UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of January 2025
Commission
File Number: 001-40472
A2Z
CUST2MATE SOLUTIONS CORP.
(Registrant)
1600-609
Granville Street
Vancouver,
British Columbia V7Y 1C3 Canada
(Address
of Principal Executive Offices)
Indicate
by check mark whether the Registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
This Form 6-K (including exhibits
thereto) is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 (File No. 333-271226),
filed with the Securities and Exchange Commission, to be a part thereof from the date on which this report is submitted, to the extent
not superseded by documents or reports subsequently filed or furnished.
On
January 27, 2025, A2Z Cust2Mate Solutions Corp. (the “Company”) entered into the following agreements in connection with
offerings of its common shares, no par value per share (the “Common Shares”): (i) an Underwriting Agreement (the “Underwriting
Agreement”) with Titan Partners Group LLC, a division of American Capital Partners LLC as sole bookrunner (the “Underwriter”),
relating to an underwritten public offering (the “Underwritten Offering”) of 3,281,250 Common Shares, with each Common
Share sold at a public offering price of $6.40; and (ii) a Securities Purchase Agreement (the “Securities Purchase Agreement”)
with certain accredited investors relating to a direct registered offering (the “Registered Direct Offering”) of 1,406,250
Common Shares, with each Common Share sold at a purchase price of $6.40 per share. The Underwritten Offering and the Registered
Direct Offering are referred to herein collectively as the “Offerings.”
The
closing of each of the Offerings is expected to take place on January 29, 2025, in each case subject to the satisfaction of customary
closing conditions. The Company estimates that the aggregate net proceeds from the Offerings will be approximately $27.3
million, after deducting underwriting discounts and estimated offering expenses. The Company expects to use the net
proceeds from the Offerings for continued development and expansion of existing business, including fulfilment of contracted smart cart
backlog orders and acceleration of the onboarding process for new clients, and for working capital purposes.
The
Company agreed to give the Underwriter an underwriting discount equal to 7% of the gross proceeds of the Underwritten Offering
and a non-accountable expense allowance equal to 1% of the gross proceeds of the Underwritten Offering, and to reimburse the Underwriter
for up to $100,000 in reasonable and accountable out-of-pocket expenses. Additionally, as compensation for the Underwriter in the Underwritten
Offering, the Company will issue to the Underwriter five-year warrants (the “Representative Warrants”) to purchase
229,688 Common Shares with an exercise price of $8.00 per share. The Company will also issue 60,650 Common Shares
as finders fees to a non-US resident in connection with the Registered Direct Offering, which will be issued pursuant
to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
for transactions not involving a public offering.
The
Common Shares in the Offerings and the Representative Warrants are offered by the Company pursuant to that certain Registration
Statement on Form F-3 (File No. 333- 271226), which was previously filed with the Securities and Exchange Commission (the “SEC”)
and declared effective by the SEC on April 21, 2023. Final prospectus supplements relating to the Offerings will be filed with the
SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended.
The
foregoing description of the Underwriting Agreement, the Representative Warrants and the Securities Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the complete text of the Underwriting Agreement, the Form of Representative
Warrant and Form of Securities Purchase Agreement, copies of which are filed as Exhibits 99.1, 99.2 and 99.3, respectively, to this Report
on Form 6-K and are incorporated by reference herein.
On
January 27, 2025, the Company issued press releases announcing the launch of the Underwritten Offering and the pricings of the Offerings,
copies of which are filed as Exhibits 99.4 and 99.5, respectively, to this Report on Form 6-K and are incorporated by reference
herein.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
A2Z CUST2MATE SOLUTIONS CORP. |
| |
(Registrant) |
| |
|
|
| Date: January 29, 2025 |
By |
/s/ Gadi
Graus |
| |
|
Gadi Graus |
| |
|
Chief Executive Officer |
Exhibit
99.1
Execution
Version
A2Z
Cust2Mate Solutions Corp.
3,281,250
COMMON SHARES
Underwriting
Agreement
January
27, 2025
Titan
Partners Group LLC,
a
division of American Capital Partners, LLC
As
the Representative of the several Underwriters listed in Schedule A hereto
c/o
Titan Partners Group LLC,
a
division of American Capital Partners, LLC
4
World Trade Center, 29th Floor
New
York, NY 10007
Ladies
and Gentlemen:
A2Z
Cust2Mate Solutions Corp., a corporation incorporated under the laws of the Province of British Columbia (the “Company”),
confirms its agreement with Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners”),
and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term
shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for which Titan Partners is acting as representative
(in such capacity, the “Representative”, and if there are no Underwriters other than Titan Partners, references to
multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter), with
respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers
of common shares (the “Shares”) of the Company (the “Common Shares”) set forth in Schedule A
hereto.
The
Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Representative deems advisable
after this Underwriting Agreement (this “Agreement”) has been executed and delivered.
The
Company has filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on
Form F-3 (No. 333-271226), covering the public offering and sale of certain securities, including the Shares, under the Securities Act
of 1933, as amended (the “1933 Act”) and the rules and regulations of the Commission promulgated thereunder (the “1933
Act Regulations”), which shelf registration statement was declared effective on April 21, 2023. Such registration statement,
as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits
and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and
the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B under the 1933 Act Regulations (“Rule
430B”), and is referred to herein as the “Registration Statement;” provided, however, that the “Registration
Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as
of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such
registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules
thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time and the documents otherwise
deemed to be a part thereof as of such time pursuant to the Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the
1933 Act Regulations in connection with the offer and sale of the Shares is herein called the “Rule 462(b) Registration Statement”
and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary
prospectus used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference
therein, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery
of this Agreement, the Company will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule
424(b) under the 1933 Act Regulations (“Rule 424(b)”). The final prospectus, in the form first furnished or made available
to the Underwriters for use in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated
by reference therein, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system
(or any successor system) (“EDGAR”).
Concurrently
with the offer and sale of the Shares, the Company is offering Common Shares (the “Registered Direct Shares”) directly
to investors pursuant to the Registration Statement and a separate prospectus supplement to the base prospectus that describes the offering
thereof (the “Concurrent Registered Direct Offering”).
As
used in this Agreement:
“Applicable
Time” means 6:00 P.M., New York City time, on January 27, 2025 or such other time as agreed by the Company and the Representative.
“Canadian
Securities Laws” means collectively, all applicable securities laws in Canada and the respective rules and regulations made
thereunder, together with applicable multilateral or national instruments, orders, rulings, policies, rules and other regulatory instruments
issued or adopted (and published) by Canadian Securities Regulators.
“Canadian
Securities Regulators” means, collectively, the securities regulators or other securities regulatory authorities in Canada.
“General
Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most
recent preliminary prospectus (including any documents incorporated therein by reference) that is distributed to investors prior to the
Applicable Time and the information included on Schedule B-1 hereto, all considered together.
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations
(“Rule 433”), including without limitation any “free writing prospectus” (as defined in Rule 405 of the
1933 Act Regulations (“Rule 405”)) relating to the Shares that is (i) required to be filed with the Commission by
the Company, (ii) a “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i),
whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed
or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant
to Rule 433(g).
“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to
prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (a “Bona Fide
Electronic Road Show”)), as evidenced by its being specified in Schedule B-2 hereto.
“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing
Prospectus.
“Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the
1933 Act.
“Written
Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning
of Rule 405 under the 1933 Act.
All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery
of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus
or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the “1934 Act”), incorporated or deemed to be incorporated
by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the execution
and delivery of this Agreement.
SECTION
1. Representations and Warranties by the Company. The Company represents and warrants to each Underwriter as of the date hereof,
the Applicable Time, and the Closing Time (as defined below), and agrees with each Underwriter, as follows:
(a)
Registration Statement and Prospectuses. The Company meets the requirements for use of Form F-3 under the 1933 Act. Each of the
Registration Statement and any amendment thereto has become effective under the 1933 Act. The Company is not a shell company (as defined
in Rule 405 under the 1933 Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell
company at any time previously, has filed current Form 10 information (as defined in Form F-3) with the Commission at least 12 calendar
months previously reflecting its status as an entity that is not a shell company. No stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto has been issued by the Commission under the 1933 Act, no order preventing or suspending
the use of any preliminary prospectus or the Prospectus has been issued by the Commission and no proceedings for any of those purposes
have been instituted by the Commission or are pending or, to the Company’s knowledge, contemplated by the Commission. The Company
has complied with each request (if any) from the Commission for additional information.
Each
of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective
date with respect to the Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material respects with
the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary prospectus, the Prospectus and any amendment or supplement
thereto, at the time each was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and
the 1933 Act Regulations. Each preliminary prospectus delivered to the Underwriters for use in connection with the offering and the Prospectus
was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the
extent permitted by Regulation S-T.
The
documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective
or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements
of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).
The
Registration Statement, any preliminary prospectus and the Prospectus, and the filing of the Registration Statement, any preliminary
prospectus and the Prospectus with the Commission have been duly authorized by and on behalf of the Company, and the Registration Statement
has been duly executed pursuant to such authorization.
(b)
Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time,
contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of (A) the General Disclosure
Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package,
nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included,
includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the
Commission pursuant to Rule 424(b), or at the Closing Time, included, includes or will include an untrue statement of a material fact
or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents
incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration
Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The
representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any
amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus
wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative
expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph
under the caption “Discounts, Commissions and Expenses” and the statements under the caption “Price Stabilization,
Short Positions and Penalty Bids” in each case contained in the “Underwriting” section of the Prospectus (collectively,
the “Underwriter Information”).
(c)
Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained
in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other
prospectus deemed to be a part thereof that has not been superseded or modified. No filing of any “road show” (as defined
in Rule 433(h)) is required in connection with the offering of the Shares. Any Issuer Free Writing Prospectus that the Company is required
to file pursuant to Rule 433(d) under the 1933 Act has been, or will be, filed with the Commission in accordance with the requirements
of the 1933 Act and the 1933 Act Regulations. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the 1933 Act or that was prepared by or on behalf of or used or referred to by the Company complies or
will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Except for the Issuer Free Writing
Prospectuses, if any, identified in Schedule B-2 hereto, and electronic road shows, if any, each furnished to the Representative
before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare,
use or refer to, any issuer free writing prospectus in connection with the offer and sale of the Shares or the Concurrent Registered
Direct Offering.
(d)
Testing-the-Waters Materials. The Company (A) has not engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule
144A under the 1933 Act or institutions that are accredited investors within the meaning of Rule 501 under the 1933 Act and (B) has not
authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative
has been authorized to act on its behalf in undertaking Testing-the-Waters Communications.
(e)
Emerging Growth Company Status. From the time of the initial filing of the Registration Statement with the Commission (or, if
earlier, the first date on which the Company engaged directly or through any individual or entity authorized to act on its behalf in
any Testing-the-Waters Communication) through the date hereof, the Company has been and is an “emerging growth company,”
as defined in Section 2(a) of the 1933 Act (an “Emerging Growth Company”).
(f)
Independent Accountants. BDO Ziv Haft Certified Public Accountants (Isr.), the accounting firm that certified the financial statements
and supporting schedules of the Company that are incorporated by reference in the Registration Statement, the General Disclosure Package
and the Prospectus, is an independent registered public accounting firm as required by the 1933 Act, the 1933 Act Regulations, the 1934
Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board (United States).
(g)
Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under (i) the 1933 Act and the 1934 Act, including pursuant to Section 13(a) or 15(d) thereof, and (ii) Canadian Securities Laws, for
the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material)
(the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus
and the Prospectus Supplement, being collectively referred to herein as the “Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such Reports prior to the expiration of any such extension. As of their respective
dates, the Reports complied in all material respects with the requirements of the 1933 Act, the 1934 Act, and the Canadian Securities
Laws, as applicable, and none of the Reports, when filed, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the 1933 Act.
(h)
Financial Statements. The financial statements (including the related notes thereto) of the Company included or incorporated by
reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes,
comply as to form in all material respects with Regulation S-X under the 1933 Act and present fairly, in all material respects, the financial
position of the Company and its consolidated Subsidiaries (as defined below) at the dates indicated and the statement of financial position,
comprehensive loss, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the periods specified;
said financial statements have been prepared in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board (“IFRS”) applied on a consistent basis throughout the periods covered thereby, except in
the case of unaudited interim financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes
as permitted by the applicable rules of the Commission, and any supporting schedules, if any, present fairly, in all material respects,
the information required to be stated therein. The selected financial data and the summary financial information, if any, and other financial
data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus has been
derived from the accounting records of the Company and present fairly, in all material respects, the information shown therein and have
been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical
or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the General Disclosure Package or the Prospectus under the 1933 Act or the 1933 Act Regulations. The interactive data in eXtensible
Business Reporting Language included or incorporated by reference in the Registration Statement, the General Disclosure Package and the
Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto.
(i)
Compliance with the Sarbanes-Oxley Act of 2002. There is and has been no failure on the part of the Company or any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith, with which the Company is required to comply, including
Section 402 related to loans.
