

SECTION 3. COMPENSATION. In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or their respective designees their pro rata portion (based on the Securities placed) of the following compensation with respect to the Securities which they are placing:

A. A cash fee (the "Cash Fee") equal to an aggregate of six percent (6.0%) of the aggregate gross proceeds raised in the Placement. The Cash Fee shall be paid at the closing of the Placement (the "Closing").

B. Subject to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees, in case of Closing of the Placement, to reimburse the Placement Agent for all travel and other out-of-pocket expenses incurred, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $50,000 (against invoices provided to the Company). The Company will reimburse Placement Agent directly upon the Closing of the Placement from the gross proceeds raised in the Placement. In the event that this Agreement shall terminate prior to the consummation of the Placement, Maxim shall nevertheless still be entitled to reimbursement for its real expenses; provided, however, that such expenses shall not exceed $25,000, in the aggregate.

C. In addition, if the Company completes any financing of equity, equity-linked, or debt of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) for which the Placement Agent is not acting as underwriter or placement agent within six (6) months after the Closing with any of the investors who were introduced to the Company by the Placement Agent, or contacted by the Placement Agent on the Company's behalf in connection with the Placement (the "PA Investors"), then the Company will pay to the Placement Agent upon the closing of such financing as a financing participation right the compensation set forth in Section 3(A) above with respect to the funds received by the Company from the PA Investors.

D. The Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that such Placement Agent's aggregate compensation is in excess of FINRA rules or that the terms thereof require adjustment.

SECTION 4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements set forth in the Indemnification Provisions (the "Indemnification") attached hereto as Addendum A, the provisions of which are incorporated herein by reference and shall survive the termination or expiration of this Agreement.

SECTION 5. ENGAGEMENT TERM. The Placement Agent's engagement hereunder shall be until the earlier of (i) the final closing date of the Placement, and (ii) the date a party terminates the engagement according to the terms of the next sentence (the period of time during which this Agreement remains in effect is referred to herein as the "Term"). Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality and indemnification and contribution contained herein and the Company's obligations contained in the Indemnification Provisions will survive any expiration or termination of this Agreement. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

                                       4

SECTION 6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered by the Placement Agent in connection with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent's prior written consent.

SECTION 7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification Provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention of such Placement Agent hereunder, all of which are hereby expressly waived.

SECTION 8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of the Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company and its subsidiaries contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company and its subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its subsidiaries of their obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent to the Company:

A. No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission (to be included in the Registration Statement, the Base Prospectus, the Prospectus Supplement or otherwise) shall have been complied with to the reasonable satisfaction of the Placement Agent. Any filings required to be made by the Company in connection with the Placement shall have been timely filed with the Commission.

B. The Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement, the Base Prospectus, the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact which, in the reasonable opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the reasonable opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.

C. All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Shares, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

D. The Placement Agent shall have received from outside counsel to the Company such counsel's written opinions, addressed to the Placement Agent and the Purchasers and dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement Agent, the Purchasers, and Placement Agent's legal counsel.

E. On the Closing Date, the Placement Agent shall have received a "comfort" letter from FOVIS LLP (the Company's independent registered accounting firm) ("FORVIS") as of such date, addressed to each of the Placement Agent and in form and substance satisfactory in all respects to the Placement Agent and Placement Agent's legal counsel.

                                       5

F. On the Closing Date, Placement Agent shall have received a certificate of the chief executive officer of the Company, dated, as applicable, as of the date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed by the Company hereunder on or prior thereto have been fully performed in all material respects. If necessary, on the Closing Date, the Placement Agent shall have received a certificate of the chief financial officer of the Company, dated, as applicable, as of the date of such Closing, providing a customary certification as to such accounting or financial matters that are included or incorporated by reference in the Registration Statement or the Prospectus Supplement that FORVIS is unable to provide assurances on in the letter contemplated by Section 8(E) above.

G. On the Closing Date, Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and board resolutions relating to the Placement of the Securities from the Company.

H. Neither the Company nor any of its subsidiaries (i) shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement, the Base Prospectus and the Prospectus Supplement, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, (ii) since such date there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders' equity, results of operations or prospects of the Company and its subsidiaries, otherwise than as set forth in or contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement, and (iii) since such date there shall not have been any new or renewed inquiries by the Commission, FINRA or any other regulatory body regarding the Company, the effect of which, in any such case described in clause (i), (ii) or (iii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus, Time of Sale Prospectus and Prospectus Supplement.

I. The Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares and the shares of Common Stock underlying the Purchase Warrants and the Pre-Funded Warrants shall be listed and admitted and authorized for trading on the Trading Market or other applicable U.S. national exchange, or an application for such listing shall have been submitted to the Trading Market, and satisfactory evidence of such action shall have been provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor, except as disclosed in the Base Prospectus and Prospectus Supplement, has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.

                                       6

J. No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company.

K. The Company shall have prepared and filed with the Commission a Form 8-K with respect to the Placement, including as an exhibit thereto this Agreement.

L. The Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.

M. FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested by the Placement Agent, make or authorize Placement Agent's counsel to make on the Company's behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection therewith.

