ASPEN AEROGELS INC
EX-10.1
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit 10.1 </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>ASPEN AEROGELS, INC. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>$150,000,000 OF SHARES OF </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>COMMON STOCK </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>SALES AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">March&nbsp;16, 2022 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Cowen and Company, LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">599 Lexington Avenue </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Piper Sandler&nbsp;&amp; Co. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1251 Avenue of the Americas, 6<SUP
STYLE="font-size:85%; vertical-align:top">th</SUP> Floor </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, NY 10020 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Aspen Aerogels, Inc. (the
&#147;<B><U>Company</U></B>&#148;), confirms its agreement (this &#147;<B><U>Agreement</U></B>&#148;) with Cowen and Company, LLC (&#147;<B><U>Cowen</U></B>&#148;) and Piper Sandler&nbsp;&amp; Co. (<B>&#147;</B><B><U>Piper&#148;</U></B> and,
together with Cowen, or the <B>&#147;</B><B><U>Agents</U></B><B>&#148;</B>), as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;<U>Issuance and Sale of Shares</U>. The
Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agents, acting as agents and/or principals, shares (the &#147;<B><U>Placement
Shares</U></B>&#148;) of the Company&#146;s common stock, par value $0.00001 per share (the &#147;<B><U>Common Stock</U></B>&#148;), having an aggregate offering price of up to $150,000,000 (the &#147;<B><U>Maximum Amount</U></B>&#148;).
Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this <U>Section</U><U></U><U>&nbsp;1</U> on the number of shares of Common Stock issued and sold under this
Agreement shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through the Agents will be effected pursuant to the Registration Statement
(as defined below) to be filed by the Company and automatically effective upon filing with the Securities and Exchange Commission (the &#147;<B><U>Commission</U></B>&#148;), although nothing in this Agreement shall be construed as requiring the
Company to use the Registration Statement (as defined below) to issue the Common Stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company shall file, in accordance with the
provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the &#147;<B><U>Securities Act</U></B>&#148;), with the Commission a registration statement on Form
<FONT STYLE="white-space:nowrap">S-3,</FONT> including a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has
filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the &#147;<B><U>Exchange Act</U></B>&#148;). The Company has prepared a prospectus
specifically relating to the Placement Shares (the &#147;<B><U>ATM</U></B><U> </U><B><U>Prospectus</U></B>&#148;) to the base </P>
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prospectus included as part of such registration statement, and shall, if necessary, prepare a prospectus supplement specifically relating to the Placement Shares (the &#147;<B><U>Prospectus
Supplement</U></B>&#148;) to the base prospectus included as part of such registration statement. The Company shall furnish to the Agents, for use by the Agents, copies of the prospectus included as part of such registration statement, as
supplemented by the Prospectus Supplement, if any, relating to the Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, as amended when it becomes effective, including all
documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be
a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form <FONT STYLE="white-space:nowrap">S-3</FONT> filed pursuant to Rule 415(a)(6) under the Securities Act by
the Company to cover any Shares, is herein called the &#147;<B><U>Registration Statement.</U></B>&#148; The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented
by the ATM Prospectus and the Prospectus Supplement, if any, in the form in which such prospectus, ATM Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the
Securities Act, together with any &#147;issuer free writing prospectus,&#148; as defined in Rule 433 of the Securities Act regulations (&#147;<B><U>Rule 433</U></B>&#148;), relating to the Shares that (i)&nbsp;is consented to by the Agents,
hereinafter referred to as a &#147;<B><U>Permitted Free Writing Prospectus</U></B>,&#148; (ii) is required to be filed with the Commission by the Company or (iii)&nbsp;is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form
filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company&#146;s records pursuant to Rule 433(g), is herein called the &#147;<B><U>Prospectus</U></B>.&#148; Any reference herein to the
Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms &#147;amend,&#148; &#147;amendment&#148; or
&#147;supplement&#148; with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For
purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Electronic Data Gathering Analysis and
Retrieval System (&#147;<B><U>EDGAR</U></B>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;<U>Placements</U>. Each time that the Company wishes to issue and sell the
Placement Shares hereunder (each, a &#147;<B><U>Placement</U></B>&#148;), it will notify Cowen, as sole executing Agent, by email notice (or other method mutually agreed to in writing by the parties) (a &#147;<B><U>Placement Notice</U></B>&#148;)
containing the parameters in accordance with which it desires the Placement Shares to be sold, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation
on the number of Placement Shares that may be sold in any one Trading Day (as defined in <U>Section</U><U></U><U>&nbsp;3</U>) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary
is attached hereto as <B><U>Schedule 1</U></B>. The Placement Notice shall originate from any of the individuals from the Company set forth on <B><U>Schedule 2</U></B><B> </B>(with a copy to each of the other individuals from the Company listed on
such schedule), and shall be addressed to each of the individuals from Cowen set forth on <B><U>Schedule 2</U></B>, as such <B><U>Schedule 2</U></B> may be amended in writing from time to time. The Placement Notice shall be effective upon receipt by
Cowen unless and until (i)&nbsp;in accordance with the notice requirements set forth in <U>Section</U><U></U><U>&nbsp;4</U>, Cowen declines to accept the terms contained </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 2 - </P>

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therein for any reason, in its sole discretion, (ii)&nbsp;the entire amount of the Placement Shares have been sold, (iii)&nbsp;in accordance with the notice requirements set forth in
<U>Section</U><U></U><U>&nbsp;4</U>, the Company suspends or terminates the Placement Notice for any reason, in its sole discretion, (iv)&nbsp;the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated
Placement Notice, or (v)&nbsp;this Agreement has been terminated under the provisions of <U>Section</U><U></U><U>&nbsp;11</U>. The amount of any discount, commission or other compensation to be paid by the Company to the Agents in connection with
the sale of the Placement Shares shall be calculated in accordance with the terms set forth in <B><U>Schedule 3</U></B><B>.</B> It is expressly acknowledged and agreed that neither the Company nor the Agents will have any obligation whatsoever with
respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Cowen and Cowen does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein
and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;<U>Sale of Placement Shares by the Agents.</U> Subject to the terms and conditions herein set forth, upon the Company&#146;s delivery
of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Cowen, as the Agent executing the sales order, for the period
specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange
(&#147;<B><U>NYSE</U></B>&#148;) to sell such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Cowen will provide written confirmation to the Company (including by email correspondence
to each of the individuals of the Company set forth on <B><U>Schedule 2</U></B>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of
the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement
Shares sold, and the Net Proceeds (as defined below) payable to the Company. In the event the Company intends to conduct a sale of Placement Shares that would constitute a &#147;block&#148; within the meaning of Rule
<FONT STYLE="white-space:nowrap">10b-18(a)(5)</FONT> under the Exchange Act (a &#147;<B><U>Block Sale</U></B>&#148;), the Company will provide the Agents, at Cowen&#146;s request and upon reasonable advance notice to the Company, on or prior to the
Settlement Date (as defined below), the opinions of counsel, accountant&#146;s letter and officers&#146; certificates set forth in <U>Section</U><U></U><U>&nbsp;8</U> hereof, each dated the Settlement Date, and such other documents and information
as Cowen shall reasonably request. Cowen may sell Placement Shares by any method permitted by law deemed to be an &#147;at the market&#148; offering as defined in Rule 415 of the Securities Act, including without limitation sales made through NYSE
or on any other existing trading market for the Common Stock. Cowen shall not purchase Placement Shares for its own account as principal unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees
that (i)&nbsp;there can be no assurance that Cowen will be successful in selling Placement Shares, and (ii)&nbsp;the Agents will incur no liability or obligation to the Company or any other person or entity if they do not sell Placement Shares for
any reason other than a failure by Cowen to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares as required under this <U>Section</U><U></U><U>&nbsp;3</U>. For the purposes
hereof, &#147;<B><U>Trading Day</U></B>&#148; means any day on which the Company&#146;s Common Stock is purchased and sold on the principal market on which the Common Stock is listed or quoted. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 3 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or
request the offer or sale, of any Placement Shares pursuant to this Agreement and, by notice to Cowen given by telephone (confirmed promptly by email), shall cancel any instructions for the offer or sale of any Placement Shares, and the Agents shall
not be obligated to offer or sell any Placement Shares, (i)&nbsp;during any period in which the Company is in possession of material <FONT STYLE="white-space:nowrap">non-public</FONT> information, or (ii)&nbsp;at any time from and including the date
on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (an &#147;<B><U>Earnings Announcement</U></B>&#148;) through and including the time that the
Company files a Quarterly Report on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> or an Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> that includes consolidated financial statements as of and for the same period or periods,
as the case may be, covered by such Earnings Announcement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;<U>Suspension of Sales</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;The Company or Cowen (on behalf of the Agents) may, upon notice to the other party in writing (including by email
correspondence to each of the individuals of the other party set forth on <B><U>Schedule 2</U></B>, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by
telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on <B><U>Schedule 2</U></B>), suspend any sale of Placement Shares; <I>provided, however</I>, that
such suspension shall not affect or impair either party&#146;s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this
<U>Section</U><U></U><U>&nbsp;4</U> shall be effective against the other unless it is made to one of the individuals named on <B><U>Schedule 2</U></B> hereto, as such schedule may be amended from time to time. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;If either Cowen (on behalf of the Agents) or the Company has reason to believe that the exemptive provisions set forth
in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Common Stock, it shall promptly notify the other party, and Cowen (on behalf of the Agents) may, at its sole discretion, suspend sales of the Placement
Shares under this Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;Notwithstanding any other provision of this Agreement, during any period in which
the Registration Statement is no longer effective under the Securities Act, the Company shall promptly notify the Agents, the Company shall not request the sale of any Placement Shares, and the Agents shall not be obligated to sell or offer to sell
any Placement Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;<U>Settlement.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;<U>Settlement of Placement Shares</U>. Unless otherwise specified in the applicable Placement Notice, settlement for
sales of Placement Shares will occur on the second (2<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP>) Trading Day (or such earlier day as is industry practice for <FONT STYLE="white-space:nowrap">regular-way</FONT> trading) following the
date on which such sales are made (each, a &#147;<B><U>Settlement Date</U></B>&#148; and the first such settlement date, the &#147;<B><U>First Delivery Date</U></B>&#148;). The amount of proceeds to be delivered to the Company on a Settlement Date
against receipt of the Placement Shares sold (the &#147;<B><U>Net Proceeds</U></B>&#148;) will be equal to the aggregate sales price received by the Agents at which such Placement Shares were sold, after deduction for (i)&nbsp;the Agents&#146;
commission, discount or other compensation for such sales payable by the Company pursuant to <U>Section</U><U></U><U>&nbsp;2</U> hereof, (ii)&nbsp;any other amounts due and payable by the Company to the Agents hereunder pursuant to
<U>Section</U><U></U><U>&nbsp;7(g)</U> (Expenses) hereof, and (iii)&nbsp;any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales; provided that Cowen shall promptly notify the Company if the
calculation of any Net Proceeds reflects deductions pursuant to clauses (ii)&nbsp;or (iii). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;<U>Delivery of Placement Shares</U>. On or before each Settlement
Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting Cowen&#146;s or its designee&#146;s account (provided Cowen shall have given the Company written notice of such
designee prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely
tradeable, transferable, registered shares in good deliverable form. On each Settlement Date, Cowen will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company
agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in <U>Section</U><U></U><U>&nbsp;9(a)</U> (Indemnification and Contribution) hereto, it will (i)&nbsp;hold the Agents harmless against any loss, claim, damage, or reasonable and documented expense (including reasonable legal fees and
expenses), as incurred, arising out of or in connection with such default by the Company and (ii)&nbsp;pay to the Agents any commission, discount, or other compensation to which they would otherwise have been entitled absent such default. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;<U>Representations and Warranties of the Company</U>. The Company represents and warrants to, and agrees with, the Agents that as of
(i)&nbsp;the date of this Agreement, (ii)&nbsp;each Time of Sale (as defined below), (iii) each Settlement Date, and (iv)&nbsp;each Bring-Down Date (as defined below) (each date included in (i)&nbsp;through (iv), a &#147;<B><U>Representation
Date</U></B>&#148;): </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;<U>Registration Statement and Prospectus</U>. The transactions contemplated by this
Agreement meet the requirements for and comply with the conditions for the use of <FONT STYLE="white-space:nowrap">Form&nbsp;S-3</FONT> under the Securities Act. The Registration Statement will be filed with the Commission and will be automatically
effective upon filing under the Securities Act. The Prospectus Supplement will name the Agents as the agents, including naming Cowen as the sole Agent executing sales orders, in the section entitled &#147;Plan of Distribution.&#148; The Company has
not received, and has no notice of, any order of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and sale of
Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed, as applicable. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements that will
be filed with the Commission and all documents being incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to the Agents and their
counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection
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with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus (as defined below) relating to the Placement
Shares to which the Agents have consented, which consent will not be unreasonably withheld or delayed, or that is required by applicable law or the listing maintenance requirements of the Exchange. The Common Stock is currently quoted on the
Exchange under the trading symbol &#147;ASPN.&#148; At the time of filing the Registration Statement, (ii)&nbsp;at the time of the most recent amendment thereto for the purposes of complying with Section&nbsp;10(a)(3) of the 1933 Act (whether such
amendment was by post-effective amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this
clause only, of Rule 163(c) of the 1933 Act) made any offer relating to the Placement Shares in reliance on the exemption of Rule 163 of the 1933 Act, and (iv)&nbsp;as of the date hereof, the Company was and is a &#147;well known seasoned
issuer&#148; as defined in Rule 405 of the 1933 Act. The Registration Statement is an &#147;automatic shelf registration statement,&#148; as defined in Rule 405 of the 1933 Act, that shall automatically become effective not more than three years
prior to the date hereof. The Company has not, in the 12&nbsp;months preceding the date hereof, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. To
the Company&#146;s knowledge, it is in compliance with all such listing and maintenance requirements. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;<U>No
Misstatement or Omission</U>. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or
becomes effective, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and
supplement thereto, on the date thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated by reference therein will not, when filed with
the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under which they were made,
not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company by the Agents specifically for use in the preparation thereof.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;<U>Conformity with Securities Act and Exchange Act</U>. The Registration Statement, the Prospectus, any Issuer
Free Writing Prospectus or any amendment or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities Act or the Exchange Act or became or become effective under the Securities
Act, as the case may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;<U>Financial Information</U>. The consolidated financial statements of the Company included or incorporated by
reference in the Registration Statement and the Prospectus, </P>
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together with the related notes and schedules, present fairly, in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates
indicated and the consolidated results of operations, cash flows and changes in stockholders&#146; equity of the Company and the Subsidiaries for the periods specified (subject, in the case of unaudited statements, to normal <FONT
STYLE="white-space:nowrap">year-end</FONT> audit adjustments which will not be material, either individually or in the aggregate) and have been prepared in compliance with the published requirements of the Securities Act and Exchange Act, as
applicable and as in effect at the time of filing, and in conformity with generally accepted accounting principles in the United States (&#147;<U>GAAP</U>&#148;) as in effect at the time of filing applied on a consistent basis (except (i)&nbsp;for
such adjustments to accounting standards and practices as are noted therein and (ii)&nbsp;in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) during the periods involved;
the other financial and statistical data with respect to the Company and the Subsidiaries contained or incorporated by reference in the Registration Statement and the Prospectus, are accurately and fairly presented in all material respects and
prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration
Statement, or the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off balance sheet obligations),
not described in the Registration Statement, and the Prospectus which are required to be described in the Registration Statement or Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement and the
Prospectus, if any, regarding &#147;non-GAAP financial measures&#148; (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation <FONT
STYLE="white-space:nowrap">S-K</FONT> under the Securities Act, to the extent applicable. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;<U>Conformity with
EDGAR Filing; XBRL</U>. The Company has delivered to each Agent one complete copy of the Registration Statement and a copy of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement
(without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as each Agent has reasonably requested. The Prospectus delivered to the Agents for use in connection with the sale of the Placement Shares
pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation <FONT STYLE="white-space:nowrap">S-T.</FONT> The
interactive data in eXtensible Business Reporting Language included or incorporated by reference in each Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance with the
Commission&#146;s rules and guidelines applicable thereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;<U>Distribution of Offering Material By the
Company</U>. The Company has not distributed and will not distribute, prior to the completion of the Agent&#146;s distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares other than
the Prospectus or the Registration Statement. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;<U>Organization</U>. The Company and any subsidiary that is a
significant subsidiary (as such term is defined in Rule <FONT STYLE="white-space:nowrap">1-02</FONT> of Regulation <FONT STYLE="white-space:nowrap">S-X</FONT> promulgated by the Commission) (each, a &#147;<U>Subsidiary</U>,&#148; collectively, the
&#147;<U>Subsidiaries</U>&#148;), are, and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or
qualified as a foreign corporation to do business and are in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or
qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except, in each case, where the
failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, be reasonably likely to have a material adverse effect on the assets, business, operations, earnings, properties, condition
(financial or otherwise), prospects, stockholders&#146; equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a &#147;<U>Material Adverse
Effect</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;<U>Subsidiaries</U>. As of the date hereof, the Company&#146;s only Subsidiaries are set forth
on <U>Exhibit 21.1 of the Company&#146;s Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> most recently filed with the Commission</U>. The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free
and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar
rights. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;<U>No Violation or Default</U>. Neither the Company nor any Subsidiary is (i)&nbsp;in violation of its
charter or <FONT STYLE="white-space:nowrap">by-laws</FONT> or similar organizational documents; (ii)&nbsp;in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or
observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other similar material agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any
Subsidiary is bound or to which any of the property or assets of the Company or any Subsidiary is subject; or (iii)&nbsp;in violation of any law or statute or any judgment, order, decree, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of each of clauses (ii)&nbsp;and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. To the Company&#146;s knowledge, no other
party under any material contract or other material agreement to which it or any Subsidiary is a party is in default in any respect thereunder where such default would have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;<U>No Material Adverse Effect</U>. Since the date of the most recent financial statements of the Company included or
incorporated by reference in the Registration Statement and Prospectus, there has not been (i)&nbsp;any Material Adverse Effect, or any development that would result in a Material Adverse Effect, (ii)&nbsp;any transaction which is material to the
Company and the Subsidiaries taken as a whole, (iii)&nbsp;any obligation or liability, direct or contingent (including any <FONT STYLE="white-space:nowrap">off-balance</FONT> sheet obligations), incurred by the Company or the Subsidiaries, which is
material to the Company and the Subsidiaries taken as a whole, (iv)&nbsp;any material change in the capital stock (other than (A)&nbsp;the grant of additional options under the Company&#146;s existing stock option plans, (B)&nbsp;changes in the
number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities </P>
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exercisable for, or convertible into, Common Stock outstanding on the date hereof, (C)&nbsp;as a result of the issuance of Placement Shares, (D)&nbsp;any repurchases of capital stock of the
Company, (E)&nbsp;as described in a proxy statement filed on Schedule 14A or a Registration Statement on Form <FONT STYLE="white-space:nowrap">S-4,</FONT> or (F)&nbsp;otherwise publicly announced) or outstanding long-term indebtedness of the Company
or the Subsidiaries or (v)&nbsp;any dividend or distribution of any kind declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of business or as otherwise disclosed in the
Registration Statement or Prospectus (including any document incorporated by reference therein). There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration
Statement or included in the offering contemplated by this Agreement, except for such rights as have been duly waived. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;<U>Capitalization</U>. The issued and outstanding shares of capital stock of the Company have been validly issued, are
fully paid and <FONT STYLE="white-space:nowrap">non-assessable</FONT> and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has
an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i)&nbsp;the grant of additional options, shares and other equity incentives under the
Company&#146;s existing equity incentive plans, (ii)&nbsp;changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise, conversion or vesting of securities exercisable for, convertible into or
vesting into Common Stock outstanding on the date hereof or issued thereafter pursuant to clause (i)&nbsp;above, (iii) as a result of the issuance of Placement Shares, or (iv)&nbsp;any repurchases of capital stock of the Company) and such authorized
capital stock conforms in all material respects to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in
all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus, the Company did not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations
convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;<U><FONT STYLE="white-space:nowrap">S-3</FONT> Eligibility</U>. At the time the Registration Statement becomes
effective, and at the time the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form <FONT
STYLE="white-space:nowrap">S-3</FONT> under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form <FONT STYLE="white-space:nowrap">S-3,</FONT> if applicable. As of the&nbsp;close of trading on the Exchange on March 1,
2022, the aggregate market value&nbsp;of the outstanding voting and <FONT STYLE="white-space:nowrap">non-voting</FONT> common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144
of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, the Company)&nbsp;(the &#147;<U><FONT STYLE="white-space:nowrap">Non-Affiliate</FONT>