(j)
No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, (i) there has not been any change in the share
capital (other than the issuance of Common Shares upon exercise of share options and warrants described as outstanding in, and the grant
of options and awards under the Company’s existing share-based compensation plans (the “Company Share Plans”)
described in, and the issuance of any shares upon the conversion of Company securities described in the Registration Statement, the General
Disclosure Package and the Prospectus, and the repurchase or retirement of share capital pursuant to agreements providing for an option
to repurchase or a right of first refusal on behalf of the Company pursuant to the Company’s repurchase rights), any change in
short-term debt or long-term debt of the Company, or any dividend or distribution of any kind declared, set aside for payment, paid or
made by the Company on any class of share capital, or any material adverse change, or any development that would reasonably be expected
to result in a material adverse change, in or affecting the business, properties, management, financial position, shareholders’
equity, results of operations or prospects of the Company, whether or not arising in the ordinary course of business (a “Material
Adverse Effect”); (ii) the Company has not entered into any transaction or agreement (whether or not in the ordinary course
of business) that is material to the Company or incurred any liability or obligation, direct or contingent, that is material to the Company;
(iii) the Company has not sustained any loss or interference with its business that is material to the Company and that is either from
fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action,
order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise disclosed in the
Registration Statement, the General Disclosure Package and the Prospectus; and (iv) there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class of its share capital.
(k)
Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of
the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court,
arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an
“Legal Action”) which (i) adversely affects or challenges the legality, validity or enforceability of this Agreement
or the Shares or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director or officer thereof, is or has been the subject
of any Legal Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission
involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other
order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the 1934 Act or the 1933
Act.
(l)
Good Standing of the Company. The Company has been duly organized and is validly existing and in good standing under the laws
of its jurisdiction of organization, is duly qualified to do business and is in good standing in each jurisdiction in which its ownership
or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or
hold its properties and to conduct the business in which it is engaged, except where the failure to be so qualified or in good standing
or have such power or authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Other than as disclosed in Exhibit 8.1 of the Company’s most recent Annual Report on Form 20-F, the Company does not have any direct
or indirect subsidiaries and does not own or control, directly or indirectly, any corporation, association or other entity.
(m)
Good Standing of the Company’s Subsidiaries. Each subsidiary of the Company (each, a “Subsidiary” and,
collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws
of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its
properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus
and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether
by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified or to be in
good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus, all of the issued and outstanding share capital of each Subsidiary has been duly authorized and
validly issued, is fully paid and non-assessable and is owned by the Company, directly or through Subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding share capital of any Subsidiary was
issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary. The only Subsidiaries of the Company
are the entities listed on Exhibit 8.1 to the Company’s most recent Annual Report on Form 20-F.
(n)
Capitalization. The authorized, issued and outstanding share capital of the Company are as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus in the column entitled “Pro forma” under the caption “Capitalization”
(except for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to reservations, agreements or employee benefit
plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (C) pursuant to the conversion
of convertible securities or exercise of options referred to in the Registration Statement, the General Disclosure Package and the Prospectus).
The outstanding share capital of the Company have been duly authorized and are validly issued, fully paid and non-assessable. None of
the outstanding share capital of the Company was issued in violation of the preemptive or other similar rights of any securityholder
of the Company.
(o)
Share Options. Except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, with respect to the share options (the “Share Options”) granted pursuant to the Company Share
Plans, (i) each Share Option intended to qualify as an “incentive share option” under Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), so qualifies, (ii) each grant of a Share Option was duly authorized no later
than the date on which the grant of such Share Option was by its terms to be effective (the “Grant Date”) by all necessary
corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee
thereof) and any required shareholder approval by the necessary number of votes or written consents, and, to the knowledge of the Company
(other than with respect to the execution and delivery by the Company) the award agreement governing such grant (if any) was duly executed
and delivered by each party thereto, (iii) each such grant was made, in all material respects, in accordance with the terms of the Company
Share Plans, the 1934 Act and all other applicable laws and regulatory rules or requirements, including the rules of the Nasdaq Capital
Market and any other exchange on which Company securities are traded, and (iv) each such grant was properly accounted for in accordance
with IFRS in the financial statements (including the related notes) of the Company. Each Company Share Plan is accurately described in
all material respects in the Registration Statement, the General Disclosure Package and the Prospectus. The Company has not knowingly
granted, and there is no and has been no policy or practice of the Company of granting, Share Options prior to, or otherwise coordinating
the grant of Share Options with, the release or other public announcement of material information regarding the Company or its results
of operations or prospects.
(p)
Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(q)
Authorization and Description of Shares. The Shares to be purchased by the Underwriters from the Company have been duly authorized
for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement
against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of
the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Shares conform to
all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description
conforms to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason
of being such a holder.
(r)
Registration Rights. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, to
the extent that any person has the right to require the Company to register any securities for sale under the 1934 Act by reason of the
filing of the Registration Statement with the Commission or the issuance and sale of the Shares, those rights have been waived as of
the date of this Agreement with respect to such filing or issuance and sale of Shares pursuant to this Agreement.
(s)
Absence of Violations, Defaults and Conflicts. Neither the Company nor any Subsidiary is (A) in violation of its articles, notice
of articles or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement
or instrument to which the Company or any Subsidiary is a party or by which either of them may be bound or to which any of the properties
or assets of the Company or any Subsidiary is subject (collectively, “Agreements and Instruments”), except for such
defaults that would not, individually or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute,
rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency
or other authority, body or agency having jurisdiction over the Company or its Subsidiaries or any of their respective properties, assets
or operations (each, a “Governmental Entity”), except for such violations that would not, individually or in the aggregate,
result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions
contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectus (including the issuance and
sale of the Shares and the use of the proceeds from the sale of the Shares as described therein under the caption “Use of Proceeds”)
and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action and do not and
will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default
or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties
or assets of the Company or its Subsidiaries pursuant to, the Agreements and Instruments (except for such conflicts, breaches, defaults
or Repayment Events or liens, charges or encumbrances that would not, individually or in the aggregate, result in a Material Adverse
Effect), nor will such action result in any violation of the provisions of the articles or similar organizational document of the Company
or its Subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein,
a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all
or a portion of such indebtedness by the Company or its Subsidiaries.
(t)
Listing. The Common Shares are registered pursuant to Section 12(b) of the 1934 Act and are listed on the Nasdaq Capital Market.
(u)
Absence of Labor Dispute. No labor dispute with the employees of the Company or its Subsidiaries exists or, to the knowledge of
the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or
its Subsidiaries’ principal suppliers, manufacturers, customers or contractors, which, in either case, would result in a Material
Adverse Effect.
(v)
Absence of Proceedings. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity, or any comparable regulatory
authority in any jurisdiction now pending or, to the knowledge of the Company, threatened, against or affecting the Company or its Subsidiaries,
which would reasonably be expected to result in a Material Adverse Effect, or which would reasonably be expected to materially and adversely
affect their respective properties or assets or the consummation of the transactions contemplated in this Agreement or the performance
by the Company of its obligations hereunder; and the aggregate of all pending legal or governmental proceedings to which the Company
or any such Subsidiary is a party or of which any of their respective properties or assets is the subject which are not described in
the Registration Statement, the General Disclosure Package and the Prospectus, including ordinary routine litigation incidental to the
business, would not reasonably be expected to result in a Material Adverse Effect.
(w)
Accuracy of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the
General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described
and filed as required.
(x)
No Consents Required. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree
of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in connection with
the offering, issuance or sale of the Shares hereunder or the consummation of the transactions contemplated by this Agreement, except
such as have been already obtained or as may be required under the 1933 Act, the 1933 Act Regulations, the Canadian Securities Laws,
the rules of the Nasdaq Stock Market LLC, state securities laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(y)
Possession of Licenses and Permits. The Company and its Subsidiaries possess such permits, licenses, approvals, consents and other
authorizations (collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to
conduct the business now operated by them, except where the failure so to possess would not, individually or in the aggregate, result
in a Material Adverse Effect. The Company and its Subsidiaries are in compliance with the terms and conditions of all Governmental Licenses,
except where the failure so to comply would not, individually or in the aggregate, result in a Material Adverse Effect. The Company has
fulfilled and performed all of its material obligations with respect to the Governmental Licenses and, to the knowledge of the Company,
no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any
other material impairment of the rights of the Company as a holder of any permit, except where the failure to so fulfill or perform,
or the occurrence of such event, would not, individually or in the aggregate, result in a Material Adverse Effect. All of the Governmental
Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not, individually or in the aggregate, result in a Material Adverse Effect. Neither the
Company nor its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any Governmental Licenses
which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse
Effect.
(z)
Title to Property. The Company and its Subsidiaries have good and marketable title to all real property owned by them and good
title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, restrictions
or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus
or (B) do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the
use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to
the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or its Subsidiaries holds
properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and
neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse
to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the
rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
(aa)
Title to Intellectual Property. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus,
the Company owns or has valid, binding and enforceable licenses or other rights under the patents, patent applications, licenses, inventions,
copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems
or procedures), trademarks, service marks, trade names or other intellectual property necessary for, or used in the conduct, or the proposed
conduct, of the business of the Company in the manner described in the Registration Statement, the General Disclosure Package and the
Prospectus (collectively, the “Intellectual Property”); the patents, trademarks, and copyrights, if any, included
within the Intellectual Property are valid, enforceable, and subsisting; other than as disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus, (A) the Company is not obligated to pay a material royalty, grant a license to, or provide other
material consideration to any third party in connection with the Intellectual Property, (B) the Company has not received any notice of
any claim of infringement, misappropriation or conflict with any asserted rights of others with respect to any of the Company’s
services, processes or Intellectual Property, (C) to the knowledge of the Company, neither the sale nor use of any of the discoveries,
inventions, services or processes of the Company referred to in the Registration Statement, the General Disclosure Package or the Prospectus
do or will, to the knowledge of the Company, infringe, misappropriate or violate any right or valid patent claim of any third party,
(D) none of the technology employed by the Company has been obtained or is being used by the Company in material violation of any contractual
obligation binding on the Company or, to the Company’s knowledge, upon any of its officers, directors or employees or otherwise
in violation of the rights of any persons, (E) to the knowledge of the Company, no third party has any ownership right in or to any Intellectual
Property that is owned by the Company, other than any co-owner of any patent constituting Intellectual Property who is listed on the
records of the U.S. Patent and Trademark Office (the “USPTO”) and any co-owner of any patent application constituting
Intellectual Property who is named in such patent application, and, to the knowledge of the Company, no third party has any ownership
right in or to any Intellectual Property in any field of use that is exclusively licensed to the Company, other than any licensor to
the Company of such Intellectual Property, (F) to the Company’s knowledge, there is no material infringement by third parties of
any Intellectual Property, (G) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others challenging the Company’s rights in or to any Intellectual Property, and (H) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any Intellectual Property. The
Company is in compliance with the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and
all such agreements are in full force and effect.
(bb)
Patents and Patent Applications. All patents and patent applications owned by or licensed to the Company or under which the Company
has rights have, to the knowledge of the Company, been duly and properly filed and maintained; to the knowledge of the Company, the parties
prosecuting such patent applications have complied with their duty of candor and disclosure to the USPTO in connection with such applications;
and the Company is not aware of any facts required to be disclosed to the USPTO that were not disclosed to the USPTO and which would
preclude the grant of a patent in connection with any such application or would reasonably be expected to form the basis of a finding
of invalidity with respect to any patents that have issued with respect to such applications. To the Company’s knowledge, all patents
and patent applications owned by the Company and filed with the USPTO or any foreign or international patent authority (the “Company
Patent Rights”) and all patents and patent applications in-licensed by the Company and filed with the USPTO or any foreign
or international patent authority (the “In-licensed Patent Rights”) have been duly and properly filed; the Company
believes it has complied with its duty of candor and disclosure to the USPTO for the Company Patent Rights and, to the Company’s
knowledge, the licensors of the In-licensed Patent Rights have complied with their duty of candor and disclosure to the USPTO for the
In-licensed Patent Rights.
(cc)
Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would
not, individually or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any Subsidiary is in violation
of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial
or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution
or protection of human health, 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 the release or threatened release
of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing
materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company
and its Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in
compliance with their requirements, (C) there are no pending or, to the knowledge of the Company threatened, administrative, regulatory
or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any Subsidiary and (D) there are no events or circumstances that would reasonably
be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental
Entity, against or affecting the Company or any Subsidiary relating to Hazardous Materials or any Environmental Laws.
(dd)
Accounting Controls and Disclosure Controls. Except as described in the Registration Statement, the General Disclosure Package
and the Prospectus, the Company and each of its Subsidiaries maintain effective internal control over financial reporting (as defined
under Rule 13-a15 and 15d-15 under the rules and regulations of the Commission under the 1934 Act Regulations and a system of internal
accounting controls sufficient to provide reasonable assurances that (A) transactions are executed in accordance with management’s
general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity
with IFRS and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general
or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated
by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called
for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most
recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting
(whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially adversely
affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting. Except
as described in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its Subsidiaries
maintain an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the 1934 Act Regulations)
that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms,
and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal
financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.