N. Prior to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as the Placement Agent may reasonably request.

If any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent's counsel pursuant to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent's legal counsel, all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

SECTION 9. Intentionally omitted.

SECTION 10. GOVERNING LAW; AGENT FOR SERVICE OF PROCESS, ETC. This Agreement will be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State, without regard to the conflicts of laws principles thereof. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the federal court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The Company agrees that a final judgment in any such action, proceeding or counterclaim brought in any such court shall be conclusive and binding upon the Company and may be enforced in any other courts to the jurisdiction of which the Company is or may be subject, by suit upon such judgment. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. This paragraph shall survive any termination of this Agreement, in whole or in part.

                                       7

SECTION 11. ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions) embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

SECTION 12. CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential and will not (except as required by applicable law or stock exchange requirement, regulation or legal process ("Legal Requirement"), without the Company's prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential Information other than in connection with the Placement. The Placement Agent further agrees, severally and not jointly, to disclose the Confidential Information only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement, and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term "Confidential Information" shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications) furnished by the Company to a Placement Agent or its Representatives in connection with such Placement Agent's evaluation of the Placement. The term "Confidential Information" will not, however, include information which (i) is or becomes publicly available other than as a result of a disclosure by a Placement Agent or its Representatives in violation of this Agreement, (ii) is or becomes available to a Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known to a Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or has been independently developed by a Placement Agent and/or the Representatives without use of any Confidential Information furnished to it by the Company. The term "Representatives" shall mean the Placement Agent's directors, board committees, officers, employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof. Notwithstanding any of the foregoing, in the event that the Placement Agent or any of their respective Representatives are required by Legal Requirement to disclose any of the Confidential Information, such Placement Agent and their respective Representatives will furnish only that portion of the Confidential Information which such Placement Agent or their respective Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.

                                       8

SECTION 13. NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent to the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if sent by U.S. internationally recognized air courier service, or (d) upon real receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.

SECTION 14. Press Announcements. The Company agrees that the Placement Agent shall, from and after any Closing, have the right to reference the Placement and the Placement Agent's role in connection therewith in the Placement Agent's marketing materials and on its website and to place advertisements in financial and other newspapers and journals, in each case at its own expense.

[The remainder of this page has been intentionally left blank.]

                                       9

Please confirm that the foregoing correctly sets forth our agreement by signing and returning to Maxim the enclosed copy of this Agreement.

Very truly yours,

Maxim GROUP LLC

  By:     /s/ Clifford Teller
          Name: Clifford Teller
          Title: Co-President

Address for notice: 300 Park Avenue New York, NY 10022 Attention: James Siegel, General Counsel Email: jsiegel@maximgrp.com

Accepted and Agreed to as of the date first written above:

BOXLIGHT CORPORATION

By: /s/ Michael Pope

Name: Michael Pope Title: Chief Executive Officer

Address for notice:

2750 Premier Parkway, Suite 900

Dulu7th, GA 30097

[Signature Page to July 2022 Placement Agency Agreement Between

                   Maxim Group LLC and Boxlight Corporation]
                                   ADDENDUM A
                           INDEMNIFICATION PROVISIONS

In connection with the engagement of Maxim Group LLC (the "Placement Agent") by Boxlight Corporation (the "Company") pursuant to a placement agency agreement dated as of the date hereof, between the Company and the Placement Agent, as it may be amended from time to time in writing (the "Agreement"), the Company hereby agrees as follows:

1. To the extent permitted by law, the Company will indemnify the Placement Agent and its affiliates, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Placement Agent, to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from the Placement Agent's willful misconduct or gross negligence in performing the services described herein, as the case may be.

2. Promptly after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which the Placement Agent is entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim or of the commencement of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement Agent, which will not be unreasonably withheld.

3. The Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement of any action or proceeding relating to a transaction contemplated by the Agreement.

4. If for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless, then the Company shall contribute to the amount paid or payable by the Placement Agent, as the case may be, as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand, and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the Placement Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Placement Agent's share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by the Placement Agent under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Placement Agent).

                                      A-1

5. These Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to any indemnified party under the Agreement or otherwise.

[The remainder of this page has been intentionally left blank.]

                                      A-2

Very truly yours,

Maxim GROUP LLC

  By:     /s/ Clifford Teller
          Name: Clifford Teller
          Title: Co-President

Address for notice: 300 Park Avenue New York, NY 10022 Attention: James Siegel, General Counsel Email: jsiegel@maximgrp.com

Accepted and Agreed to as of the date first written above:

BOXLIGHT CORPORATION

By: /s/ Michael Pope

Name: Michael Pope Title: Chief Executive Officer

Address for notice:

2750 Premier Parkway, Suite 900

Dulu7th, GA 30097

                 [Signature Page to Indemnification Provisions
                Pursuant to July 2022 Placement Agency Agreement
               between Maxim Group LLC and Boxlight Corporation]
                                                                   Exhibit 99.1

Boxlight Announces Pricing of $5.0 Million Registered Direct Offering

DULUTH, Ga., July 22, 2022 -- Boxlight Corporation ("Boxlight" or the "Company") (Nasdaq: BOXL), a leading provider of interactive technology, digital signage, classroom audio, and services, announced today that it has entered into a securities purchase agreement with a single institutional investor to purchase approximately $5.0 million of its shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase common stock in a registered direct offering. The combined purchase price for one share of common stock (or pre-funded warrant in lieu thereof) and one warrant to purchase one share of common stock will be $0.68. Under the terms of the securities purchase agreement, Boxlight has agreed to sell 7,352,940 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 7,352,940 shares of common stock. The warrants will be exercisable six months from the date of issuance, will expire five and a half years from the date of issuance and will have an exercise price of $0.68 per share of common stock.