Shares</U>&#148;), was approximately $823.2 million (calculated by multiplying (x)&nbsp;the price at which the common equity of the Company was last sold on the Exchange on December&nbsp;31, 2021 times (y)&nbsp;the number of <FONT
STYLE="white-space:nowrap">Non-Affiliate</FONT> Shares). </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;<U>Authorization; Enforceability</U>. The Company has full legal
right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except to the extent that (i)&nbsp;enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#146; rights generally and by
general equitable principles and (ii)&nbsp;the indemnification and contribution provisions of <U>Section</U><U></U><U>&nbsp;11</U> hereof may be limited by federal or state securities laws and public policy considerations in respect thereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;<U>Authorization of Placement Shares</U>. The Placement Shares, when issued and delivered pursuant to the terms
approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and
nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim (other than any pledge, lien, encumbrance, security interest or other claim arising from an act or omission of an Agent or a purchaser), including any
statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section&nbsp;12 of the Exchange Act. The Placement Shares, when issued, will conform in all material
respects to the description thereof set forth in or incorporated into the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;<U>No Consents
Required</U>. No consent, approval, authorization, order, permit, certification, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority having jurisdiction over the Company is required for the
execution, delivery and performance by the Company of this Agreement, and the issuance and sale by the Company of the Placement Shares as contemplated hereby, except for such consents, approvals, authorizations, orders and registrations or
qualifications (i)&nbsp;as may be required under applicable state securities laws or by the <FONT STYLE="white-space:nowrap">by-laws</FONT> and rules of the Financial Industry Regulatory Authority (&#147;<U>FINRA</U>&#148;) or the Exchange,
including any notices that may be required by the Exchange, in connection with the sale of the Placement Shares by the Agents and (ii)&nbsp;as have been previously obtained by the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p)&nbsp;<U>No Preferential Rights</U>. (i)&nbsp;No person, as such term is defined in Rule
<FONT STYLE="white-space:nowrap">1-02</FONT> of Regulation <FONT STYLE="white-space:nowrap">S-X</FONT> promulgated under the Securities Act (each, a &#147;<U>Person</U>&#148;), has the right, contractual or otherwise, to cause the Company to issue
or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from
time to time under the Company&#146;s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a &#147;poison pill&#148; provision or otherwise) to purchase any Common Stock or
shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii)&nbsp;no Person has the right to act as an underwriter, agent or as a
financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv)&nbsp;no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of
any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q)&nbsp;<U>Independent Public Accountant</U>. KPMG LLP (the
&#147;<U>Accountant</U>&#148;), whose report on the consolidated financial statements of the Company is filed with the Commission as part of the Company&#146;s most recent Annual Report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> filed with
the Commission and incorporated into the Registration Statement, are and, during the periods covered by their report, were independent public accountants within the meaning of the Securities Act and the Public Company Accounting Oversight Board
(United States). To the Company&#146;s knowledge, the Accountant is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the &#147;<U>Sarbanes-Oxley Act</U>&#148;) with respect to the Company. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r)&nbsp;<U>Enforceability of Agreements</U>. All agreements between the Company and third parties expressly referenced in the
Registration Statement or the Prospectus, other than such agreements that have expired by their terms or whose termination is disclosed in documents filed by the Company on EDGAR, are legal, valid and binding obligations of the Company and, to the
Company&#146;s knowledge, enforceable in accordance with their respective terms, except to the extent that (i)&nbsp;enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors&#146; rights
generally and by general equitable principles and (ii)&nbsp;the indemnification provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof, and except for any
unenforceability that, individually or in the aggregate, would not have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s)&nbsp;<U>No
Litigation</U>. Except as disclosed in the Registration Statement and the Prospectus, there are no legal or governmental proceedings pending or threatened to which the Company or any Subsidiary is a party or to which any of the properties of the
Company or any Subsidiary is subject (i)&nbsp;other than proceedings that would not, if determined adversely to the Company or any Subsidiary, have a Material Adverse Effect on the Company and its subsidiaries, taken as a whole, or on the power or
ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Prospectus or (ii)&nbsp;that are required to be described in the Registration Statement or the Prospectus and are not so
described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or
filed as required. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)&nbsp;<U>Licenses and Permits</U>. The Company and the Subsidiaries possess or have obtained, all
licenses, certificates, consents, orders, approvals, permits, registrations, qualifications and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or
regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as currently conducted, as described in the Registration Statement and the Prospectus (the
&#147;<U>Permits</U>&#148;), except where the failure to possess, obtain or make the same would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received written notice of any
proceeding relating to revocation or modification of any such Permit, except where the failure to obtain any such renewal would not, individually or in the aggregate, have a Material Adverse Effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u)&nbsp;<U>No Material Defaults</U>. Neither the Company nor any Subsidiary
has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. The Company has not filed a report pursuant
to Section&nbsp;13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form <FONT STYLE="white-space:nowrap">10-K,</FONT> indicating that it (i)&nbsp;has failed to pay any dividend or sinking fund installment on preferred
stock or (ii)&nbsp;has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;<U>Certain Market Activities</U>. Neither the Company, nor any Subsidiary, nor, to the knowledge of the Company, any
of their respective directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that has constituted or would cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the
price of any security of the Company to facilitate the sale or resale of the Placement Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)<U>&nbsp;Broker/Dealer
Relationships</U>. Neither the Company nor any Subsidiary or any related entities (i)&nbsp;is required to register as a &#147;broker&#148; or &#147;dealer&#148; in accordance with the provisions of the Exchange Act or (ii)&nbsp;directly or
indirectly through one or more intermediaries, controls or is a &#147;person associated with a member&#148; or &#147;associated person of a member&#148; (within the meaning set forth in the FINRA Manual). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x)&nbsp;<U>No Reliance</U>. The Company has not relied upon the Agents or legal counsel for the Agents for any legal, tax or
accounting advice in connection with the offering and sale of the Placement Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y)&nbsp;<U>Taxes</U>. The Company and
the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in
good faith, except where the failure to do so would not have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company
or any Subsidiary which has had, or have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted
or threatened against it which have a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z)&nbsp;<U>Title to Real and Personal Property.</U> Except
as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries have good and valid title in fee simple to all items of real property and good and valid title to all personal property described in the Registration
Statement or Prospectus as being owned by them that are material to the businesses of the Company or such Subsidiary, in each case free and clear of all liens, encumbrances and claims, except those that (i)&nbsp;do not materially interfere with the
use made and proposed to be made of such property by the Company and the Subsidiaries or (ii)&nbsp;would not, individually or in the aggregate, have a Material Adverse Effect. Any real property described in the Registration Statement or Prospectus
as being leased by the Company and the Subsidiaries is held by them under valid, existing and enforceable leases, except those that (A)&nbsp;do not materially interfere with the use made or proposed to be made of such property by the Company or the
Subsidiaries or (B)&nbsp;would not, individually or in the aggregate, have a Material Adverse Effect. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa)<U>&nbsp;Intellectual Property.</U> The Company and the Subsidiary own
or possess adequate and valid right to use all patents, patents issued under patent applications, trademarks (both registered and unregistered), trade names, trademark registrations, service marks, service mark registrations, Internet domain name
registrations, copyrights, copyright registrations, licenses and <FONT STYLE="white-space:nowrap">know-how</FONT> (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures)
(collectively, the &#147;<U>Intellectual Property</U>&#148;), necessary for the conduct of their respective businesses as conducted as of the date hereof, except to the extent that the failure to own or possess adequate rights to use such
Intellectual Property would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus, the Company and the Subsidiaries have not received any
written notice of any claim of infringement which asserted Intellectual Property rights of others, which infringement, if the subject of an unfavorable decision, would result in a Material Adverse Effect. Except as disclosed in the Registration
Statement and the Prospectus, there are no pending, or to the Company&#146;s knowledge, threatened judicial proceedings or interference proceedings challenging the Company&#146;s or any Subsidiary&#146;s rights in or to or the validity of the scope
of any of the Company&#146;s or its Subsidiaries&#146; patents, trademarks, other intellectual property or proprietary information, which proceedings, if decided adversely for the Company or its Subsidiaries, would result in a Material Adverse
Effect. Except as disclosed in the Registration Statement and the Prospectus, no other entity or individual has any right or claim in any of the Company&#146;s or any of its Subsidiary&#146;s patents, patent applications or any patent to be issued
therefrom that are necessary for the conduct of the Company&#146;s and its Subsidiaries&#146; businesses and proposed businesses by virtue of any contract, license or other agreement entered into between such entity or individual and the Company or
any Subsidiary or by any non-contractual obligation, other than by written licenses or other written agreements to which the Company or any Subsidiary is a party. Except as disclosed in the Registration Statement and the Prospectus, the Company has
not received any written notice of any claim challenging the rights of the Company or its Subsidiaries in or to any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary which claim, if the subject of an unfavorable
decision, would result in a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb)<U>&nbsp;Compliance with Applicable Laws</U>. The Company has not
been advised, and has no reason to believe, that it and each of its Subsidiaries are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure
to be so in compliance would not result in a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc)<U>&nbsp;Environmental Laws</U>. Except as
otherwise described in the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Effect (i)&nbsp;neither the Company nor any Subsidiaries is in violation of any federal, state, local or foreign law or
regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and
regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, &#147;<B><U>Materials of
Environmental Concern</U></B>&#148;), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, &#147;<B><U>Environmental
Laws</U></B>&#148;), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or the Subsidiaries under applicable Environmental
Laws, or noncompliance with the terms and conditions thereof, nor has the </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 13 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Company or any Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its
Subsidiaries is in violation of any Environmental Law; (ii)&nbsp;there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no
written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys&#146; fees or penalties arising out
of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its Subsidiaries, now or in the past (collectively,
&#147;<B><U>Environmental Claims</U></B>&#148;), pending or, to the Company&#146;s knowledge, threatened against the Company or any of its Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its
Subsidiaries has retained or assumed either contractually or by operation of law; and (iii)&nbsp;to the Company&#146;s knowledge, there are no present actions, activities, circumstances, conditions, events or incidents, including, without
limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the