(ee)
Payment of Taxes. The Company and its Subsidiaries have filed all tax returns that are required to have been filed by them pursuant
to applicable foreign, state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse
Effect, and have paid all taxes due prior to the date hereof pursuant to such returns or pursuant to any assessment received by the Company
and its Subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been
established by the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax
liability for any years not finally determined are, in conformity with IFRS, adequate to meet any assessments or re-assessments for additional
income tax for any years not finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Effect.
(ff)
Insurance. The Company and its Subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable
insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or
similar business, and all such insurance is in full force and effect. The Company has no reason to believe that it or its Subsidiaries
will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) 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. Neither of the Company nor its Subsidiaries have been denied any insurance coverage which it has sought
or for which it has applied.
(gg)
Investment Company Act. The Company is not required, and upon the issuance and sale of the Shares as herein contemplated, the
issuance and sale of the Registered Direct Shares, and the application of the net proceeds therefrom as described in the Registration
Statement, the General Disclosure Package and the Prospectus will not be required, to register as an “investment company”
under the Investment Company Act of 1940, as amended.
(hh)
Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate
take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or to result in a violation
of Regulation M under the 1934 Act.
(ii)
Foreign Corrupt Practices Act. None of the Company, its Subsidiaries or, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person acting on behalf of the Company or its Subsidiaries is aware of or has taken any action, directly
or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality
of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or
other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as
such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in
contravention of the FCPA and the Company has and, to the knowledge of the Company, its affiliates have conducted their 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.
(jj)
Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering
Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or its Subsidiaries with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(kk)
OFAC. None of the Company, its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or representative of the Company or its Subsidiaries is an individual or entity (“Person”) currently the subject or
target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department
of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company located, organized
or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds
of the sale of the Shares, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partners or
other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding,
is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating
in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. For the past ten (10) years, the Company and
its Subsidiaries have not knowingly engaged in and are not knowing engaged in any dealings or transactions with any person or entity,
or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
(ll)
Statistical and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General
Disclosure Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be
reliable and accurate and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
(mm)
Privacy and Data Protection. The Company and its Subsidiaries have operated their business in a manner compliant in all material
respects with all United States federal, state, local, foreign and international privacy, data security and data protection laws and
regulations applicable to the Company’s collection, use, transfer, protection, disposal, disclosure, handling, storage and analysis
of personal data. The Company and its Subsidiaries have been and are in compliance in all material respects with internal policies and
procedures designed to ensure the integrity and security of the data collected, handled or stored in connection with its business. The
Company and its Subsidiaries have taken reasonable steps to maintain the confidentiality of its personally identifiable information,
consumer information and other confidential information of the Company, its Subsidiaries and any third parties in its possession (“Sensitive
Company Data”). The tangible or digital information technology systems (including computers, screens, servers, workstations,
routers, hubs, switches, networks, data communications lines, technical data and hardware), software and telecommunications systems used
or held for use by the Company and its Subsidiaries (the “Company IT Assets”) are adequate and operational for, in
accordance with their documentation and functional specifications, the business of the Company and its Subsidiaries as now operated and
as currently proposed to be conducted as described in the Registration Statement, the General Disclosure Package and the Prospectus.
The Company and its Subsidiaries have used reasonable efforts to establish, and have established, commercially reasonable disaster recovery
and security plans, procedures and facilities for the business consistent with industry standards and practices in all material respects,
including, without limitation, for the Company IT Assets and other data held or used by or for the Company and its Subsidiaries. The
Company and its Subsidiaries have not suffered or incurred any security breaches, compromises or incidents with respect to any Company
IT Asset or Sensitive Company Data, except where such breaches, compromises or incidents would not reasonably be expected to, individually
or in the aggregate, result in a Material Adverse Effect; and there has been no unauthorized or illegal use of or access to any Company
IT Asset or Sensitive Company Data by any unauthorized third party. The Company and its Subsidiaries have not been required to notify
any individual of any information security breach, compromise or incident involving Sensitive Company Data.
(nn)
No Broker Fees. Except as disclosed in the General Disclosure Package, there are no contracts, agreements or understandings between
the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s
fee or other like payment in connection with the offering of the Shares contemplated hereby.
(oo)
Transactions With Affiliates and Employees. Except as set forth in the General Disclosure Package, none of the officers or directors
of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from, any
officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other
than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company
and (iii) other employee benefits, including share option agreements under any share option plan of the Company.
(pp)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s articles or the laws of its jurisdiction of incorporation or organization
that is or could become applicable as a result of the Underwriters and the Company fulfilling their obligations or exercising their rights
under this Agreement, and any other documents or agreements executed in connection with the transactions contemplated hereunder.
(qq)
No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly
or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause
this offering of the Shares to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval
provisions of any trading market or exchange on which any of the securities of the Company are listed or designated.
(rr)
Solvency. Based on the consolidated financial condition of the Company as of the Closing Time, after giving effect to the receipt
by the Company of the proceeds from the sale of the Shares hereunder, (i) the fair saleable value of the Company’s assets exceeds
the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known
contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its
business as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii)
the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any
facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization
laws of any jurisdiction within one year from the Closing Time.
(ss)
Share Option Plans. Each share option granted by the Company under the Company’s share option plan was granted (i) in accordance
with the terms of the Company’s share option plan and (ii) in accordance with applicable law. No share option granted under the
Company’s share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company
policy or practice to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or
prospects.
(tt)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon the Representative’s
request.
(uu)
Bank Holding Company Act. Neither the Company nor any of its Subsidiaries or affiliates is subject to the Bank Holding Company
Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the
“Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly,
five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its
Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve.
(vv)
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires completed by each of
the Company’s directors and officers immediately prior to the offering of the Shares and in the Lock-Up Agreements (as defined
below) provided to the Underwriters is true and correct in all respects and the Company has not become aware of any information which
would cause the information disclosed in such questionnaires become inaccurate and incorrect.
(ww)
FINRA Affiliation. To the Company’s knowledge, no officer, director or any beneficial owner of 10% or more of the Company’s
unregistered securities has any direct or indirect affiliation or association with any FINRA member (as determined in accordance with
the rules and regulations of FINRA) that is participating in the offering of the Shares. For a period of one year after the Closing Time,
the Company will advise the Representative and Underwriters’ counsel if it learns that any officer, director or owner of 10% or
more of (i) the Company’s outstanding Common Shares or (ii) any securities of the Company or the Subsidiaries which would entitle
the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred share, right, option, warrant
or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof
to receive, Common Shares is or becomes an affiliate or associated person of a FINRA member firm.
(xx)
Board of Directors. The Board of Directors is comprised of the persons set forth in the General Disclosure Package. The qualifications
of the persons serving as board members and the overall composition of the Board of Directors comply with the Sarbanes-Oxley Act of 2002
and the rules promulgated thereunder applicable to the Company and the rules of the Nasdaq Stock Market LLC. At least one member of the
Board of Directors qualifies as a “financial expert” as such term is defined under the Sarbanes-Oxley Act of 2002 and the
rules promulgated thereunder and the rules of the Nasdaq Stock Market LLC. In addition, at least a majority of the persons serving on
the Board of Directors qualify as “independent” as defined under the rules of the Nasdaq Stock Market LLC.
(yy)
Cybersecurity. (i)(x) There has been no security breach or other compromise of or relating to any of the Company’s or any
Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respective
customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,
“IT Systems and Data”) and (y) the Company and the Subsidiaries have not been notified of, and has no knowledge of
any event or condition that would reasonably be expected to result in, any security breach or other compromise to its IT Systems and
Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders,
rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations
relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use,
access, misappropriation or modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii)
the Company and the Subsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material
confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company
and the Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.
(zz)
No Rights to Purchase Preferred Shares. The issuance and sale of the Shares as contemplated hereby will not cause any holder of
any share capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights
to purchase share capital or any other securities of the Company to have any right to acquire any preferred shares of the Company.
(aaa)
No Contract Terminations. Except as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company
nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts
or agreements referred to or described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, and no such termination
or non-renewal has been threatened by the Company or any of its Subsidiaries or, to the Company’s knowledge, any other party to
any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.
(bbb)
Dividend Restrictions. No Subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends
to the Company, or from making any other distribution with respect to such Subsidiary’s equity securities or from repaying to the
Company or any other Subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such
Subsidiary from the Company or from transferring any property or assets to the Company or to any other Subsidiary.
(ccc)
Foreign Private Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 under the 1933 Act.
Any
certificate signed by any officer of the Company or any of its Subsidiaries and delivered to any Underwriter or to counsel for the Underwriters
in connection with the offering, or the purchase and sale, of the Shares shall be deemed a representation and warranty by the Company
to each Underwriter as to the matters covered thereby.
The
Company has a reasonable basis for making each of the representations set forth in this Section 1. The Company acknowledges that the
Underwriters and, for purposes of the opinions to be delivered pursuant to Section 5 hereof, counsel to the Company and counsel to the
Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
SECTION
2. Sale and Delivery to Underwriters; Closing.
(a)
Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees
to purchase from the Company, at the price per share set forth in Schedule B-1, that number of Shares set forth in Schedule
A opposite the name of such Underwriter, plus any additional number of Shares which such Underwriter may become obligated to purchase
pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative
in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
(b)
Payment. Payment of the purchase price for, and delivery of certificates or security entitlements for, the Shares shall be made
at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., or at such other place as shall be agreed upon by the Representative
and the Company, at 10:00 A.M. (New York City time) on the first (second, if the pricing occurs after 4:30 P.M. (New York City time)
on any given day) business day after the date hereof (unless postponed in accordance with the provisions of Section 10), or such other
time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date
of payment and delivery being herein called “Closing Time”). Delivery of the Shares at the Closing Time shall be made
through the facilities of The Depository Trust Company unless the Representative shall otherwise instruct.
Payment
shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery
to the Representative for the respective accounts of the Underwriters of certificates or security entitlements for the Shares to be purchased
by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for,
and make payment of the purchase price for, the Shares which it has agreed to purchase. Titan Partners, individually and not as representative
of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Shares to be purchased by any Underwriter
whose funds have not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder.
(c)
Underwriter Warrants. The Company hereby agrees to issue to the Representative (and/or its affiliates, employees or third-party
designees) at the Closing Time warrants (“Underwriter Warrants”) for the purchase of an aggregate of a number of Common
Shares (the “Underwriter Warrant Shares”), representing 7.0% of the Shares sold at the Closing Time. The Underwriter
Warrants, in form and substance acceptable to the Representative, shall be exercisable, in whole or in part, commencing on the date that
is 180 days after the date of this Agreement and expiring on the five-year anniversary of the date of this Agreement at an initial exercise
price per Common Share of $8.00. The Representative understands and agrees that there are significant restrictions pursuant to FINRA
Rule 5110 against transferring the Underwriter Warrants and the underlying Common Shares during the one hundred eighty (180) days after
this Agreement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Underwriter
Warrants, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the date of this Agreement
to anyone other than (i) an Underwriter or a selected dealer in connection with the offering or (ii) a bona fide officer, partner, employee
or registered representative of the Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up restrictions.
Delivery of the Underwriter Warrants shall be made at the Closing Time, and shall be issued in the name or names and in such authorized
denominations as the Representative may request.
(d)
Non-accountable Expenses. The Company hereby agrees to pay the Representative a non-accountable expense allowance in the amount
of 1.0% of the gross proceeds of the sale of Shares at the Closing Time, to be paid at the Closing Time by deduction from the proceeds
on such date.
SECTION
3. Covenants of the Company. The Company covenants with each Underwriter as follows:
(a)
Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will notify the Representative as soon as practicable, and confirm the notice in writing, (i) when any post-effective
amendment to the Registration Statement shall become effective or any amendment or supplement to the Prospectus shall have been filed,
(ii) of the receipt of any comments from the Commission, (iii) of any request by the Commission for any amendment to the Registration
Statement or any amendment or supplement to the Prospectus (including any document incorporated by reference therein) or for additional
information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any
post-effective amendment or of any order preventing or suspending the use of any preliminary prospectus or the Prospectus, or of the
suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings
for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement
and (v) if the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Shares.
The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted
for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such
prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order, prevention or suspension and, if
any such order is issued, to obtain the lifting thereof at the earliest possible moment.
(b)
Continued Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act,
the 1934 Act Regulations, and the Canadian Securities Laws so as to permit the completion of the distribution of the Shares as contemplated
in this Agreement and in the Registration Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Shares is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”),
would be) required by the 1933 Act to be delivered in connection with sales of the Shares, any event shall occur or condition shall exist
as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration
Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General Disclosure
Package or the Prospectus in order that the General Disclosure Package or the Prospectus, as the case may be, will not include any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the
light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or
supplement the General Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the 1933
Act or the 1933 Act Regulations, the Company will promptly (A) give the Representative notice of such event, (B) prepare any amendment
or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the General Disclosure
Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish
the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement;
provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters
shall object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters
may reasonably request. The Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act
Regulations within 48 hours prior to the Applicable Time; the Company will give the Representative notice of its intention to make any
such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative
or counsel for the Underwriters shall reasonably object.