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The offering is expected to close on or about July 26, 2022, subject to the satisfaction of customary closing conditions.

The shares of common stock, pre-funded warrants and warrants are being offered pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-239939), which was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on July 28, 2020. The offering will be made only by means of a prospectus supplement that forms a part of such registration statement. A prospectus supplement relating to the shares of common stock, pre-funded warrants and warrants will be filed by Boxlight with the SEC. When available, copies of the prospectus supplement relating to the offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

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

About Boxlight Corporation

Boxlight Corporation (Nasdaq: BOXL) ("Boxlight") is a leading provider of interactive technology solutions under its award-winning brands Clevertouch�, FrontRow(TM) and Mimio�. The company aims to Boost engagement and communication in diverse business and education environments. Boxlight develops, sells, and services its integrated solution suite including interactive displays, collaboration software, audio solutions, supporting accessories and professional services. For more information about the Boxlight story, visit www.boxlight.com, www.clevertouch.com and www.gofrontrow.com.

Forward-Looking Statements

This press release may contain information about Boxlight's view of its future expectations, plans and prospects that constitute forward-looking statements. real results may differ materially from historical results or those indicated by these forward-looking statements because of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its development and introduction of new products and services, marketing and other business development initiatives, competition in the industry, etc. Boxlight encourages you to review other factors that may affect its future results in Boxlight's filings with the Securities and Exchange Commission.

Contacts:

Media Sunshine Nance

+1 360-464-2119 x254 sunshine.nance@boxlight.com

Investor Relations Greg Wiggins

+1 360-464-4478 investor.relations@boxlight.com

Jul 22, 2022

COMTEX_411020380/2254/2022-07-26T17:44:55

Is there a problem with this press release? Contact the source provider Comtex at editorial@comtex.com. You can also contact MarketWatch Customer Service via our Customer Center.

(c) 1995-2022 Cybernet Data Systems, Inc. All Rights Reserved

The MarketWatch News Department was not involved in the creation of this content.

Tue, 26 Jul 2022 09:44:00 -0500 en-US text/html https://www.marketwatch.com/press-release/8-k-boxlight-corp-2022-07-26
Killexams : Alcohol Detection Systems In Autos Could Prevent Thousands Of Deaths Each Year Becoming Big Business for Ride-Sharing No result found, try new keyword!Ride-sharing is a vehicle service that matches drivers of private cars with people looking for local transportation. It’s an arrangement where passengers connect with drivers through mobile apps or ... Tue, 09 Aug 2022 01:15:00 -0500 https://finance.dailyherald.com/dailyherald/article/financialnewsmedia-2022-8-9-alcohol-detection-systems-in-autos-could-prevent-thousands-of-deaths-each-year-becoming-big-business-for-ride-sharing

Killexams.com RTRP Exam Simulator Screens


Exam Simulator 3.0.9 uses the actual IRS RTRP questions and answers that make up PDF Dumps. RTRP Exam Simulator is full screen windows application that provide you the experience of same test environment as you experience in test center.

About Us


We are a group of Certified Professionals, working hard to provide up to date and 100% valid test questions and answers.

Who We Are

We help people to pass their complicated and difficult IRS RTRP exams with short cut IRS RTRP PDF dumps that we collect from professional team of Killexams.com

What We Do

We provide actual IRS RTRP questions and answers in PDF dumps that we obtain from killexams.com. These PDF dumps contains up to date IRS RTRP questions and answers that help to pass exam at first attempt. Killexams.com develop Exam Simulator for realistic exam experience. Exam simulator helps to memorize and practice questions and answers. We take premium exams from Killexams.com

Why Choose Us

PDF Dumps that we provide is updated on regular basis. All the Questions and Answers are verified and corrected by certified professionals. Online test help is provided 24x7 by our certified professionals. Our source of exam questions is killexams.com which is best certification exam dumps provider in the market.

97,860

Happy clients

245

Vendors

6,300

Exams Provided

7,110

Testimonials

Premium RTRP Full Version


Our premium RTRP - Registered Tax Return Preparer Practice contains complete question bank contains actual exam questions. Premium RTRP braindumps are updated on regular basis and verified by certified professionals. There is one time payment during 3 months, no auto renewal and no hidden charges. During 3 months any change in the exam questions and answers will be available in your download section and you will be intimated by email to re-download the exam file after update.

Contact Us


We provide Live Chat and Email Support 24x7. Our certification team is available only on email. Order and Troubleshooting support is available 24x7.

4127 California St,
San Francisco, CA 22401

+1 218 180 22490