Company or any of its Subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd)&nbsp;<U>Disclosure Controls</U>. The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i)&nbsp;transactions are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions are recorded as necessary to permit preparation of financial statements in conformity with
GAAP and to maintain asset accountability; (iii)&nbsp;access to assets is permitted only in accordance with management&#146;s general or specific authorization; and (iv)&nbsp;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 is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Registration
Statement or the Prospectus). Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company&#146;s internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, the Company&#146;s internal control over financial reporting (other than as set forth in the Registration Statement or the Prospectus). The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules <FONT STYLE="white-space:nowrap">13a-15</FONT> and <FONT STYLE="white-space:nowrap">15d-15)</FONT> that comply with the requirements of the Exchange Act. The Company&#146;s certifying officers have evaluated the
effectiveness of the Company&#146;s controls and procedures as of a date within 90 days prior to the filing date of the Form <FONT STYLE="white-space:nowrap">10-K</FONT> for the fiscal year most recently ended (such date, the &#147;<U>Evaluation
Date</U>&#148;). The Company presented in its <FONT STYLE="white-space:nowrap">Form&nbsp;10-K</FONT> for the fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
based on their evaluations as of the most recent Evaluation Date, and the &#147;disclosure controls and procedures&#148; are effective. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee)&nbsp;<U>Sarbanes-Oxley Act</U>. There is and has been no failure on the
part of the Company or, to the knowledge of the Company, any of the Company&#146;s directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules and
regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company as
applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission during
the past 12 months. For purposes of the preceding sentence, &#147;principal executive officer&#148; and &#147;principal financial officer&#148; shall have the meanings given to such terms in the Exchange Act Rules
<FONT STYLE="white-space:nowrap">13a-15</FONT> and <FONT STYLE="white-space:nowrap">15d-15.</FONT> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff)<U>&nbsp;Finder&#146;s Fees</U>. Neither the Company nor any Subsidiary has incurred any liability for any finder&#146;s
fees, agency or brokerage commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to the Agents pursuant to this Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg)&nbsp;<U>Labor Disputes</U>. 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&#146;s or its Subsidiaries&#146; employees is a member of a union that relates to such employee&#146;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 <FONT
STYLE="white-space:nowrap">or&nbsp;non-competition</FONT> 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. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh)&nbsp;<U>Investment Company Act</U>. Neither the Company nor any Subsidiary is or, after giving effect to the offering and
sale of the Placement Shares, will be required to register as an &#147;investment company&#148; or an entity &#147;controlled&#148; by an &#147;investment company,&#148; as such terms are defined in the Investment Company Act of 1940, as amended
(the &#147;<U>Investment Company Act</U>&#148;). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;<U>No Prohibition on Dividends or Distributions.</U> Except as
disclosed in the Registration Statement and the Prospectus, none of the Subsidiaries is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying any dividends to the
Company, from making any other distribution on such Subsidiary&#146;s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring any of such Subsidiary&#146;s properties or assets to
the Company or any other Subsidiary of the Company; </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 15 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj)&nbsp;<U>Operations</U>. The operations of the Company and the
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, the money laundering statutes of all
jurisdictions to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction
over the Company (collectively, the &#147;<U>Money Laundering Laws</U>&#148;), except where the failure to be in such compliance would not result in a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk)&nbsp;<U><FONT STYLE="white-space:nowrap">Off-Balance</FONT> Sheet Arrangements</U>. There are no transactions,
arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or limited
purpose entity (each, an &#147;<U>Off Balance Sheet Transaction</U>&#148;) that would affect materially the Company&#146;s liquidity or the availability of or requirements for its capital resources, including those Off Balance Sheet Transactions
described in the Commission&#146;s Statement about Management&#146;s Discussion and Analysis of Financial Conditions and Results of Operations (Release Nos. <FONT STYLE="white-space:nowrap">33-8056;</FONT>
<FONT STYLE="white-space:nowrap">34-45321;</FONT> <FONT STYLE="white-space:nowrap">FR-61),</FONT> required to be described in the Registration Statement or the Prospectus which have not been described as required. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ll)&nbsp;<U>Underwriter Agreements</U>. The Company is not a party to any agreement with an agent or underwriter for any other
&#147;at the market&#148; or continuous equity transaction. No third party has a preferential right, right of first refusal, right of first offer or other right to act as agent or broker in connection with, or otherwise participate in, the sale of
the Placement Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(mm)<U>&nbsp;ERISA</U>. To the knowledge of the Company, (i)&nbsp;each material employee benefit
plan, within the meaning of Section&nbsp;3(3) of the Employee Retirement Income Security Act of 1974, as amended (&#147;<U>ERISA</U>&#148;) that is maintained, administered or contributed to by the Company or any of its affiliates for employees or
former employees of the Company and the Subsidiaries has been maintained in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal
Revenue Code of 1986, as amended (the &#147;<U>Code</U>&#148;); (ii) no prohibited transaction, within the meaning of Section&nbsp;406 of ERISA or Section&nbsp;4975 of the Code, has occurred which would result in a material liability to the Company
with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and (iii)&nbsp;for each such plan that is subject to the funding rules of Section&nbsp;412 of the Code or Section&nbsp;302 of ERISA,
no &#147;accumulated funding deficiency&#148; as defined in Section&nbsp;412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid
contributions) equals or exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions, other than, in the case of (i), (ii) and (iii)&nbsp;above, as would not have a Material Adverse Effect.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(nn)&nbsp;<U>Forward-Looking Statements</U>. No forward-looking statement (within the meaning of Section&nbsp;27A of the
Securities Act and Section&nbsp;21E of the Exchange Act) (a&nbsp;&#147;<U>Forward-Looking </U><U>Statement</U>&#148;) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable basis or has been
disclosed other than in good faith. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(oo)&nbsp;<U>Statistical and Market-Related Data</U>. All statistical and
market related data included in the Registration Statement and the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable and accurate, and such data agree with the sources from which they
are derived, and, to the extent required, the Company has obtained the written consent to the use of such data from such sources. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(pp)&nbsp;<U>Margin Rules</U>. Neither the issuance, sale and delivery of the Placement Shares nor the application of the
proceeds thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(qq)&nbsp;<U>Insurance</U>. Except as otherwise described in the Prospectus, each of the Company and the Subsidiaries are
insured by insurers of recognized financial responsibility with policies in such amounts and with such deductibles and covering such risks as are generally deemed prudent and customary for the business for which it is engaged including, but not
limited to, policies covering real and personal property owned or leased by the Company and the Subsidiaries against theft, damage, destruction, acts of vandalism and earthquakes. The Company has no reason to believe that it or any Subsidiary will
not be able (i)&nbsp;to renew its existing insurance coverage as and when such policies expire or (ii)&nbsp;to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a
cost that would not result in a Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(rr)&nbsp;<U>No Improper Practices</U>. (i)&nbsp;Neither the
Company nor, to the Company&#146;s knowledge, the Subsidiaries, nor to the Company&#146;s knowledge, any of their respective executive officers has, in the past five years, made any unlawful contributions to any candidate for any political office
(or failed fully to disclose any contribution in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged with similar public or
quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus; (ii)&nbsp;no relationship, direct or indirect, exists between or among the Company or, to the Company&#146;s knowledge, the Subsidiaries or any
affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company or, to the Company&#146;s knowledge, the Subsidiaries, on the other hand, that is required by the Securities Act to be described in the
Registration Statement and the Prospectus that is not so described; (iii)&nbsp;no relationship, direct or indirect, exists between or among the Company or the Subsidiaries or any affiliate of them, on the one hand, and the directors, officers,
stockholders or directors of the Company or, to the Company&#146;s knowledge, the Subsidiaries, on the other hand, that is required by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described;
(iv)&nbsp;there are no material outstanding loans or advances or material guarantees of indebtedness by the Company or, to the Company&#146;s knowledge, the Subsidiaries to or for the benefit of any of their respective officers or directors or any
of the members of the families of any of them; and (v)&nbsp;the Company has not offered, or caused any placement agent to offer, Common Stock to any person with the intent to influence unlawfully (A)&nbsp;a customer or supplier of the Company or the
Subsidiaries to alter the customer&#146;s or supplier&#146;s level or type of business with the Company or the Subsidiaries or (B)&nbsp;a trade journalist </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 17 - </P>

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or publication to write or publish favorable information about the Company or the Subsidiaries or any of their respective products or services, and, (vi)&nbsp;neither the Company nor the
Subsidiaries nor, to the Company&#146;s knowledge, any employee or agent of the Company or the Subsidiaries has made any payment of funds of the Company or the Subsidiaries or received or retained any funds in violation of any law, rule or
regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds is of a character required to be disclosed in the Registration Statement or the Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ss)&nbsp;<U>Status Under the Securities Act</U>. The Company was not and is not an ineligible issuer as defined in Rule 405
under the Securities Act at the times specified in Rules&nbsp;164 and 433 under the Securities Act in connection with the offering of the Placement Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(tt)&nbsp;<U>No Misstatement or Omission in an Issuer Free Writing Prospectus</U>. Each Issuer Free Writing Prospectus, as of
its issue date, as of each Bring-Down Date (as defined in Section&nbsp;7(m) and each time of sale of Placement Shares pursuant to this Agreement, did not, does not and will not, through the completion of the Placement or Placements for which such
Issuer Free Writing Prospectus is issued, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part
thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the
Agents specifically for use therein. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(uu)&nbsp;<U>No Conflicts</U>. Neither the execution of this Agreement, nor the
issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will
result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to the terms of any contract or other agreement or understanding to which the Company may be bound or to which any of the property or assets of the Company is subject, except (i)&nbsp;such conflicts, breaches or defaults as may have
been waived and (ii)&nbsp;such conflicts, breaches and defaults that would not have a Material Adverse Effect or interfere with the Company&#146;s ability to perform its obligations under this Agreement or to consummate the transactions contemplated
by the Prospectus; nor will such action result (x)&nbsp;in any violation of the provisions of the organizational or governing documents of the Company, or (y)&nbsp;in any material violation of the provisions of any statute or any order, rule or
regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or other government body having jurisdiction over the Company, except where such violation would not have a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vv)&nbsp;<U>OFAC</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(i) Neither the Company nor any Subsidiary (collectively, the &#147;<U>Entity</U>&#148;) nor, to the Company&#146;s knowledge,
any director, officer, employee, agent, affiliate or representative of the Entity, is a government, individual, or entity (in this paragraph (ss), &#147;<U>Person</U>&#148;) that is, or is owned or controlled by a Person that is: </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 18 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) the subject of any sanctions administered or enforced by the U.S.