(c)
Delivery of Registration Statements. The Company has furnished or will deliver to the Representative and counsel for the Underwriters,
without charge, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed
therewith or incorporated by reference therein and documents incorporated or deemed incorporated by reference therein) and signed copies
of all consents and certificates of experts, and will also deliver to the Representative, without charge, a conformed copy of the Registration
Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.
(d)
Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each preliminary prospectus
as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933
Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Shares is (or,
but for the exception afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus
(as amended or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except
to the extent permitted by Regulation S-T.
(e)
Blue Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Shares for
offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Representative
may designate and to maintain such qualifications in effect so long as required to complete the distribution of the Shares; provided,
however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation
or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
(f)
Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earning statement for the purposes of, and to provide to the Underwriters the benefits
contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(g)
Use of Proceeds. The Company will use the net proceeds received by it from the sale of the Shares and Registered Direct Shares
in all material respects in the manner specified in the Registration Statement, the General Disclosure Package and the Prospectus under
the heading “Use of Proceeds.”
(h)
Listing. The Company will use its best efforts to effect and maintain the listing of the Common Shares (including the Shares)
on the Nasdaq Stock Market LLC; provided however, that such provision shall not prevent a sale, merger or similar transaction involving
the Company.
(i)
Restriction on Sale of Securities. During a period of 60 days from the date of the Prospectus (the “Lock-Up Period”),
the Company will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares
or file or confidentially submit any registration statement under the 1933 Act with respect to any of the foregoing, (ii) enter into
any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence
of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Shares or such other securities, in cash or otherwise or (iii) publicly announce an intention to effect any such swap, agreement
or other transaction described in clauses (i) and (ii). Notwithstanding the foregoing, this Section 3(i) shall not apply to (A) the Shares
to be sold hereunder; (B) any Common Shares issued by the Company upon the exercise of an option or warrant or the conversion of a convertible
security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus;
(C) any Common Shares issued or options to purchase Common Shares granted pursuant to existing employee benefit plans of the Company
referred to in the Registration Statement, the General Disclosure Package and the Prospectus; (D) any Common Shares issued pursuant to
any existing non-employee director share plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure
Package and the Prospectus; (E) the filing by the Company of any registration statement on Form S-8 or a successor form thereto; (F)
any securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the
Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide
to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities; (G)
the issuance of securities in a private placement or registered direct offering to strategic private equity investors at a price per
share equal to or greater than the Public Offering Price per Share set forth on Schedule B-1 hereto; or (H) the issuance of up to $9.0
million in Registered Direct Shares in the Concurrent Registered Direct Offering and up to 150,000 Common Shares as finders fees in connection
with the Concurrent Registered Direct Offering, which shall be issued as “restricted securities” (as defined in Rule 144).
(j)
Reporting Requirements. The Company, during the period when a Prospectus relating to the Shares is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the Company shall report
the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the 1933 Act.
(k)
Issuer Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative,
it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute
a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by
the Company under Rule 433; provided that the Representative will be deemed to have consented to the Issuer Free Writing Prospectuses
listed on Schedule B-2 hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such free
writing prospectus consented to, or deemed consented to, by the Representative as an “issuer free writing prospectus,” as
defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including
timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would
include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.
(l)
Testing-the-Waters Materials. If at any time following the distribution of any Written Testing-the-Waters Communication there
occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative
and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such
untrue statement or omission.
(m)
Emerging Growth Company Status. The Company will promptly notify the Representative if the Company ceases to be an Emerging Growth
Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the 1933 Act and (ii)
completion of the 90-day restricted period referred to in Section 3(i).
SECTION
4. Payment of Expenses.
(a)
Expenses. The Company hereby agrees to pay on the Closing Time all expenses associated with the Offering or incident to the performance
of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Shares to be sold in the Offering with the Commission; (b) all FINRA Public Offering Filing System
fees associated with the review of the Offering by FINRA; (c) the fees and expenses incurred in connection with the listing of the Shares
on the Nasdaq Stock Market LLC and such other stock exchanges as the Company and the Representative together determine; (d) all fees,
expenses and disbursements relating to the registration or qualification of such Shares under the “blue sky” securities laws
of such states and other foreign jurisdictions as the Representative may reasonably designate (including, without limitation, all filing
and registration fees, and the fees and expenses of blue sky counsel); (e) the costs of all mailing and printing of the underwriting
documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters,
Selected Dealers’ Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and
all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably
deem necessary; (f) the costs and expenses of the Company’s public relations firm; (g) the costs of preparing, printing and delivering
the Shares; (h) fees and expenses of the Transfer Agent for the Shares (including, without limitation, any fees required for same-day
processing of any instruction letter delivered by the Company); (i) share transfer and/or stamp taxes, if any, payable upon the transfer
of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s accountants; (k) the fees and expenses
of the Company’s legal counsel and other agents and representatives; (l) the Underwriters’ costs of mailing prospectuses
to prospective investors; (m) the costs associated with advertising the Offering in the national editions of the Wall Street Journal
and New York Times after the Closing Time; (n) the fees and expenses of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.; (o) the
Company’s reasonable “road show” expenses for the Offering; and (p) the costs for bound volumes of the public offering
materials as well as commemorative mementos and lucite tombstones, each of which the Company or its designee will provide within a reasonable
time after the Closing in such quantities as the Underwriters may reasonably request; provided however, that the Company shall only be
responsible for up to $100,000, in the aggregate, of the combined costs, fees and expenses referenced in clauses (m), (n), (o) and (p).
The Underwriters may also deduct from the net proceeds of the Offering payable to the Company on the Closing Time the expenses set forth
herein to be paid by the Company to the Underwriters
(b)
Termination of Agreement. If this Agreement is terminated by the Representative in accordance with the provisions of Section 5,
Section 9(a)(i), Section 9(a)(iii) or Section 10 hereof, the Company shall reimburse the Underwriters for all of their reasonably documented
out-of-pocket expenses, including the reasonable and documented fees and disbursements of counsel for the Underwriters up to $50,000;
provided that if this Agreement is terminated by the Representative pursuant to Section 10 hereof, the Company will have no obligation
to reimburse any defaulting Underwriter.
SECTION
5. Conditions of Underwriters’ Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy
of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its
Subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder,
and to the following further conditions:
(a)
Effectiveness of Registration Statement. The Registration Statement has become effective and, at the Closing Time, no stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act,
no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any
of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated; and the Company has complied
with each request (if any) from the Commission for additional information to the reasonable satisfaction of counsel to the Underwriters.
(b)
Opinion of Counsel for Company. At the Closing Time, the Representative shall have received: (i) the opinion and the negative
assurance letter, each dated the Closing Time, of Sichenzia Ross Ference Carmel LLP, U.S. counsel for the Company, and (ii) the opinion
of Daniel Bloch Barrister & Solicitor, Canadian counsel for the Company, each in form and substance satisfactory to the Representative.
(c)
Opinion of Counsel for Underwriters. At the Closing Time, the Representative shall have received the opinion, dated the Closing
Time, of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Underwriters, together with signed or reproduced copies
of such letter for each of the other Underwriters in form and substance satisfactory to the Representative.
(d)
Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates
as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse
change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries
considered as one enterprise, whether or not arising in the ordinary course of business, and the Representative shall have received a
certificate of the principal executive officer of the Company and of the principal financial officer of the Company, dated the Closing
Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in
this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the
Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing
Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order
preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for any of those
purposes have been instituted or are pending or, to their knowledge, contemplated.
(e)
Accountant’s Comfort Letter. At the time of the execution of this Agreement, the Representative shall have received from
BDO Ziv Haft a letter, dated such date, in form and substance satisfactory to the Representative, together with signed or reproduced
copies of such letter for each of the other Underwriters containing statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and certain financial information contained in
the Registration Statement, the General Disclosure Package and the Prospectus.
(f)
Bring-down Comfort Letter. At the Closing Time, the Representative shall have received from BDO Ziv Haft a letter, dated as of
the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section,
except that the specified date referred to shall be a date not more than three business days prior to the Closing Time.
(g)
Approval of Listing. The Company shall have submitted a listing of additional shares notification form to Nasdaq Stock Market
LLC with respect to the Shares and shall have received no objection thereto from Nasdaq Stock Market LLC.
(h)
No Objection. FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.
(i)
Lock-Up Agreements. At the date of this Agreement, the Representative shall have received an agreement substantially in the form
of Exhibit A hereto signed by all of the Company’s directors and executive officers (the “Lock-Up Agreements”).
The Company agrees to enforce the restrictions on transfer set forth in Lock-Up Agreements.
(j)
IP Certificate. At the Closing Time, the Representative shall have received from the Company a certificate with respect
to certain intellectual property matters, in form and substance satisfactory to the Representative.
(k)
Rating. Neither the Company nor its Subsidiaries have any debt securities or preferred stock that are rated by any “nationally
recognized statistical rating agency” (as defined in Section 3(a)(62) of the 1934 Act).
(l)
Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such other documents and
opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated,
or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein
contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall
be reasonably satisfactory in form and substance to the Representative and counsel for the Underwriters.
(m)
Termination of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be
fulfilled, this Agreement may be terminated by the Representative by notice to the Company at any time at or prior to Closing Time, and
such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections
1, 4, 6, 7, 8, 13, 14 and 15 shall survive any such termination and remain in full force and effect.
SECTION
6. Indemnification.
(a)
Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates (as such term
is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), its selling agents and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information deemed
to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required to be stated therein
or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material
fact included (A) in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the
General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or (B) in any materials or information provided
to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Shares (“Marketing
Materials”), including any roadshow or investor presentations made to investors by the Company (whether in person or electronically),
or the omission or alleged omission in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters
Communication, the General Disclosure Package, the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(ii)
against any and all loss, liability, claim, damage and reasonable and documented expense whatsoever, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced
or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission;
provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;
(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative), reasonably
incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto),
including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information; and provided further, that the
Company shall not be required to indemnify and hold harmless any Underwriter or Affiliate with respect to any loss, liability, claim,
damage and expenses incurred by it that are judicially determined to have resulted from the fraud, gross negligence, willful misconduct
or bad faith of such Underwriter or Affiliate or the breach of this Agreement or any obligations of confidentiality owed to the Company,
and in any such event, any expenses advanced by the Company to such Underwriter or Affiliate shall be reimbursed.
(b)
Actions against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each
indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify
an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by
the Representative. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that
counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying parties be liable for the reasonable fees and expenses of more than one counsel (in addition to any
local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar
or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect
to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever
in respect of which indemnification or contribution could be sought under this Section 6 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
(c)
Settlement without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable and documented fees and expenses of counsel, such indemnifying party agrees that it
shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION
7. Contribution.
If
the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified
party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i)
in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters,
on the other hand, from the offering of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company, on the one hand, and of the Underwriters, on the other hand, in connection with the
statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable
considerations.
The
relative benefits received by the Company, on the one hand, and the Underwriters, on the other hand, in connection with the offering
of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the
offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company, on the one hand, and the total
underwriting discount received by the Underwriters, on the other hand, in each case as set forth on the cover of the Prospectus, bear
to the aggregate public offering price of the Shares as set forth on the cover of the Prospectus.
The
relative fault of the Company, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other
things, whether any such 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 by the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.
The
Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which
does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding
the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and
commissions received by such Underwriter in connection with the Shares underwritten by it and distributed to the public.
No
person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
For
purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act and each Underwriter’s Affiliates and selling agents shall have the same rights to contribution as such Underwriter,
and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls
the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution
as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to
the number of Shares set forth opposite their respective names in Schedule A hereto and not joint.
SECTION
8. Representations, Warranties and Agreements to Survive.
All
representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its Subsidiaries
submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf
of any Underwriter or its Affiliates or selling agents, any person controlling any Underwriter, its officers or directors or any person
controlling the Company and (ii) delivery of and payment for the Shares.
SECTION
9. Termination of Agreement.
(a)
Termination. The Representative may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing
Time (i) if there has been, in the judgment of the Representative, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material
adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and
its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred
any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in U.S. or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Representative,
impracticable or inadvisable to proceed with the completion of the offering or to enforce contracts for the sale of the Shares, or (iii)
if trading in any securities of the Company has been suspended or materially limited by the Commission or the Nasdaq Stock Market LLC,
or (iv) if trading generally on the NYSE MKT or the New York Stock Exchange or in the Nasdaq Capital Market has been suspended or materially
limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges
or by order of the Commission, FINRA or any other governmental authority, or (v) a material disruption has occurred in commercial banking
or securities settlement or clearance services in the United States or with respect to Clearstream or Euroclear systems in Europe, or
(vi) if a banking moratorium has been declared by either Federal or New York authorities.
(b)
Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party
to any other party except as provided in Section 4 hereof, and provided further that Sections 1, 4, 6, 7, 8, 14, 15 and 16 shall survive
such termination and remain in full force and effect.
SECTION
10. Default by One or More of the Underwriters.
If
one or more of the Underwriters shall fail at the Closing Time to purchase the Shares which it or they are obligated to purchase under
this Agreement (the “Defaulted Shares”), the Representative shall have the right, within 24 hours thereafter, to make
arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of
the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall
not have completed such arrangements within such 24-hour period, then:
(a)
if the number of Defaulted Shares does not exceed 10% of the number of Shares to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(b)
if the number of Defaulted Shares exceeds 10% of the number of Shares to be purchased on such date, this Agreement shall terminate without
liability on the part of any non-defaulting Underwriter.
No
action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In
the event of any such default which does not result in a termination of this Agreement either the (i) Representative or (ii) the Company
shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration
Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter”
includes any person substituted for an Underwriter under this Section 10.
SECTION
11. No Sales to Residents of Canada.
The
Underwriters shall (i) not offer to sell or sell any Securities to any resident of Canada, and (ii) ensure that confirmation slips provided
to the purchasers of Securities confirm that the sale of the Securities contain a statement that (1) it is the Underwriters’ understanding
that the purchaser of Shares is not a resident of Canada; and (2) that if such purchaser of Shares is a person not resident in Canada
that prior to the expiry of a period of four months and one day from the Closing Time, it will not, and must not, offer or sell any Shares
to persons in Canada.
SECTION
12. Notices.
Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of: (i) the time of transmission, if such notice or communication is delivered via e-mail
attachment at the email address set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a day
on which the Nasdaq Stock Market LLC is open for trading (“Trading Day”), (ii) the next Trading Day after the time
of transmission, if such notice or communication is delivered via e-mail attachment at the e-mail address as set forth on the signature
pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second
(2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (iv) upon
actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as
set forth below:
if
sent to the Representative or any Underwriter, shall be delivered personally, by e-mail, or sent by a nationally recognized overnight
courier service to:
Titan
Partners Group LLC, a division of American Capital Partners, LLC
4
World Trade Center, 29th Floor
New
York, NY 10007
Attention:
Adam Sands
Email:
notices@titanpartnersgrp.com
with
a copy to Underwriters’ counsel (which shall not constitute notice) at:
Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
919
Third Avenue
New
York, New York 10022
Attention:
Jeffrey D. Cohan & Eric Foster
Email:
JDCohan@mintz.com; EFoster@mintz.com
if
sent to the Company, shall be delivered personally, by e-mail, or sent by a nationally recognized overnight courier service to:
A2Z
Cust2Mate Solutions Corp.
1600-609
Granville Street
Vancouver,
British Columbia V7Y 1C3 Canada
Attention:
Gadi Graus & Gadi Levin
Email:
gadi.g@a2zas.com; gadi@a2zas.com
with
a copy to the Company counsel (which shall not constitute notice) at:
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st floor
New
York, NY 10036
Attention:
Gregory Sichenzia & Avital Perlman
Email:
gsichenzia@srfc.law; aperlman@srfc.law
SECTION
13. No Advisory or Fiduciary Relationship.
The
Company acknowledges and agrees that (a) the purchase and sale of the Shares pursuant to this Agreement, including the determination
of the public offering price of the Shares and any related discounts and commissions, is an arm’s-length commercial transaction
between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering of the Shares
and the process leading thereto, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the
Company, any of its Subsidiaries or their respective shareholders, creditors, employees or any other party, (c) no Underwriter has assumed
or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering of the Shares, the Concurrent
Registered Direct Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising
the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect to the offering
of the Shares or the Concurrent Registered Direct Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters
and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the
Company and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering of the
Shares or the Concurrent Registered Direct Offering and the Company has consulted its own respective legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate.
SECTION
14. Parties.
This
Agreement shall each inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters
and the Company and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and
7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any
provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit
of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and their
heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter
shall be deemed to be a successor by reason merely of such purchase.
SECTION
15. Governing Law.
This
agreement and any claim, controversy or dispute arising under or related to this agreement shall be governed by, and construed in accordance
with the laws of, the state of New York without regard to its choice of law provisions.
SECTION
16. Waiver of Trial by Jury. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
SECTION
17. Consent to Jurisdiction; Waiver of Immunity. Any legal suit, action or proceeding arising out of or based upon this Agreement
or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the
City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York located in the City and County of New York,
Borough of Manhattan (collectively, the “Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction
(except for proceedings instituted in regard to the enforcement of a judgment of any such court, as to which such jurisdiction is non-exclusive)
of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s
address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The
parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified
Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other
proceeding brought in any such court has been brought in an inconvenient forum.
SECTION
18. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO
NEW YORK CITY TIME.
SECTION
19. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision
of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and
only such minor changes) as are necessary to make it valid and enforceable.
SECTION
20. Counterparts. This Agreement may be executed in any number of counterparts (which may include counterparts delivered by any
standard form of telecommunication), each of which shall be deemed to be an original, but all such counterparts shall together constitute
one and the same agreement. Counterparts may be delivered via electronic mail (including any electronic signature covered by the U.S.
federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered
and be valid and effective for all purposes.
SECTION
21. Effect of Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and
shall not be deemed a part of this Agreement.
SECTION
22. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the
Company and the Underwriters, or any of them, with respect to the subject matter hereof.
SECTION
23. Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any
interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States
or a state of the United States.
In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For
purposes of this Agreement, (A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and
shall be interpreted in accordance with, 12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a
“covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered
bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning
assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and
(D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[SIGNATURE
PAGES FOLLOW]
Very
truly yours,
| |
A2Z
Cust2Mate Solutions Corp. |
| |
|
| |
By: |
/s/ Gadi
Graus |
| |
Name: |
Gadi Graus |
| |
Title: |
Chief Executive
Officer |
Accepted
as of the date hereof
Titan
Partners Group LLC,
A
Division of American Capital Partners, LLC |
|
| |
|
| By: |
/s/ Adam
Sands |
|
| Name: |
Adam
Sands |
|
| Title: |
Authorized Representative |
|
For
themselves and as Representative of the other Underwriters named in Schedule A hereto.
[Signature
Page to Underwriting Agreement]
SCHEDULE
A
| Underwriter(s) | |
Number
of
Shares | |
| Titan Partners Group LLC, a division
of American Capital Partners, LLC | |
| 3,281,250 | |
| Total | |
| 3,281,250 | |
SCHEDULE
B-1
Pricing
Terms
Number
of Shares: 3,281,250
Public
Offering Price per Share: $6.40
Underwriters’
Discount per Share: $0.448
SCHEDULE
B-2
Free
Writing Prospectuses
None.
Exhibit
A
FORM
OF LOCK-UP AGREEMENT
January
__, 2025
| |
Re: |
Underwriting Agreement, dated
as of January __, 2025 (the “Underwriting Agreement”), between A2Z Cust2Mate Solutions Corp. (the “Company”)
and the several underwriters named in Schedule I thereto. |
Ladies
and Gentlemen:
Capitalized
terms used but not defined in this letter agreement (this “Letter Agreement”) shall have the meanings set forth in
the Underwriting Agreement. Pursuant to Section 5(l) of the Underwriting Agreement and in satisfaction of a condition of the Company’s
obligations under the Underwriting Agreement, the undersigned irrevocably agrees with the Company that, from the date hereof until sixty
(60) days after the Closing Date (such period, the “Restriction Period”) the undersigned will not offer, sell, contract
to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected
to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by
the undersigned or any Affiliate of the undersigned or any person in privity with the undersigned or any Affiliate of the undersigned),
directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to,
any Common Shares of the Company or securities convertible, exchangeable or exercisable into, Common Shares of the Company beneficially
owned, held or hereafter acquired by the undersigned (the “Securities”) or make any demand for or exercise any right
or cause to be filed a registration, including any amendments thereto, with respect to the registration of any Common Shares or Common
Share Equivalents or publicly disclose the intention to do any of the foregoing. Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company shall
impose irrevocable stop-transfer instructions preventing the transfer agent of the Company from effecting any actions in violation of
this Letter Agreement.
Notwithstanding
the foregoing, and subject to the conditions below, the undersigned may transfer the Securities provided that (1) the Company receives
a signed lock-up letter agreement (in the form of this Letter Agreement) for the balance of the Restriction Period from each donee, trustee,
distributee, or transferee, as the case may be, prior to such transfer, (2) any such transfer shall not involve a disposition for value,
(3) such transfer is not required to be reported with the Securities and Exchange Commission in accordance with the Exchange Act and
no report of such transfer shall be made voluntarily, and (4) neither the undersigned nor any donee, trustee, distributee or transferee,
as the case may be, otherwise voluntarily effects any public filing or report regarding such transfers, with respect to transfer:
| |
i) |
as
a bona fide gift or gifts, or charitable contribution(s); |
| |
|
|
| |
ii) |
to
any immediate family member or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the
undersigned (for purposes of this Letter Agreement, “immediate family” shall mean any relationship by blood, marriage
or adoption, not more remote than first cousin); |
| |
iii) |
to
any corporation, partnership, limited liability company, or other business entity all of the equity holders of which consist of the
undersigned and/or the immediate family of the undersigned; |
| |
|
|
| |
iv) |
if
the undersigned is a corporation, partnership, limited liability company, trust or other business entity (a) to another corporation,
partnership, limited liability company, trust or other business entity that is an Affiliate of the undersigned, (b) in the form of
a distribution to limited partners, limited liability company members or shareholders of the undersigned, or (c) in connection with
a sale, merger or transfer of all or substantially all of the assets of the undersigned or any other change of control of the undersigned,
not undertaken for the purpose of avoiding the restrictions imposed by this Letter Agreement; |
| |
|
|
| |
v) |
if
the undersigned is a trust, to the beneficiary of such trust; or |
| |
|
|
| |
vi) |
by
will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned. |
In
addition, notwithstanding the foregoing, this Letter Agreement shall not restrict the delivery of Common Shares to the undersigned upon
(i) exercise any options granted under any employee benefit plan of the Company; provided that any Common Shares or Securities acquired
in connection with any such exercise will be subject to the restrictions set forth in this Letter Agreement, or (ii) the exercise of
warrants or any other security convertible into or exercisable for Common Shares; provided that such Common Shares delivered to the undersigned
in connection with such exercise or conversion are subject to the restrictions set forth in this Letter Agreement.
Furthermore,
the undersigned may enter into any new plan established in compliance with Rule 10b5-1 of the Exchange Act; provided that (i) such plan
may only be established if no public announcement or filing with the Securities and Exchange Commission, or other applicable regulatory
authority, is made in connection with the establishment of such plan during the Restriction Period, except as required by applicable
securities laws, and (ii) no sale of Common Shares are made pursuant to such plan during the Restriction Period.
The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each Underwriter
to complete the transactions contemplated by the Underwriting Agreement and the Company shall be entitled to specific performance of
the undersigned’s obligations hereunder. The undersigned hereby represents that the undersigned has the power and authority to
execute, deliver and perform this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned
will indirectly benefit from the closing of the transactions contemplated by the Underwriting Agreement.
This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of each of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the principles
of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States District Court sitting
in the Southern District of New York and the courts of the State of New York located in Manhattan, for the purposes of any suit, action
or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees not to assert in any such suit, action
or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such court, (ii) the suit, action or proceeding
is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding is improper. The undersigned hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by receiving a copy thereof
sent to the Company at the address in effect for notices to it under the Underwriting Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. The undersigned hereby waives any right to a trial by jury. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. The undersigned agrees and understands
that this Letter Agreement does not intend to create any relationship between the undersigned and any Underwriter and that no Underwriter
is entitled to cast any votes on the matters herein contemplated and that no issuance or sale of the Securities is created or intended
by virtue of this Letter Agreement.
This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Underwriters.
It
is understood that, this Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder,
upon the earliest to occur, if any, of (i) prior to the execution of the Underwriting Agreement, the Company advises Titan Partners Group
LLC, a division of American Capital Partners, LLC, in writing that it has determined not to proceed with the offering, (ii) the Underwriting
Agreement is executed but is terminated prior to payment for and delivery of any Securities pursuant to the Underwriting Agreement, or
(iii) January 29, 2025, in the event that the Underwriting Agreement has not been executed by such date.
This
Letter Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for
the benefit of, nor may any provisions hereof be enforced by, any other Person.
***
SIGNATURE PAGE FOLLOWS***
This
Letter Agreement may be executed in two or more counterparts, all of which when taken together may be considered one and the same agreement.
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of Common Shares underlying subject to warrants, options, debentures or other convertible securities |
By
signing below, the Company agrees to enforce the restrictions on transfer set forth in this Letter Agreement.
| A2Z
Cust2Mate Solutions Corp. |
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Exhibit
99.2
REPRESENTATIVE’S
PURCHASE WARRANT
A2Z
Cust2Mate Solutions Corp.
| Warrant
Shares: [_________] |
Initial
Exercise Date: July 29, 2025 |
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Issue
Date: January 29, 2025 |
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This
REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, American Capital
Partners, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or after the date referred to above as the Initial Exercise Date (the “Initial
Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on January 29, 2030 (the “Termination Date”)
but not thereafter, to subscribe for and purchase from A2Z Cust2Mate Solutions Corp., a corporation organized under the laws of the Province
of British Columbia (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant
Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).