Department of Treasury&#146;s Office of Foreign Assets Control (&#147;<U>OFAC</U>&#148;), the United Nations Security Council (&#147;<U>UNSC</U>&#148;), the European Union (&#147;<U>EU</U>&#148;), Her Majesty&#146;s Treasury
(&#147;<U>HMT</U>&#148;), or other relevant sanctions authority (collectively, &#147;<U>Sanctions</U>&#148;), nor </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b)
located, organized or resident in a country or territory that is the subject of Sanctions or a U.S. government embargo (including, without limitation, Cuba, Iran, North Korea, Sudan, Syria, the <FONT STYLE="white-space:nowrap">so-called</FONT>
Donetsk People&#146;s Republic, the <FONT STYLE="white-space:nowrap">so-called</FONT> Lugansk Republic and the Crimea Republic of Ukraine). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(ii) The Entity will not, directly or indirectly, knowingly use the proceeds of the offering, or lend, contribute or otherwise
make available such proceeds to any subsidiary, joint venture partner or other Person: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(a) to fund or facilitate any
activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(b) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the
offering, whether as underwriter, advisor, investor or otherwise). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:9%; font-size:10pt; font-family:Times New Roman">(iii) The Entity represents and covenants that, except
as detailed in the Registration Statement and the Prospectus, for the past five (5)&nbsp;years, it has not knowingly engaged in and is not now knowingly engaged in any dealing or transactions with any Person, or in any country or territory, that at
the time of the dealing or transaction is or was the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government embargo. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ww)<U>&nbsp;Foreign Corrupt Practices Act</U>. Neither the Company nor any Subsidiary nor, to the Company&#146;s knowledge,
any director, officer, agent, employee or affiliate of the Company and its Subsidiaries or any other person acting on behalf of the Company or any Subsidiary, has, directly or indirectly, given or agreed to give any money, gift or similar benefit
(other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government
(domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder the business of the Company or any Subsidiary (or assist the Company or any Subsidiary
in connection with any actual or proposed transaction) that (i)&nbsp;would subject the Company or any Subsidiary to any damage or penalty in any civil, criminal or governmental litigation or proceeding, (ii)&nbsp;if not given in the past, would have
had a Material Adverse Effect; (iii)&nbsp;if not continued in the future, would result in a Material Adverse Effect. Each of the Company and each Subsidiary has taken reasonable steps to ensure that its accounting controls and procedures are
sufficient to cause the Company and each Subsidiary to comply in all material respects with the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the &#147;<B>FCPA</B>&#148;) or employee;
(iv)&nbsp;violated or is in violation of any provision of the FCPA or any applicable <FONT STYLE="white-space:nowrap">non-U.S.</FONT> anti-bribery statute or regulation; (v)&nbsp;made any bribe, rebate,
</P>
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payoff, influence payment, kickback or other unlawful payment; or (vi)&nbsp;received notice of any investigation, proceeding or inquiry by any Governmental Entity regarding any of the matters in
clauses (i)-(v) above; and the Company and, to the knowledge of the Company, the Company&#146;s affiliates have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to
ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(xx)&nbsp;<U>Stock
Transfer Taxes</U>. On each Settlement Date, all material stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will
have been, fully paid or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with by the Company in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(yy)&nbsp;<U>Related Party Transactions</U>. There are no business relationships or related-party transactions involving the
Company or any Subsidiary or any other person required to be described in the Prospectus pursuant to the Securities Act, which have not been described as required. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(zz)&nbsp;<U>Listing</U>. The Company is subject to and in compliance in all material respects with the reporting requirements
of Section&nbsp;13 or Section&nbsp;15(d) of the Exchange Act. The Common Stock is registered pursuant to Section&nbsp;12(b) or Section&nbsp;12(g) of the Exchange Act and is listed on the <U>NYSE</U>, and the Company has taken no action designed to,
or reasonably likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Exchange, nor has the Company received any notification that the Commission or the NYSE is
contemplating terminating such registration or listing. All of the Placement Shares that have been or may be sold under this Agreement have been approved for listing on the NYSE, subject to official notice of issuance; the Company has taken all
necessary actions to ensure that, upon and at all times after the NYSE shall have approved the Placement Shares for listing, it will be in compliance with all applicable corporate governance requirements set forth in the NYSE&#146;s listing rules
that are then in effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aaa)&nbsp;<U>No Outstanding Loans or Other Indebtedness</U>. Except as described in the
Prospectus, there are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the
Company or any of the members of any of them. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bbb)<U>&nbsp;FINRA Exemption</U>. The Company qualifies as an
&#147;experienced issuer&#148; (within the meaning of FINRA Conduct Rule 5110(j)(6)) for purposes of the exemption from filing under FINRA Conduct Rule 5110(h)(1)(C). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ccc)&nbsp;<U>Privacy Laws</U>. The Company and each of its Subsidiaries are in material compliance with all applicable data
privacy and security laws and regulations; and the Company and each its Subsidiaries have taken necessary actions to comply in all material respects with the European Union General Data Protection Regulation (&#147;<B><U>GDPR</U></B>&#148;) (EU
2016/679) (collectively, &#147;<B><U>Privacy Laws</U></B>&#148;). The Company and each of its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies
and procedures relating to data privacy and security and the collection, storage, </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 20 - </P>

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use, disclosure, handling and analysis of Personal Data (the &#147;<B><U>Policies</U></B>&#148;). The Company provides accurate notice of its Policies to its customers, employees, third party
vendors and representatives. The Policies provide accurate and sufficient notice of the Company&#146;s then-current privacy practices relating to its subject matter and such Policies do not contain any material omissions of the Company&#146;s
then-current privacy practices. &#147;<B><U>Personal Data</U></B>&#148; means (i)&nbsp;a natural person&#146;s name in combination with, street address, telephone number, email address, photograph, social security number or bank information; or (ii)
&#147;personal data&#148; or &#147;personal information&#148; as defined by applicable Privacy Laws. None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or
Policies in any material respect. The execution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor any of its
Subsidiaries, (i)&nbsp;has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to
result in any such notice; (ii)&nbsp;is currently conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii)&nbsp;is a party to any order, decree, or agreement that
imposed any obligation or liability under any Privacy Law. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ddd)<U>&nbsp;IT Systems</U>. (i)&nbsp;Except as otherwise
described in the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Effect, (x)&nbsp;there has been no security breach or attack or other compromise of or relating to any of the Company&#146;s and its
Subsidiaries&#146; information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of the Company
and its Subsidiaries), equipment or technology (&#147;<B><U>IT Systems and Data</U></B>&#148;), and (y)&nbsp;the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be
expected to result in any security breach, attack or compromise to their IT Systems and Data; (ii)&nbsp;the Company and each of its Subsidiaries have complied in all material respects, and are presently in material compliance with, all applicable
laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the security of IT Systems
and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification; and (iii)&nbsp;the Company and each of its Subsidiaries have implemented commercially reasonable backup and disaster recovery
technology. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(eee)<U>&nbsp;Export and Import Laws</U>. Each of the Company and the Subsidiaries, and, to the Company&#146;s
knowledge, each of their affiliates and any director, officer or employee of, or other person associated with or acting on behalf of, the Company has acted at all times in compliance in all material respects with applicable Export and Import Laws
(as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or, to the knowledge of the Company, threatened between the Company or any of the Subsidiaries and any Governmental Authority under any Export or
Import Laws. The term &#147;<B><U>Export and Import Laws</U></B>&#148; means the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, and
all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articles or information from and to the United States of America, and all similar laws and
regulations of any foreign government regulating the provision of services to parties not of the foreign country or the export and import of articles and information from and to the foreign country to parties not of the foreign country. </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 21 - </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Any certificate signed by an officer of the Company and delivered to an Agent or to counsel for the Agents
pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agents as to the matters set forth therein. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Company acknowledges that the Agents and, for purposes of the opinions to be delivered pursuant to <U>Section</U><U></U><U>&nbsp;7</U> hereof, counsel to
the Company and counsel to Agents, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;<U>Covenants of the Company</U>. The Company covenants and agrees with the Agents that: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;<U>Registration Statement Amendments</U>. After the date of this Agreement and during any period in which a Prospectus
relating to any Placement Shares is required to be delivered by the Agents under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule&nbsp;172 under the Securities Act), (i)&nbsp;the Company will
notify the Agents promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the
Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information (insofar as it relates to the transactions contemplated hereby), (ii) the
Company will prepare and file with the Commission, promptly upon an Agent&#146;s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent&#146;s reasonable opinion, may be necessary or advisable in
connection with the distribution of the Placement Shares by the Agents (<I>provided, however</I>, that the failure of an Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Agents&#146;
right to rely on the representations and warranties made by the Company in this Agreement and <I>provided, further</I>, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease
making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the
Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before the filing and the Agents have not reasonably objected thereto (<I>provided,
however</I>, that the failure of an Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent&#146;s right to rely on the representations and warranties made by the Company in this
Agreement and <I>provided, further</I>, that the only remedy the Agents shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish to the Agents at
the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR;
</P>
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(iv) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable
paragraph of Rule 424(b) of the Securities Act, and (v)&nbsp;prior to the termination of this Agreement, the Company will notify the Agents if at any time the Registration Statement shall no longer be effective as a result of the passage of time
pursuant to Rule 415 under the Securities Act or otherwise. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;<U>Notice of Commission Stop Orders</U>. The Company
will advise the Agents, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the
qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any
stop order or to obtain its withdrawal if such a stop order should be issued. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;<U>Delivery of Prospectus;
Subsequent Changes</U>. During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Agents under the Securities Act with respect to a pending sale of the Placement Shares, (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due
dates (taking into account any extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any
other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company
will promptly notify the Agents to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement
or omission or effect such compliance. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;<U>Listing of Placement Shares</U>. During any period in which the
Prospectus relating to the Placement Shares is required to be delivered by an Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule
172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on NYSE and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as the Agents
reasonably designate and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; <I>provided, however,</I> that the Company shall not be required in connection therewith to qualify as a foreign
corporation or dealer in securities or file a general consent to service of process in any jurisdiction. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;<U>Delivery of Registration Statement and Prospectus</U>. The
Company will furnish to the Agents and their counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the
Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission
during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as an Agent may from time to time reasonably request and, at an Agent&#146;s request, will also
furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; <I>provided, however,</I> that the Company shall not be required to furnish any document (other than the Prospectus) to an Agent to the
extent such document is available on EDGAR. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;<U>Earnings Statement</U>. The Company will make generally available
to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company&#146;s current fiscal quarter, an earnings statement covering a <FONT STYLE="white-space:nowrap">12-month</FONT> period that
satisfies the provisions of Section&nbsp;11(a) and Rule 158 of the Securities Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;<U>Expenses</U>. The Company,
whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of <U>Section</U><U></U><U>&nbsp;11</U> hereunder, will pay the following expenses all incident to the
performance of its obligations hereunder, including, but not limited to, expenses relating to (i)&nbsp;the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each
amendment and supplement thereto, (ii)&nbsp;the preparation, issuance and delivery of the Placement Shares, (iii)&nbsp;the qualification of the Placement Shares under securities laws in accordance with the provisions of
<U>Section</U><U></U><U>&nbsp;7(d)</U> of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for the Agents in connection therewith shall be paid by the Agents except as set forth in
(vii)&nbsp;below), (iv) the printing and delivery to the Agents of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (v)&nbsp;the fees and expenses incurred in connection with the listing or qualification of
the Placement Shares for trading on NYSE, (vi)&nbsp;the filing fees and expenses, if any, of the Commission, (vii)&nbsp;the filing fees and associated legal expenses of the Agents&#146; outside counsel for filings with the FINRA Corporate Financing
Department, such legal expense reimbursement not to exceed $15,000 and, (viii)&nbsp;the reasonable fees and disbursements of the Agents&#146; counsel in an amount not to exceed $75,000. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)<U>&nbsp;Use of Proceeds</U>. The Company will use the Net Proceeds as described in the Prospectus in the section entitled
&#147;Use of Proceeds.&#148; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)<U>&nbsp;Notice of Other Sales</U>. During the pendency of any Placement Notice given
hereunder, and for 5 trading days following the termination of any Placement Notice given hereunder, the Company shall provide the Agents notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option
to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or
acquire Common Stock; <I>provided</I>, that such notice shall not be required in connection with the (i)&nbsp;issuance, grant or sale of Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options
or other equity awards pursuant to any stock option, stock bonus or other stock plan or </P>
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arrangement described in the Prospectus, (ii)&nbsp;the issuance of securities in connection with an acquisition, merger or sale or purchase of assets, (iii)&nbsp;the issuance or sale of Common
Stock pursuant to any dividend reinvestment plan that the Company may adopt from time to time provided the implementation of such is disclosed to the Agents in advance, (iv)&nbsp;the issuance or sale of any shares of common stock issuable upon the
exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding or (v)&nbsp;the issuance or sale of any shares of common stock, or securities convertible into or exercisable for common
stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners conducted in a manner so as not to be integrated with the offering of common stock hereby, including, without
limitation, pursuant to that certain Securities Purchase Agreement by and between the Company and Wood River Capital, LLC, dated February&nbsp;15, 2022. Notwithstanding the foregoing provisions, nothing herein shall be construed to restrict the
Company&#146;s ability to file, or require the Company to provide notice to the Agents prior to filing, a registration statement under the Securities Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;<U>Change of Circumstances</U>. The Company will, at any time during a fiscal quarter in which the Company intends to
tender a Placement Notice or sell Placement Shares, advise the Agents promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate,
letter or other document provided to the Agents pursuant to this Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;<U>Due Diligence Cooperation</U>. The
Company will cooperate with any reasonable due diligence review conducted by the Agents or their agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and
senior corporate officers, during regular business hours and at the Company&#146;s principal offices, as the Agents may reasonably request. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;<U>Required Filings Relating to Placement of Placement Shares</U>. The Company agrees that on such dates as the
Securities Act shall require, the Company will (i)&nbsp;file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a &#147;<B><U>Filing
Date</U></B>&#148;), and (ii)&nbsp;deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. The Company
shall disclose in its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> and in its annual report on Form <FONT STYLE="white-space:nowrap">10-K,</FONT> the number of the Placement Shares sold through the Agents under this
Agreement, and the proceeds to the Company from the sale of the Placement Shares and the compensation paid by the Company with respect to sales of the Placement Shares pursuant to this Agreement during the relevant quarter or, in the case of an
Annual Report on Form <FONT STYLE="white-space:nowrap">10-K,</FONT> during the fiscal year covered by such Annual Report and the fourth quarter of such fiscal year. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;<U>Bring-Down Dates; Certificate</U>. On or prior to the First Delivery Date and each time (i)&nbsp;the Company files
the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than a prospectus supplement filed in accordance with
<U>Section</U><U></U><U>&nbsp;7(l)</U> of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the
Placement Shares; (ii)&nbsp;the Company files an annual report on Form <FONT STYLE="white-space:nowrap">10-K</FONT> under </P>
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the Exchange Act; (iii)&nbsp;the Company files its quarterly reports on Form <FONT STYLE="white-space:nowrap">10-Q</FONT> under the Exchange Act; or (iv)&nbsp;the Company files a report on Form <FONT
STYLE="white-space:nowrap">8-K</FONT> containing amended financial information (other than an earnings release) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i)&nbsp;through (iv) shall be a
<B>&#147;</B><B><U>Bring-Down Date</U></B><B>&#148;</B>); the Company shall furnish the Agents with a certificate, in the form attached hereto as <U>Exhibit 7(m)</U> within three (3)&nbsp;Trading Days of any Bring-Down Date if requested by the
Agents. The requirement to provide a certificate under this <U>Section</U><U></U><U>&nbsp;7(m)</U> shall be waived for any Bring-Down Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to
occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Bring-Down Date) and the next occurring Bring-Down Date; <I>provided</I>, <I>however</I>, that such waiver shall not apply for
any Bring-Down Date on which the Company files its annual report on Form <FONT STYLE="white-space:nowrap">10-K.</FONT> Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Bring-Down Date when the
Company relied on such waiver and did not provide the Agents with a certificate under this <U>Section</U><U></U><U>&nbsp;7(m)</U>, then before the Company delivers the Placement Notice or the Agents sell any Placement Shares, the Company shall
provide the Agents with a certificate, in the form attached hereto as <U>Exhibit 7(m)</U>, dated the date of the Placement Notice. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;<U>Legal Opinions</U>. On or prior to the First Delivery Date and within three (3)&nbsp;Trading Days of each
Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as <U>Exhibit 7(m)</U> for which no waiver is applicable, the Company shall cause to be furnished to the Agents a written opinion of
Mintz, Levin, Cohen, Ferris, Glovsky&nbsp;&amp; Popeo, P.C. (&#147;<U>Company Counsel</U>&#148;), or other counsel satisfactory to the Agents, in form and substance reasonably satisfactory to the Agents and its counsel, dated the date that the
opinion is required to be delivered; <I>provided</I>, <I>however</I>, that in lieu of such opinion for subsequent Bring-Down Dates, Company Counsel may furnish the Agents with a letter (a &#147;<B><U>Reliance Letter</U></B>&#148;) to the effect that
the Agents may rely on a prior opinion delivered under this <U>Section</U><U></U><U>&nbsp;7(n)</U> to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the
Registration Statement and the Prospectus as amended or supplemented at such Bring-Down Date). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;<U>Comfort
Letter</U>. On or prior to the First Delivery Date and within three (3)&nbsp;Trading Days of each Bring-Down Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as <U>Exhibit 7(m)</U> for which no
waiver is applicable, the Company shall cause its independent accountants to furnish the Agents letters (the <B>&#147;</B><B><U>Comfort Letters</U></B><B>&#148;</B>), dated the date the Comfort Letter is delivered, in form and substance satisfactory
to the Agents, (i)&nbsp;confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB, (ii)&nbsp;stating, as of such date, the conclusions and findings of such firm with respect to
the financial information and other matters ordinarily covered by accountants&#146; &#147;comfort letters&#148; to the Agents in connection with registered public offerings (the first such letter, the <B>&#147;</B><B><U>Initial Comfort
Letter</U></B><B>&#148;</B>) and (iii)&nbsp;updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration
Statement and the Prospectus, as amended and supplemented to the date of such letter. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p)&nbsp;<U>Chief Financial Officer and Chief Legal Counsel Certificate</U>.
On or prior to (i)&nbsp;the First Delivery Date and within three (3)&nbsp;Trading Days of each Bring-Down Date with respect to which the Company is obligated to deliver a certificate pursuant to Section&nbsp;7(m) of this Agreement for which no
waiver is applicable, the Company shall have delivered to the Agents a certificate executed by (i)&nbsp;the Chief Financial Officer of the Company (&#147;<B><U>CFO Certificate</U></B>&#148;) and (ii)&nbsp;the First Delivery Date and within three
(3)&nbsp;Trading Days of each Bring-Down Date (other than pursuant to clause (iii)&nbsp;of the definition of Bring-Down Date) with respect to which the Company is obligated to deliver a certificate pursuant to Section&nbsp;7(m) of this Agreement for
which no waiver is applicable, the Company shall have delivered to the Agents a certificate executed by the Chief Legal Counsel of the Company (the &#147;Counsel Certificate&#148;) each dated as of such date, in form and substance reasonably
satisfactory to the Agents. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q)<U>&nbsp;Market Activities</U>. The Company will not, directly or indirectly, (i)&nbsp;take
any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares or
(ii)&nbsp;sell, bid for, or purchase the Placement Shares, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agents; provided, however, that the Company may bid for and purchase shares of its common stock
in accordance with Rule <FONT STYLE="white-space:nowrap">10b-18</FONT> under the Exchange Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r)&nbsp;<U>Insurance</U>.