Section
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Underwriting
Agreement (the “Underwriting Agreement”), dated January 27, 2025, between the Company and Titan Partners Group
LLC, a division of American Capital Partners, LLC, as representative of the several Underwriters named in Schedule A thereto.
Section
2. Exercise.
a) Exercise
of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on
or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted
by email (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within
the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section
2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified
in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise
procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding
anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder
has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall
surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise
is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares
available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business
Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of
the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available
for purchase hereunder at any given time may be less than the amount stated on the face hereof.
b)
Exercise Price. The exercise price per share of Common Stock under this Warrant shall be $8.00, subject to adjustment hereunder
(the “Exercise Price”).
c) Cashless
Exercise. In lieu of exercising this Warrant by delivering the aggregate Exercise Price by wire transfer or cashier’s check,
at the election of Holder, this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise”
in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by
(A), where:
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(A) |
= |
as
applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of
Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed
and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined
in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the
Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid
Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution
of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading
Day and is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date
of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof
after the close of “regular trading hours” on such Trading Day; |
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(B) |
= |
the
Exercise Price of this Warrant, as adjusted hereunder; and |
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(X) |
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the
number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such
exercise were by means of a cash exercise rather than a cashless exercise. |
“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock are then listed
or quoted on The New York Stock Exchange, the NYSE American or any tier of The Nasdaq Stock Market (each, a “Trading Market”),
the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which
the Common Stock are then listed or quoted as reported by Bloomberg L.P. (“Bloomberg”) (based on a trading day from
9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock are listed or quoted on the OTCQB or OTCQX
(each as operated by OTC Markets Group, Inc., or any successor market), the volume weighted average price of the Common Stock for such
date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock are not then listed or quoted for trading
on the OTCQB or OTCQX Markets and if prices for the Common Stock are then reported in the OTC Pink Market published by OTC Markets Group
Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) in all other cases, the fair market value of a Common Stock as determined by an independent appraiser
selected in good faith by the Board of Directors of the Company and reasonably acceptable to the Holder, the fees and expenses of which
shall be paid by the Company.
If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the
Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised, and the holding period
of the Warrants being exercised may be tacked onto the holding period of the Warrant Shares. The Company agrees not to take any position
contrary to this Section 2(c).
d)
Mechanics of Exercise.
i. Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company by the Holder of the Notice of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.
ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and
upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant.
iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the
Holder shall be required to return any Warrant Shares or Common Stock subject to any such rescinded exercise notice concurrently with
the return to the Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of the Holder’s
right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such
restored right).
iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if
the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section
2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by
its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares
of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon
such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x)
the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds
(y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection
with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B)
at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise
was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the
Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares
of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately
preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating
the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing
herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.
v. No
Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the
Exercise Price or round up to the next whole share.
vi. Charges,
Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other
incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and
such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,
however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company
(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.
vii. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
e) Holder’s
Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise
as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting
as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would
beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number
of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares
of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the
number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted
portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation
on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution
Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shall be calculated in
accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the
Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned
by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the
sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether
this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall
have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated
above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of
outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission,
as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer
Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall
within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case,
the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number
of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon
election by a Holder prior to the issuance of any Warrants, 9.99%) of the number of shares of Common Stock outstanding immediately after
giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(e) shall continue to
apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered
to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with
the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended
Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to
such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
Section
3. Certain Adjustments.
a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes
a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of
Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this
Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common
Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the
numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event
and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of
shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant
shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision, combination or re-classification. For the purposes of clarification, the Exercise Price
of this Warrant will not be adjusted in the event that the Company or any subsidiary thereof, as applicable, sells or grants any option
to purchase, or sell or any grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise
Price then in effect.
b) Subsequent
Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells
any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any
class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms
applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance
or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are
to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right
to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall
not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result
of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time,
if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
c) Pro
Rata Distribution. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution
of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution (other than cash) of stock or other securities, property or options by way of a dividend, spin off,
reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),
at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution
to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable
upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial
Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the
date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided,
however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder
exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent
(or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such
Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result
in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised
at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the
Holder has exercised this Warrant.
d) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions
effects any merger or consolidation of the Company with or into another Person, (ii) the Company (and all of its Subsidiaries, taken
as a whole), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer
or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to
sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the
outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification,
reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related
transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or
other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase
agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant,
the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior
to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the
exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is
the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such
Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to
such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted
to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock
in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable
manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same
choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with
the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved
by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the
Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form
and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or
its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to
any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the
exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise
price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental
Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction,
the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions
of this Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and
power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor
Entity had been named as the Company herein.
e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes
of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.
f) Notice
to Holder.
i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number
of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.
ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common
Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall
authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock
of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any
sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock
is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its
last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock
of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date
as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of Common Stock for
securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material,
non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission
pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Section
4. Transfer of Warrant.
a) Transferability.
Pursuant to FINRA Rule 5110(e)(1), neither this Warrant nor any Warrant Shares issued upon exercise of this Warrant shall be sold, transferred,
assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result
in the effective economic disposition of the securities by any person for a period of 180 days immediately following the commencement
of sales of the offering pursuant to which this Warrant is being issued, except as permitted under FINRA Rule 5110(e)(2). Subject to
the foregoing restriction, this Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant
at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant
or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument
of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant
shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender
this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant
to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this
Warrant in full. This Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant
Shares without having a new Warrant issued.
b) New
Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or
its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and
shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.
c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by or on behalf of the Company for that purpose
(the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat
the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.
d) Representation
by Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise
hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or
reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant
to sales registered or exempted under the Securities Act.
Section
5. [Reserved].
Section
6. Miscellaneous.
a) No
Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends
or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set
forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to
Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required
to net cash settle an exercise of this Warrant.
b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case
of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include
the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make
and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.
c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.
d) Authorized
Shares.
i. The
Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with
the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants
that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer occurring contemporaneously with such issue).
ii. Except
and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale
of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary
or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the
foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise
immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof,
as may be, necessary to enable the Company to perform its obligations under this Warrant.
iii. Before
taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.
e) Governing
Law; Venue. This Warrant shall be deemed to have been executed and delivered in New York and both this Warrant and the transactions
contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other respects by the laws of
the State of New York applicable to agreements wholly performed within the borders of such state and without regard to the conflicts
of laws principals thereof (other than Section 5-1401 of The New York General Obligations Law). Each of the Holder and the Company: (a)
agrees that any legal suit, action or proceeding arising out of or relating to this Warrant and/or the transactions contemplated hereby
shall be instituted exclusively in the Supreme Court of the State of New York, New York County, or in the United States District Court
for the Southern District of New York, (b) waives any objection which it may have or hereafter to the venue of any such suit, action
or proceeding, and (c) irrevocably consents to the jurisdiction of Supreme Court of the State of New York, New York County, or in the
United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Holder and the
Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding
in the Supreme Court of the State of New York, New York County, or in the United States District Court for the Southern District of New
York and agrees that service of process upon the Company mailed by certified mail to the Company’s address or delivered by Federal
Express via overnight delivery shall be deemed in every respect effective service of process upon the Company, in any such suit, action
or proceeding, and service of process upon the Holder mailed by certified mail to the Holder’s address or delivered by Federal
Express via overnight delivery shall be deemed in every respect effective service process upon the Holder, in any such suit, action or
proceeding. THE HOLDER (ON BEHALF OF ITSELF, ITS SUBSIDIARIES AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE
EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT HOLDER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING
OUT OF OR IN CONNECTION WITH THIS WARRANT AND THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT.
f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not
utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as
a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of
this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material
damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including,
but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting
any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices.
Any and all notices or other communications or deliveries to be provided hereunder shall be made in accordance with Section 7.3 of the
Underwriting Agreement.
i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant
Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase
price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the
Company.
j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any
action for specific performance that a remedy at law would be adequate.
k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the
benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.
The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable
by the Holder or holder of Warrant Shares.
l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand, and
the Holder of this Warrant, on the other hand.
m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the
extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this
Warrant.
********************
(Signature
Page Follows)
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above
indicated.
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NOTICE
OF EXERCISE
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A2Z Cust2Mate Solutions Corp. |
(1)
The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2)
Payment shall take the form of (check applicable box):
☐ in lawful money of the United States; or
☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 2(c).
(3)
Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to the following DWAC Account Number:
_______________________________
_______________________________
_______________________________
[SIGNATURE
OF HOLDER]
Name
of Investing Entity: ___________________________________________________
________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity:
_________________________________________________
Name
of Authorized Signatory:
___________________________________________________________________
Title
of Authorized Signatory:
Date:
___________________________________________________________________
ASSIGNMENT
FORM
(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)
FOR
VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to
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Exhibit
99.3
SECURITIES
PURCHASE AGREEMENT
This
Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2025 between A2Z Cust2Mate Solutions Corp.,
a corporation continued under the laws of the Province of British Columbia (the “Company”), and each purchaser identified
on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities
Act of 1933, as amended (the “Securities Act”), the Company desires to issue and sell to each Purchaser, and each
Purchaser, severally and not jointly, desires to purchase from the Company, the securities as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt
and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board
of Directors” means the board of directors of the Company.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York, Israel or Vancouver, British Columbia are authorized or required by law or other
governmental action to close.
“Canadian
Jurisdictions” means each of the provinces and territories of Canada.
“Canadian
Authorities” means the Canadian securities regulatory authorities in each of the Canadian Jurisdictions.
“Closing”
means the closing of the purchase and sale of the Shares and Pre-funded Warrants pursuant to Section 2.1.
“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares and Pre-funded Warrants, in each case, have been satisfied or waived, but in no event later than the
second (2nd) Trading Day following the date hereof except as may be extended by the Company.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Shares” means the common shares of the Company, no par value, and any other class of securities into which such securities
may hereafter be reclassified or changed.
“Common
Shares Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.
“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the
date hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading
Day, no later than 9:01 a.m. (New York City time) on the date hereof.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” means any of (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.
“Per
Share Purchase Price” equals $6.40 per Share, subject to adjustment for reverse and forward stock splits, stock dividends,
stock combinations, stock consolidations and other similar transactions of Common Shares that occur following the date hereof, provided
that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.0001.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Pre-Funded
Warrant” means, collectively, the Pre-Funded purchase warrants delivered to the Purchasers at the Closing in accordance with
Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form
of Exhibit A attached hereto.
“Pre-Funded
Warrant Shares” means the Common Shares issuable upon exercise of the Pre-Funded Warrants.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).
“Prospectus”
means the Company’s base prospectus included in the Registration Statement.
“Prospectus
Supplement” means the Company’s supplement to the Prospectus in respect of the placement of the Shares and Pre-funded
Warrants complying with Rule 424(b) of the Securities Act that is filed with the Commission and delivered by the Company to each Purchaser
at the Closing.
“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.
“Registration
Statement” means the Company’s effective registration statement with Commission (File No. 333-271226), which registers
the offer and sale from time to time of Common Shares, Pre-funded Warrants and the other securities identified therein.
“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“SEC
Reports” means all reports, schedules, forms, statements and other documents filed or furnished by the Company under the Securities
Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter
period as the Company was required by law or regulation to file such materials) (including the exhibits thereto and documents incorporated
by reference therein) together with the Prospectus and the Prospectus Supplement.
“Securities”
means the Shares, the Pre-funded Warrants and the Pre-funded Warrant Shares.
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Shares”
means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.
“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing Common Shares).
“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Pre-funded Warrants purchased hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.
“Subsidiary”
means any subsidiary of the Company as set forth on the SEC Reports, and shall, where applicable, also include any direct or indirect
subsidiary of the Company formed or acquired after the date hereof.
“Trading
Day” means a day on which the principal Trading Market is open for trading.
“Trading
Market” means The Nasdaq Stock Market LLC (“Nasdaq”) (or any successors to the foregoing).
“Transaction
Documents” means this Agreement, the Pre-funded Warrants and all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means Capital Transfer Agency, and any successor transfer agent of the Company.
“Wholly-Owned
Subsidiaries” means the Subsidiaries that are 100% owned by the Company, as indicated in the SEC Reports.
1.2
Currency. All references in this Agreement to “$” shall refer to the currency of the United States of America, unless
otherwise specified.
ARTICLE
II.
PURCHASE
AND SALE
2.1
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the
Purchasers, severally and not jointly, agree to purchase, up to an aggregate of approximately $___ million of Shares; provided, however,
that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,
and any Person acting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in
excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser
may elect to purchase Pre-funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid
by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser
at Closing, 9.99%) of the number of Common Shares outstanding immediately after giving effect to the issuance of the Securities on the
Closing Date. The Company shall deliver to each Purchaser its respective Shares (and/or Pre-funded Warrants) as determined pursuant to
Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.
Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur electronically or in such
other manner as the parties shall mutually agree.