The Company and its Subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for the business for which it is engaged. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s)&nbsp;<U>Compliance with Laws</U>. The Company and each of its Subsidiaries shall maintain, or cause to be maintained, all
material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its Subsidiaries shall conduct their
businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits,
licenses and authorizations could not reasonably be expected to result in a Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)&nbsp;<U>Investment Company Act</U>. The Company will conduct its affairs in such a manner so as to reasonably ensure that
neither it nor its Subsidiaries will be or become, at any time prior to the termination of this Agreement, an &#147;investment company,&#148; as such term is defined in the Investment Company Act, assuming no change in the Commission&#146;s current
interpretation as to entities that are not considered an investment company. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u)&nbsp;<U>Securities Act and Exchange
Act</U>. The Company will use its best efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the
Placement Shares as contemplated by the provisions hereof and the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;<U>No Offer to Sell</U>. Other than
a Permitted Free Writing Prospectus, neither an Agent nor the Company (including its agents and representatives, other than the Agents in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as
defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Common Stock relating to the Placement Shares to be sold by an Agent as principal or agent
hereunder. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)&nbsp;<U>Sarbanes-Oxley Act</U>. The Company and its Subsidiaries will
use their best efforts to comply with all effective applicable provisions of the Sarbanes-Oxley Act. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x)<U>&nbsp;Affirmation</U>. Each Placement Notice delivered by the Company to the Agents shall be deemed to be (i)&nbsp;an
affirmation that the representations, warranties and agreements of the Company herein contained and contained in any certificate delivered to the Agents pursuant hereto are true and correct at the time of delivery of such Placement Notice, and
(ii)&nbsp;an undertaking that such representations, warranties and agreements will be true and correct on any applicable Time of Sale and Settlement Date, as though made at and as of each such time (it being understood that such representations,
warranties and agreements shall relate to the Registration Statement and the Prospectus as amended and supplemented to the time of such Placement Notice acceptance). As used herein, &#147;<B><U>Time of Sale</U></B>&#148; means with respect to each
offering of Placement Shares pursuant to this Agreement, the time of an Agent&#146;s initial entry into contracts with purchasers for the sale of such Placement Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;<U>Conditions to the Agents&#146; Obligations</U>. The obligations of the Agents hereunder with respect to a Placement Notice will be
subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder and thereunder, to the completion by the Agents of a due
diligence review satisfactory to the Agents in their reasonable judgment, and to the continuing satisfaction (or waiver by the Agents in their sole discretion) of the following additional conditions: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;<U>Registration Statement Effective</U>. The Registration Statement shall be effective and shall be available for
(i)&nbsp;all sales of Placement Shares issued pursuant to all prior Placement Notices and (ii)&nbsp;the sale of all Placement Shares contemplated to be issued pursuant to any Placement Notice. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;<U>No Material Notices</U>. None of the following events shall have occurred and be continuing: (i)&nbsp;receipt by
the Company or any of its Subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would
require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii)&nbsp;the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose; (iii)&nbsp;receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares
for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv)&nbsp;the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material
document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the
Registration Statement, it will not contain any materially 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, that in the case of the
Prospectus, it will not contain any materially 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 the light of the circumstances under which they were
made, not misleading. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;<U>No Misstatement or Material Omission</U>. The Agents shall not
have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Agents&#146; reasonable opinion is material, or omits to state a fact that in the
Agents&#146; opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;<U>Material Changes</U>. Except as contemplated in the Prospectus, or disclosed in the Company&#146;s reports filed
with the Commission, there shall not have been any material adverse change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect or any development that could reasonably be expected to result in a
Material Adverse Effect, or any downgrading in or withdrawal of the rating assigned to any of the Company&#146;s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it
has under surveillance or review its rating of any of the Company&#146;s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the
Agents (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated
in the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;<U>Company Counsel Legal Opinion</U>. The Agents shall have received the opinion of Company
Counsel required to be delivered pursuant to <U>Section</U><U></U><U>&nbsp;7(n)</U> on or before the date on which such delivery of such opinion is required pursuant to <U>Section</U><U></U><U>&nbsp;7(n)</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;<U>Agents Counsel Legal Opinion</U>. The Agents shall have received from Blank Rome LLP, counsel for the Agents, such
opinion or opinions, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to <U>Section</U><U></U><U>&nbsp;7(n)</U>, with respect to such matters as the Agents may reasonably require, and the Company
shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;<U>Comfort Letter</U>. The Agents shall have received the Comfort Letter required to be delivered pursuant to
<U>Section</U><U></U><U>&nbsp;7(o)</U> on or before the date on which such delivery of such Comfort Letter is required pursuant to <U>Section</U><U></U><U>&nbsp;7(o)</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;<U>Representation Certificate</U>. The Agents shall have received the certificate required to be delivered pursuant to
<U>Section</U><U></U><U>&nbsp;7(m)</U> on or before the date on which delivery of such certificate is required pursuant to <U>Section</U><U></U><U>&nbsp;7(m)</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;<U>Secretary&#146;s Certificate</U>. On or prior to the First Delivery Date, the Agents shall have received a
certificate, signed on behalf of the Company by its corporate secretary, in form and substance satisfactory to the Agents and their counsel. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;<U>CFO and Counsel Certificates</U>. The Agents shall have received
the CFO Certificate and Counsel Certificate required to be delivered pursuant to Section&nbsp;7(p) on or before the date on which delivery of such certificate is required pursuant to Section&nbsp;7(p). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)<U>&nbsp;No Suspension</U>. Trading in the Common Stock shall not have been suspended on NYSE. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;<U>Other Materials</U>. On each date on which the Company is required to deliver a certificate pursuant to
<U>Section</U><U></U><U>&nbsp;7(m)</U>, the Company shall have furnished to the Agents such appropriate further information, certificates and documents as the Agents may have reasonably requested. All such opinions, certificates, letters and other
documents shall have been in compliance with the provisions hereof. The Company will furnish the Agents with such conformed copies of such opinions, certificates, letters and other documents as the Agents shall have reasonably requested. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;<U>Securities Act Filings Made</U>. All filings with the Commission required by Rule 424 under the Securities Act to
have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;<U>Approval for Listing</U>. The Placement Shares shall either have been (i)&nbsp;approved for listing on NYSE,
subject only to notice of issuance, or (ii)&nbsp;the Company shall have filed an application for listing of the Placement Shares on NYSE at, or prior to, the issuance of any Placement Notice. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;<U>No Termination Event</U>. There shall not have occurred any event that would permit the Agents to terminate this
Agreement pursuant to <U>Section</U><U></U><U>&nbsp;11(a)</U>. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;<U>Indemnification and Contribution</U>. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;<U>Company Indemnification</U>. The Company agrees to indemnify and hold harmless the Agents, the directors, officers,
partners, employees and agents of the Agents and each person, if any, who (i)&nbsp;controls an Agent within the meaning of Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act, or (ii)&nbsp;is controlled by or is under common
control with an Agent from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts
paid in settlement (in accordance with <U>Section</U><U></U><U>&nbsp;9(c)</U>) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise,
or any claim asserted), as and when incurred, to which an Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x)&nbsp;any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any
amendment or supplement to the Registration Statement or the Prospectus or in any free writing prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of
the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed </P>
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with the Commission or (y)&nbsp;the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not
misleading; <I>provided</I>, <I>however</I>, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused
directly or indirectly by an untrue statement or omission made in reliance upon and in conformity with solely the Agents Information. &#147;Agents Information&#148; means, solely, the names of the Agents. This indemnity agreement will be in addition
to any liability that the Company might otherwise have. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;<U>Agents Indemnification</U>. Each Agent agrees,
severally and not jointly, to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i)&nbsp;controls the Company within the meaning of
Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act or (ii)&nbsp;is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity
contained in <U>Section</U><U></U><U>&nbsp;9(a)</U>, as incurred, but only with respect to untrue statements or omissions made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with the such Agent&#146;s Agents Information. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;<U>Procedure</U>. Any party that
proposes to assert the right to be indemnified under this <U>Section</U><U></U><U>&nbsp;9 </U>will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this <U>Section</U><U></U><U>&nbsp;9</U>, notify each such indemnifying party in writing of the commencement of such action, enclosing a copy of all papers served, but the omission to so notify such indemnifying party will not
relieve the indemnifying party from (i)&nbsp;any liability that it might have to any indemnified party otherwise than under this <U>Section</U><U></U><U>&nbsp;9</U> and (ii)&nbsp;any liability that it may have to any indemnified party under the
foregoing provision of this <U>Section</U><U></U><U>&nbsp;9</U> unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any
indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving
notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice
from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel
will be at the expense of such indemnified party unless (1)&nbsp;the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2)&nbsp;the indemnified party has reasonably concluded (based on advice of
counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)&nbsp;a conflict or potential conflict exists (based on advice of counsel
to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not </P>
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have the right to direct the defense of such action on behalf of the indemnified party) or (4)&nbsp;the indemnifying party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to
practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in
any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this <U>Section</U><U></U><U>&nbsp;9</U> (whether or not any indemnified party is a party thereto), unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;<U>Contribution</U>. In order to provide for just and equitable contribution in circumstances in which the
indemnification provided for in the foregoing paragraphs of this <U>Section</U><U></U><U>&nbsp;9</U> is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Agents, the Company and the Agents
will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted, but after deducting any contribution received by the Company from persons other than the Agents, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration
Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Agents may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand
and the Agents on the other. The relative benefits received by the Agents on the one hand and the Agents on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting
expenses) received by the Company bear to the total compensation received by the Agents from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable
law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Agents, on
the other, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agents,
the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Agents agree that it would not be just and equitable if contributions pursuant to
this <U>Section</U><U></U><U>&nbsp;9(d)</U> were to be determined by pro rata allocation or by any other method of allocation that does not take into account the </P>
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equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this <U>Section</U><U></U><U>&nbsp;9(d)</U> shall be deemed to include, for the purpose of this <U>Section</U><U></U><U>&nbsp;9(d)</U>, any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim to the extent consistent with <U>Section</U><U></U><U>&nbsp;9(c)</U> hereof. Notwithstanding the foregoing provisions of this <U>Section</U><U></U><U>&nbsp;9(d)</U>, an Agent shall not be required
to contribute any amount in excess of its respective portion of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the Securities Act) will be
entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this <U>Section</U><U></U><U>&nbsp;9(d)</U>, any person who controls a party to this Agreement within the meaning of the Securities
Act, and any officers, directors, partners, employees or agents of an Agent, will have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution as
the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this
<U>Section</U><U></U><U>&nbsp;9(d)</U>, will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation
it or they may have under this <U>Section</U><U></U><U>&nbsp;9(d)</U> except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except
for a settlement entered into pursuant to the last sentence of <U>Section</U><U></U><U>&nbsp;9(c)</U> hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is
required pursuant to <U>Section</U><U></U><U>&nbsp;9(c)</U> hereof. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;<U>Representations and Agreements to Survive Delivery</U>.