The
settlement of the Shares purchased by the Purchaser shall be effected by (i) book entry issuance of unrestricted Shares or (ii) crediting
the account of the Purchaser’s prime broker with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal
At Custodian (“DWAC”) delivery system, whereby Purchaser’s prime broker shall initiate a DWAC transaction on the Closing
Date using its DTC participant identification number, and released by the Transfer Agent at the Company’s direction. NO LATER
THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, THE PURCHASER SHALL:
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(I) |
IF
APPLICABLE, DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC
INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND |
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(II) |
REMIT
BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND PRE-FUNDED WARRANTS BEING PURCHASED
BY THE PURCHASER TO THE ACCOUNT SET FORTH ON SCHEDULE A HERETO. |
IT
IS THE PURCHASER’S RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER IN A TIMELY MANNER AND (B) IF APPLICABLE, ARRANGE FOR
SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER. IF THE PURCHASER DOES NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SHARES AND -PRE-FUNDED
WARRANTS OR DOES NOT MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE SHARES AND PRE-FUNDED WARRANTS MAY NOT BE DELIVERED
AT CLOSING TO THE PURCHASER OR THE PURCHASER MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.
2.2
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:
(i)
this Agreement duly executed by the Company;
(ii)
the Company shall have provided each Purchaser with the Company’s wire instructions;
(iii)
a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via DTC
or DWAC Shares equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of
such Purchaser; and
(iv)
for each Purchaser of Pre-funded Warrants pursuant to Section 2.1, a Pre-funded Warrant registered in the name of such Purchaser to purchase
up to a number of Common Shares equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-funded Warrants
divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, subject to adjustment therein; and
(v)
the Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).
(b)
On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i)
this Agreement duly executed by such Purchaser; and
(ii)
such Purchaser’s Subscription Amount with respect to the Shares and Pre-funded Warrants.
2.3
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and
(iii)
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.
(b)
The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:
(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);
(ii)
all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;
(iii)
the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;
(iv)
there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and
(v)
the Company shall have received any required approvals by the Canadian Authorities.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth in the SEC Reports, the Company hereby makes the following
representations and warranties to each Purchaser:
(a)
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents to which it is a party and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of this Agreement and each of the other applicable Transaction Documents by the
Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action
on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document
to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with
the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution
provisions may be limited by applicable law.
(b)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby
do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or
assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments,
acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument
(evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by
which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict
with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(c)
Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents to which it is a party,
other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus
Supplement, (iii) application(s) to the Trading Market for the listing of the Shares and Pre-funded Warrant Shares for trading thereon
in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities laws, and
(v) any reports or filings with certain Canadian Authorities related hereto, if required (collectively, the “Required Approvals”).
(d)
Issuance of the Securities; Registration. The Shares and Pre-funded Warrants have been duly authorized and, when issued and paid
for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and
clear of all Liens imposed by the Company. The Pre-funded Warrants are duly authorized and, when issued in accordance with this Agreement,
will be duly and validly issued, fully paid and non-assessable, and free and clear of all Liens imposed by the Company. The Company has
reserved from its duly authorized capital stock the number of Common Shares issuable pursuant to this Agreement and the Pre-funded Warrants.
The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act, which became
effective on April 21, 2023 (the “Effective Date”), including the Prospectus, and such amendments and supplements
thereto as may have been required to the date of this Agreement. The Company was at the time of the filing of the Registration Statement
eligible to use Form F-3. The Company is eligible to use Form F-3 under the Securities Act and it meets the transaction requirements
as set forth in General Instruction I.B5 of Form F-3. The Registration Statement is effective under the Securities Act and no stop order
preventing or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been
issued by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened
by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with
the Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the date
of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material
respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus
and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was issued and at the Closing
Date, conformed and will conform in all material respects to the requirements of the Securities Act and did not and will not contain
an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
(e)
Certain Fees. The Company will pay certain finders a cash fee up to 8% of the gross proceeds from the sale of the Shares and Pre-funded
Warrants in this offering and, upon the Closing, the Company shall grant to certain finders warrants for the purchase of an amount up
to 8% of the Shares and Pre-funded Warrants issued in the Offering. The Purchasers shall have no obligation with respect to any fees
or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in
connection with the transactions contemplated by the Transaction Documents.
(f)
Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act,
and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating
such registration, except as disclosed in the SEC Reports.
(g)
SEC Registration. The Company is subject to the reporting requirements of Section 13 of the Exchange Act and files periodic reports
with the SEC and the Common Shares are registered with the SEC under Section 12(b) of the Exchange Act.
3.2
Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and
warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case
they shall be accurate as of such date):
(a)
Organization; Authority. Such Purchaser is not resident or domiciled in Canada and is either an individual or an entity duly incorporated
or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right,
corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated
by the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of the applicable Transaction Documents and performance by such Purchaser of the transactions contemplated by such Transaction
Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable,
on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered
by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable
against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar
as indemnification and contribution provisions may be limited by applicable law.
(b)
Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct
or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares (this representation
and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in
compliance with applicable federal and state securities laws). Such purchaser acknowledges that the Company may be required to file a
report of exempt distribution on Form 45-106F1 with certain of the Canadian Authorities and consents to the Company providing reasonable
purchaser information to such Canadian Authorities, where required by applicable law. Such Purchaser is acquiring the Securities hereunder
in the ordinary course of its business.
(c)
Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each
date on which it exercises any Pre-funded Warrants, it will be either (i) an “accredited investor” as defined in Rule 501(a)(1),
(a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act.
(d)
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.
(e)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
all schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment.
(f)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has
not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,
in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of
such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers
managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other
than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,
directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of
all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
(g)
General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.
(h)
Consolidation of the Common Shares. Purchaser understands that the Company has effected a 2.5 to 1 consolidation effective October
8, 2024. Such Purchaser acknowledges that the Company may effect additional consolidations of the Common Shares on the basis of 100 pre-consolidation
shares for one post-consolidation share, or such other lesser consolidation ratio as determined by the Company’s Board of Directors
at its sole discretion, in one or more tranches through July 29, 2025 as more particularly described in the Management Information Circular
filed with the Commission on July 16, 2024.
(i)
Concurrent Public Offering. Purchaser understands that the Company may be conducting an underwritten offering of Common Shares
of up to $30,000,000 at the same Per Share Purchase Price as Common Shares sold in this offering, at either the same time as this offering
or within the next week.
The
Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement
or the consummation of the transactions contemplated hereby.
ARTICLE
IV.
OTHER
AGREEMENTS OF THE PARTIES
4.1
Legends. The Shares, Pre-funded Warrants, and Pre-funded Warrant Shares shall be issued free of legends. If all or any portion
of a Pre-funded Warrant is exercised at a time when there is an effective registration statement to cover the issuance or resale of the
Pre-funded Warrant Shares or if the Pre-funded Warrant is exercised via cashless exercise, the Pre-funded Warrant Shares issued pursuant
to any such exercise shall be issued free of all legends.
4.2
Securities Laws Disclosure; Publicity. The Company shall by the Disclosure Time issue a press release disclosing the material
terms of the transactions contemplated hereby.
4.3
Reservation of Common Shares. The Company shall continue to reserve and keep available at all times, free of preemptive rights,
a sufficient number of Common Shares for the purpose of enabling the Company to issue Shares pursuant to this Agreement and Pre-funded
Warrant Shares pursuant to any exercise of the Pre-funded Warrants.
4.4
Listing of Common Shares. The Company shall notify Nasdaq of the offering of the Securities to the extent required by the rules
of Nasdaq.
4.5
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that
neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at
such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 4.4. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the
transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described
in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this transaction.
4.6
Subsequent Sales. Each Purchaser, severally and not jointly with the other Purchasers, covenants that, prior to the expiry of
a period of four months and one day from the Closing Date, it will not, and must not, offer or sell any Securities to persons in Canada.
ARTICLE
V.
MISCELLANEOUS
5.1
Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without
any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).
5.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including,
without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice
delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.
5.3
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding
of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.4
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New
York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd)Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.
The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any
notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company
or any Subsidiaries, the Company shall file such notice with the Commission pursuant to a Report on Form 6-K as soon as practicable thereafter.
5.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and all of the Purchasers in the event of an amendment prior to the Closing Date,
and subsequent to the Closing date the Purchasers which purchased at least a majority in interest of the Shares and Pre-funded Warrants
based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived
provision is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or
group of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver
of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in
the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment
or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative to the comparable
rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment
effected in accordance with this Section 5.5 shall be binding upon each Purchaser and the Company.
5.6
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.7
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent
of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom
such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with respect to the transferred
Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”
5.8
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
5.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of
any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that
it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient
venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery)
to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such action or proceeding shall
be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.
5.10
Survival. The representations and warranties contained herein shall survive the Closing for a period of two (2) years from the
Closing.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Reserved.
5.14
Replacement of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to
the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also
pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.
5.15
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree
that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate. Each party agrees that it shall not have a remedy of punitive or consequential damages against
the other and hereby waives any right or claim to punitive or consequential damages it may now have or may arise in the future.
5.16
Payment Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by
or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.
5.17
Independent Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document
are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of
this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional
party in any proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation
of the Transaction Documents. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood
and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.
5.18
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.19
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and Common Shares in any Transaction Document shall be subject to adjustment for reverse and forward
stock splits or consolidations, stock dividends, stock combinations and other similar transactions of the Common Shares that occur after
the date of this Agreement.
5.20
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature
Pages Follow)
IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.
| A2Z
CUST2MATE SOLUTIONS CORP. |
|
Address
for Notice: |
| |
|
|
1600-609
Granville Street Vancouver, British Columbia V7Y 1C3 Canada |
| By: |
|
|
|
| Name: |
|
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E-mail: |
| Title: |
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|
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]
[PURCHASER
SIGNATURE PAGES TO SECURITIES PURCHASE AGREEMENT]
IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
Name
of Purchaser: ______________________________________________________
Signature
of Authorized Signatory of Purchaser: _________________________________
Name
of Authorized Signatory: _______________________________________________
Title
of Authorized Signatory: ________________________________________________
Email
Address of Authorized Signatory:_________________________________________
Facsimile
Number of Authorized Signatory: __________________________________________
Address
for Notice to Purchaser:
Address
for Delivery of Pre-funded Warrant Shares to the Purchaser (if not same address for notice):
DWAC
for Shares:
Subscription
Amount: $_________________
Shares:
_________________
Pre-Funded
Warrant Shares: __________________ Beneficial Ownership Blocker o 4.99% or o 9.99%
EIN
Number: ____________________
Exhibit
A
Form
of Pre-funded Warrant
(See
Attached)
Schedule
A
Company
Wire Instructions
(See
Attached)
Exhibit
99.4
A2Z
Cust2Mate Solutions Corp. Announces Proposed Public Offering
TEL
AVIV, ISRAEL – January 27, 2025 – A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ) (FRA - WKN: A3CSQ) (the “Company”
or “A2Z”), a global leader in innovative technology solutions, today announced that it is proposing to offer and sell its
common shares in an underwritten public offering. The offering is subject to market and other conditions, and there can be no assurance
as to whether or when the offering may be completed, or as to the actual size or terms of the offering. All securities to be sold in
the offering will be offered by A2Z.
A2Z
intends to use the net proceeds from the offering for continued development and expansion of existing business, including fulfilment
of contracted smart cart backlog orders and acceleration of the onboarding process for new clients, and for working capital purposes.
Titan
Partners Group, a division of American Capital Partners, is acting as sole bookrunner for this offering.
The
securities described above will be offered pursuant to a shelf registration statement on Form F-3 (File No. 333-271226), which was previously
filed with the Securities and Exchange Commission (the “SEC”) and became effective on April 21, 2023. A preliminary prospectus
supplement and accompanying base prospectus relating to and describing the terms of the offering will be filed with the SEC and will
be available on the SEC’s website located at http://www.sec.gov, copies of which may be obtained, when available, by contacting
Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, New York 10007, by
phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com.
This
offering will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration
statement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About
A2Z Cust2Mate Solutions Corp.
A2Z
Cust2Mate Solutions Corp. creates innovative solutions for complex challenges. A2Z’s flagship product is the world’s first
proven-in-use mobile self-checkout shopping cart. With its user-friendly smart algorithm, touch screen, and other technologies, Cust2Mate
streamlines the retail shopping experience by scanning purchased products and enabling in-cart payment so that customers can simply “pick
& go”, and bypass long cashier checkout lines. This results in a more efficient shopping experience for customers, less unused
shelf-space and manpower requirements, and advanced command and control capabilities for store managers.
Forward
Looking Statements
Matters
discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,”
“intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance
or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.
These statements include, without limitation, statements related to our ability to close the public offering and the use of proceeds.
These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties.
These include, but are not limited to, risks and uncertainties associated with: the market and other conditions, the impact of geopolitical,
economic, competitive and other factors affecting the Company and its operations, and other factors detailed in reports filed by the
Company with the SEC.