The indemnity and contribution agreements contained in <U>Section</U><U></U><U>&nbsp;9</U> of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their
respective dates, regardless of (i)&nbsp;any investigation made by or on behalf of an Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the
Placement Shares and payment therefor or (iii)&nbsp;any termination of this Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;<U>Termination.</U> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;The Agents shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if
(i)&nbsp;any Material Adverse Effect, or any development that could reasonably be expected to result in a Material Adverse Effect has occurred that, in the reasonable judgment of the Agents, may materially impair the ability of the Agents to sell
the Placement Shares hereunder; <I>provided, however,</I> in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under <U>Sections</U> <U>7(m)</U>, <U>7(n)</U>,
<U>7(o)</U>, or <U>7(p)</U>, the Agents&#146; right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30)&nbsp;days from the date such delivery was required, (ii)&nbsp;the Company
shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder, or (iii)&nbsp;any other condition of the Agents&#146; obligations hereunder is not fulfilled, or (iv), any suspension or limitation of trading
in the Placement Shares or in securities generally on NYSE shall have occurred. Any </P>
 <p STYLE="margin-top:0pt;margin-bottom:0pt ; font-size:8pt">&nbsp;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">- 33 - </P>

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such termination shall be without liability of any party to any other party except that the provisions of <U>Section</U><U></U><U>&nbsp;7(g)</U> (Expenses), <U>Section</U><U></U><U>&nbsp;9</U>
(Indemnification and Contribution), <U>Section</U><U></U><U>&nbsp;10</U> (Representations and Agreements to Survive Delivery), <U>Section</U><U></U><U>&nbsp;16</U> (Applicable Law; Consent to Jurisdiction) and <U>Section</U><U></U><U>&nbsp;17</U>
(Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agents elect to terminate this Agreement as provided in this <U>Section</U><U></U><U>&nbsp;11(a)</U>, The Agents shall provide the required
notice as specified in <U>Section</U><U></U><U>&nbsp;12</U> (Notices). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;The Company shall have the right, by
giving five (5)&nbsp;days&#146; notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except
that the provisions of <U>Section</U><U></U><U>&nbsp;7(g)</U>, <U>Section</U><U></U><U>&nbsp;9</U>, <U>Section</U><U></U><U>&nbsp;10</U>, <U>Section</U><U></U><U>&nbsp;16</U> and <U>Section</U><U></U><U>&nbsp;17</U> hereof shall remain in full force
and effect notwithstanding such termination. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;The Agents shall have the right, by giving five (5)&nbsp;days&#146;
notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of
<U>Section</U><U></U><U>&nbsp;7(g)</U>, <U>Section</U><U></U><U>&nbsp;9</U>, <U>Section</U><U></U><U>&nbsp;10</U>, <U>Section</U><U></U><U>&nbsp;16</U> and <U>Section</U><U></U><U>&nbsp;17</U> hereof shall remain in full force and effect
notwithstanding such termination. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;Unless earlier terminated pursuant to this
<U>Section</U><U></U><U>&nbsp;11</U>, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through the Agents on the terms and subject to the conditions set forth herein; <I>provided</I> that the
provisions of <U>Section</U><U></U><U>&nbsp;7(g)</U>, <U>Section</U><U></U><U>&nbsp;9</U>, <U>Section</U><U></U><U>&nbsp;10</U>, <U>Section</U><U></U><U>&nbsp;16</U> and <U>Section</U><U></U><U>&nbsp;17</U> hereof shall remain in full force and
effect notwithstanding such termination. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;This Agreement shall remain in full force and effect unless terminated
pursuant to <U>Sections 11(a)</U>, <U>(b)</U>, <U>(c), or (d)</U>&nbsp;above or otherwise by mutual agreement of the parties; <I>provided, however, </I>that any such termination by mutual agreement shall in all cases be deemed to provide that
<U>Section</U><U></U><U>&nbsp;7(g)</U>, <U>Section</U><U></U><U>&nbsp;9</U>, <U>Section</U><U></U><U>&nbsp;10</U>, <U>Section</U><U></U><U>&nbsp;16</U> and <U>Section</U><U></U><U>&nbsp;17</U> shall remain in full force and effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;Any termination of this Agreement shall be effective on the date specified in such notice of termination; <I>provided,
however,</I> that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale
of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;Subject to the additional limitation set forth in <U>Section</U><U></U><U>&nbsp;7</U> of this Agreement, in the event
of termination of this Agreement prior to the sale of any Placement Shares, the Agents shall be entitled only to reimbursement of its <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses actually
incurred; <I>provided</I> that in the event of termination of this Agreement pursuant to <U>Section</U><U></U><U>&nbsp;11(c)</U>, the Agents shall not be entitled to any reimbursement of its <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses that have not already been reimbursed prior to such termination pursuant to <U>Section</U><U></U><U>&nbsp;11(c)</U>. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;<U>Notices</U>. All notices or other communications required or permitted to be
given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to Cowen, shall be delivered to Cowen at Cowen and Company, LLC, 599 Lexington Avenue, New
York, NY 10022, fax no. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">646-562-1130,</FONT></FONT> Attention: General Counsel, email: Bradley.friedman@cowen.com; if sent to Piper, shall be delivered to Piper at Piper
Sandler&nbsp;&amp; Co., 1251 Avenue of the Americas, 6<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> floor, New York, New York 10020, attention: Equity Capital Markets, Piper Sandler&nbsp;&amp; Co., 609 Main Street, Suite 3800, Houston, TX
77002, attention: Equity Capital Markets, 800 Nicollet Mall, Minneapolis, MN 55402, attention: General Counsel, LegalCapMarkets@psc.com, email: LegalCapMarkets@psc.com; or if sent to the Company, shall be delivered to Aspen Aerogels, Inc., 30 Forbes
Road, Building B, Northborough, Massachusetts 01532, attention: Chief Executive Officer, email: dyoung@aerogel.com, with a copy to Mintz, Levin, Cohen, Ferris, Glovsky&nbsp;&amp; Popeo, P.C., One Financial Center, Boston, MA 02111, attention: Sahir
Surmeli, email: SSurmeli@mintz.com. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be
deemed given (i)&nbsp;when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next
succeeding Business Day, (ii)&nbsp;on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii)&nbsp;on the Business<B> </B>Day actually received if deposited in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid). For purposes of this Agreement, &#147;<B><U>Business Day</U></B>&#148; shall mean any day on which the Nasdaq and commercial banks in the City of New York are open for business. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13.&nbsp;<U>Successors and Assigns</U>. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their
respective successors and the affiliates, controlling persons, officers and directors referred to in <U>Section</U><U></U><U>&nbsp;9</U> hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors
and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; <I>provided</I>,
<I>however</I>, that an Agent may assign its rights and obligations hereunder to an affiliate of such Agent without obtaining the Company&#146;s consent. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14.&nbsp;<U>Adjustments for Share Splits</U>. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15.&nbsp;<U>Entire Agreement; Amendment; Severability</U>. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this
Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given </P>
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full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal
or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this
Agreement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16.&nbsp;<U>Applicable Law; Consent to Jurisdiction</U>. This Agreement shall be governed by, and construed in accordance with,
the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the <FONT STYLE="white-space:nowrap">non-exclusive</FONT> 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 with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any
claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) 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.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17.&nbsp;<U>Waiver of Jury Trial</U>. The Company and the Agents each hereby irrevocably waives any right it may have to a trial by jury
in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">18.&nbsp;<U>Absence of
Fiduciary Relationship</U><I>. </I>The Company acknowledges and agrees that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;The Agents have been retained solely
to act as an arm&#146;s length contractual counterparty to the Company in connection with the sale of the Placement Shares contemplated hereby and that no fiduciary, advisory or agency relationship between the Company and the Agents has been created
in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Agents have advised or is advising the Company on other matters; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of
the transactions contemplated by this Agreement; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;the Company has been advised that the Agents and their
affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,
advisory or agency relationship; and </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;the Company waives, to the fullest extent permitted by law, any claims it
may have against the Agents, for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agents shall have no liability (whether direct or indirect) to the Company in respect of such a fiduciary claim or to any person
asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">19.&nbsp;<U>Counterparts</U>. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile or electronic transmission. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[Remainder of Page Intentionally Blank] </B></P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the foregoing correctly sets forth the understanding between the Company and the Agents,
please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and Agents. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">

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<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>COWEN AND COMPANY, LLC</B></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Michael Murphy</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Michael Murphy</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>PIPER SANDLER&nbsp;&amp; CO.</B></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Ira Green</P></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name: Ira Green</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title: Managing Director</TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>ACCEPTED as of the date first-above written:</B></TD></TR>
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<TD VALIGN="top" COLSPAN="3"><B>ASPEN AEROGELS, INC.</B></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ John F. Fairbanks</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">John F. Fairbanks</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">VP, CFO &amp; Treasurer</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 1 </U></B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>FORM OF PLACEMENT NOTICE </U></B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left">From:</TD>
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]
</P></TD></TR></TABLE>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="9%" VALIGN="top" ALIGN="left">Cc:</TD>
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]
</P></TD></TR></TABLE>
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<TD WIDTH="9%" VALIGN="top" ALIGN="left">To:</TD>
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<P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">[&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ]
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Subject: At the Market Offering&#151;Placement Notice </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Gentlemen: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the terms and subject to the conditions
contained in the Sales Agreement between Aspen Aerogels, Inc. (the &#147;<U>Company</U>&#148;), Cowen and Company, LLC (&#147;<U>Cowen</U>&#148;) and Piper Sandler&nbsp;&amp; Co. dated March&nbsp;16, 2022 (the &#147;<U>Agreement</U>&#148;), I hereby
request on behalf of the Company that Cowen sell up to [ ] shares of the Company&#146;s common stock, par value $0.00001 per share, at a minimum market price of $_______ per share, with a target daily sale volume of approximately [ ]% of the
trailing [ <FONT STYLE="white-space:nowrap">]-day</FONT> average daily volume of the Company&#146;s shares traded. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 2 </U></B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Notice Parties </U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Company
</U></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Donald R. Young, Chief Executive Officer </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">John F.
Fairbanks, Chief Financial Officer </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ricardo Rodriguez, CFO-designee, effective April 1, 2022 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Cowen </U></B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">Michael&nbsp;J.&nbsp;Murphy</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
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<TD VALIGN="top">William Follis</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>Piper </U></B></P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">Ira Green</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
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<TD VALIGN="top">Neil&nbsp;Riley</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>SCHEDULE 3 </U></B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Compensation </U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Agents shall be
paid compensation equal to 3% of the gross proceeds from the sales of Common Stock pursuant to the terms of this Agreement. </P>
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<Center><DIV STYLE="width:8.5in" align="left">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B><U>Exhibit 7(m) </U></B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>OFFICER CERTIFICATE </U></B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The
undersigned, the duly qualified and elected _______________________, of Aspen<B> </B>Aerogels,<B> </B>Inc.<B> </B>(&#147;<B><U>Company</U></B>&#148;), a Delaware corporation, does hereby certify in such capacity and on behalf of the Company,
pursuant to <U>Section</U><U></U><U>&nbsp;7(m)</U> of the Sales Agreement dated <U></U><U></U><U></U><U></U>March&nbsp;16, 2022 (the &#147;<B><U>Sales Agreement</U></B>&#148;) between the Company, Cowen and Company, LLC and Piper Sandler&nbsp;&amp;
Co., that to the best of the knowledge of the undersigned. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i) The representations and warranties of the Company in
<U>Section</U><U></U><U>&nbsp;6</U> of the Sales Agreement (A)&nbsp;to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, are true and
correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such
date, and (B)&nbsp;to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force
and effect as if expressly made on and as of the date hereof except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales
Agreement at or prior to the date hereof. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Name:</TD></TR>
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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Title:</TD></TR>
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<TD VALIGN="top">Date:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
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