Contact
Information:
John
Gildea
VP
corporate communication
John@a2zas.com
00353
86 8238177
Exhibit
99.5
A2Z
Cust2Mate Solutions Corp. Announces Pricing of US$30 Million Public Offering and Concurrent Registered Direct Offering
TEL
AVIV, ISRAEL – January 27, 2025 – A2Z Cust2Mate Solutions Corp. (NASDAQ: AZ) (FRA - WKN: A3CSQ) (the “Company”
or “A2Z”), today announced the pricing of an underwritten public offering of 3,281,250 common shares at a public offering
price of $6.40 per share. A2Z is concurrently announcing the pricing of a registered direct offering of 1,406,250 common shares at a
purchase price of $6.40 per share. All securities to be sold in the offering are being sold by A2Z. The offerings are expected to close
on or about January 29, 2025, subject to the satisfaction of customary closing conditions.
The
total gross proceeds to the Company from the offerings are expected to be $30 million, before deducting underwriting discounts and commissions
related to the public offering and other estimated offering expenses.
A2Z
intends to use the net proceeds from the offerings for continued development and expansion of existing business, including fulfilment
of contracted smart cart backlog orders and acceleration of the onboarding process for new clients, and for working capital purposes.
Titan
Partners Group, a division of American Capital Partners, is acting as sole bookrunner for the underwritten public offering.
The
securities in the underwritten public offering are being offered pursuant to a prospectus supplement and an accompanying base prospectus
forming part of a shelf registration statement on Form F-3 (File No. 333-271226), which was previously filed with the Securities and
Exchange Commission (the “SEC”) and became effective on April 21, 2023. A preliminary prospectus supplement and accompanying
base prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. A final prospectus
supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the underwritten public offering
may be obtained, when available, by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade
Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at prospectus@titanpartnersgrp.com. These securities
are not being offered in Canada and may not be sold in Canada or to residents of Canada.
The
securities in the registered direct offering are being offered pursuant to a prospectus supplement and an accompanying base prospectus
forming part of a shelf registration statement on Form F-3 (File No. 333-271226), which was previously filed with the Securities and
Exchange Commission (the “SEC”) and became effective on April 21, 2023. A final prospectus supplement relating to the offering
will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus
supplement and the accompanying prospectus relating to the registered direct offering may be obtained, when available, at the SEC’s
website at http://www.sec.gov. These securities are not being offered in Canada and may not be sold in Canada or to residents of Canada.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will
be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.
About
A2Z Cust2Mate Solutions Corp.
A2Z
Cust2Mate Solutions Corp. creates innovative solutions for complex challenges. A2Z’s flagship product is the world’s first
proven-in-use mobile self-checkout shopping cart. With its user-friendly smart algorithm, touch screen, and other technologies, Cust2Mate
streamlines the retail shopping experience by scanning purchased products and enabling in-cart payment so that customers can simply “pick
& go”, and bypass long cashier checkout lines. This results in a more efficient shopping experience for customers, less unused
shelf-space and manpower requirements, and advanced command and control capabilities for store managers.
Forward
Looking Statements
Matters
discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995. When used in this press release, the words “anticipate,” “believe,” “estimate,” “may,”
“intend,” “expect” and similar expressions identify such forward-looking statements. Actual results, performance
or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein.
These statements include, without limitation, statements related to our ability to close the offerings, the satisfaction of customary
closing conditions and the timing of the offerings,, the gross proceeds, and the use of proceeds. These forward-looking statements are
based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited
to, risks and uncertainties associated with: the market and other conditions, the impact of geopolitical, economic, competitive and other
factors affecting the Company and its operations, and other factors detailed in reports filed by the Company with the SEC.
Contact
Information:
John
Gildea
VP corporate communication
John@a2zas.com
00353 86 8238177
Exhibit
99.6
January
29, 2025
A2Z
Cust2Mate Solutions Corp.
1600-609
Granville Street
Vancouver,
British Columbia
Canada
V7Y 1C3
Dear
Sirs/Mesdames:
Re:
A2Z Cust2Mate Solutions Corp. – Underwritten Offering of Common Shares
We
have acted as Canadian counsel for A2Z Cust2Mate Solutions Corp., a corporation organized under the laws of the Province of British Columbia
(the “Corporation”), in connection with an underwritten public offering of 3,281,250 common shares (each, a “Share”)
in the capital of the Corporation , pursuant to the prospectus supplement, dated January 27, 2025 to the prospectus included as part
of a registration statement (the “Registration Statement”) on Form F-3 (No. 333-271226), filed on April 12, 2023 by
the Corporation and declared effective on April 21, 2023 by the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Shares will be issued in accordance
with the underwriting agreement (the “Underwriting Agreement”) dated January 27, 2025, by and among the Corporation
and Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan”) as sole bookrunner. As partial
compensation for Titan’s services as underwriter, the Company will issue to Titan five-year warrants to purchase 229,687 common
shares with an exercise price of $8.00 per share (the “Representative Warrants” and, together with the Shares and
the common shares issuable upon exercise of the Representative Warrants, the “Securities”).
We
are qualified to practice law in the Province of Ontario. By virtue of the National Mobility Agreement, the Law Society Act (Ontario),
the Legal Profession Act (Alberta) and the Legal Profession Act (British Columbia), we are also entitled to provide the opinion below
as it relates to laws of the Provinces of Alberta and British Columbia, respectively. We confirm that we have complied with terms and
conditions in the National Mobility Agreement and are qualified to give such opinion as it relates to the laws of the Provinces of Alberta
and British Columbia, respectively. Other than as indicated above, we express no opinion as to the laws of any jurisdiction, or as to
any matters governed by the laws of any jurisdiction, other than the laws of the Province of Ontario and the laws of Canada applicable
therein in effect on the date hereof. Notwithstanding the foregoing and our opinions set forth below, we express no opinion with respect
to the compliance or non-compliance with applicable privacy laws in connection with the issuance and sale of any Securities.
As
counsel for the Corporation, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion and we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization,
issuance and sale of the Securities. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based
upon the foregoing, and subject to the foregoing qualifications, assumptions, and limitations and the further limitations set forth below,
we are of the opinion that:
| 1. | The
Shares have been duly authorized for issuance and, when issued and paid for, will be validly
issued, fully paid and non-assessable. |
| 2. | The
Representative’s Warrants have been duly authorized. |
| 3. | The
common shares in the capital of the Company issuable upon exercise of the Representative’s
Warrants have been duly authorized and reserved for issuance and, when issued upon the due
exercise of the Representative’s Warrants, in accordance with the terms thereof, will
be validly issued, fully paid and non-assessable. |
We
express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent
conveyance, fraudulent transfer, or similar provision of applicable law on the conclusions expressed above.
We
consent to the use of this opinion as an exhibit to the Report on Form 6-K to be filed by the Corporation with the Commission on January
29, 2025, and its incorporation by reference in the Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
| Yours
truly, |
|
| |
|
| /s/
Daniel N. Bloch |
|
| |
|
| Daniel
N. Bloch |
|
+1
416 722 0804 +972 54 970 3299
daniel@blochlegal.com
www.blochlegal.com
Exhibit
99.7
January
29, 2025
A2Z
Cust2Mate Solutions Corp.
1600-609
Granville Street
Vancouver,
British Columbia
Canada
V7Y 1C3
Dear
Sirs/Mesdames:
Re:
A2Z Cust2Mate Solutions Corp. – Registered Direct Offering of Common Shares
We
have acted as Canadian counsel for A2Z Cust2Mate Solutions Corp., a corporation organized under the laws of the Province of British Columbia
(the “Corporation”), in connection with the sale of 1,406,250 common shares in the capital of the Corporation (each,
a “Common Share”), pursuant to the prospectus supplement, dated January 27, 2025 to the prospectus included as part
of a registration statement (the “Registration Statement”) on Form F-3 (No. 333-271226), filed on April 12, 2023 by
the Corporation and declared effective on April 21, 2023 by the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”). The Common Shares will be sold and issued
all in accordance with one or more Securities Purchase Agreements, each dated January 27, 2025, by and among the Corporation and the
purchasers identified therein (the “Purchase Agreements”).
We
are qualified to practice law in the Province of Ontario. By virtue of the National Mobility Agreement, the Law Society Act (Ontario),
the Legal Profession Act (Alberta) and the Legal Profession Act (British Columbia), we are also entitled to provide the opinion below
as it relates to laws of the Provinces of Alberta and British Columbia, respectively. We confirm that we have complied with terms and
conditions in the National Mobility Agreement and are qualified to give such opinion as it relates to the laws of the Provinces of Alberta
and British Columbia, respectively. Other than as indicated above, we express no opinion as to the laws of any jurisdiction, or as to
any matters governed by the laws of any jurisdiction, other than the laws of the Province of Ontario and the laws of Canada applicable
therein in effect on the date hereof. Notwithstanding the foregoing and our opinions set forth below, we express no opinion with respect
to the compliance or non-compliance with applicable privacy laws in connection with the issuance and sale of any Common Shares.
As
counsel for the Corporation, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents,
corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this
opinion and we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization,
issuance and sale of the Common Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based
upon the foregoing, and subject to the foregoing qualifications, assumptions, and limitations and the further limitations set forth below,
we are of the opinion that:
1.
The Common Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms set forth in the
Purchase Agreements, will be validly issued, fully paid and non-assessable.
We
express no opinion as to (i) the enforceability of any waiver of rights under any usury or stay law or (ii) the effect of fraudulent
conveyance, fraudulent transfer, or similar provision of applicable law on the conclusions expressed above.
We
consent to the use of this opinion as an exhibit to the Report on Form 6-K to be filed by the Corporation with the Commission on January
29, 2025, and its incorporation by reference in the Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission
thereunder.
| Yours
truly, |
|
| |
|
| /s/
Daniel N. Bloch |
|
| |
|
| Daniel
N. Bloch |
|
+1
416 722 0804 +972 54 970 3299
daniel@blochlegal.com
www.blochlegal.com
Exhibit
99.8
January
29, 2025
A2Z
Cust2Mate Solutions Corp.
1600-609
Granville Street
Vancouver,
British Columbia
Canada
V7Y 1C3
Re:
Prospectus Supplement Pursuant to Rule 424(b)(5)
Ladies
and Gentlemen:
We
have acted as U.S. counsel to A2Z Cust2Mate Solutions Corp., a corporation organized under the laws of the Province of British Columbia
(the “Company”). This opinion is furnished to you in connection with a Prospectus Supplement pursuant to Rule 424(b)(5) (the
“Prospectus Supplement”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering, issuance and sale of 3,281,250
common shares of the Company (the “Shares”). The Company has engaged Titan Partners Group LLC, a division of American Capital
Partners, LLC, to act as the representative of the underwriters (the “Underwriter”) in this offering pursuant to the terms
of an Underwriting Agreement dated January 27, 2025 (the “Underwriting Agreement”). As partial compensation for the Underwriter’s
services, the Company will issue to the Underwriter five-year warrants to purchase 229,687 common shares with an exercise price of $8.00
per share (the “Representative Warrants”).
The
Prospectus Supplement supplements the registration statement on Form F-3 (File No. 333-271226) (the “Registration Statement”)
filed by the Company with the Commission under the Securities Act on April 12, 2023, and which became effective on April 21, 2023.
The
Shares were sold by the Company pursuant to the Underwriting Agreement, which has been filed as Exhibit 99.1 to the Company’s Report
on Form 6-K.
This
opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus Supplement that is a
part of the Registration Statement, other than as expressly stated herein.
In
connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records
of the Company and such agreements, certificates and statements of public officials, certificates of officers or representatives of the
Company, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set
forth herein. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of all originals of such latter documents. In making our examination of the documents executed
by the parties, we have assumed that such parties had the power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of
such documents and the validity and binding effect thereof. In addition, we have assumed that when issued and paid for pursuant to the
Underwriting Agreement, the Representative Warrants and the common shares issuable upon exercise of the Warrants (the “Warrant
Shares”) will be validly issued, fully paid and non-assessable. Except as expressly set forth herein, we have not undertaken any
independent investigation to determine the existence or absence of facts material to the opinions expressed herein and no inference as
to our knowledge concerning such facts should be drawn from the fact that such representation has been relied upon by us in connection
with the preparation and delivery of this opinion. As to any facts material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and representations of officers and other representatives of
the Company and others, including those set forth in the Underwriting Agreement.
We
are admitted to the Bar in the State of New York. We express no opinion as to the laws of any jurisdiction other than the laws of the
State of New York and the Delaware General Corporation Law.
You
are separately receiving an opinion from Bloch Legal with respect to the corporate proceedings relating to the issuance of the Shares,
Representative Warrants and Warrant Shares.
Based
upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that the Representative
Warrants, when issued and delivered by the Company in accordance with and in the manner described in the Prospectus Supplement and the
Underwriting Agreement, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance
with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’
rights generally and equitable principles of general applicability.
We
consent to the filing of this opinion as an exhibit to the Company’s Report on Form 6-K, and we further consent to the use of our
name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of
the Commission. This opinion letter is limited to the matters expressly set forth herein and no opinion is implied or may be inferred
beyond the matters expressly so stated. This opinion letter is given as of the date hereof and we do not undertake any liability or responsibility
to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof which
might alter the opinions contained herein.
| Very
truly yours, |
| |
| /s/
Sichenzia Ross Ference Carmel LLP |
| |
| Sichenzia
Ross Ference Carmel LLP |
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