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Exhibit 1.1

  

8,343,000 Shares

 

Pre-Funded Warrants to Purchase 13,428,500
Shares

 

Common Warrants to Purchase 21,771,500
Shares

 

Ring Energy, Inc.

 

Common Stock

 

UNDERWRITING AGREEMENT

 

October 27, 2020

 

A.G.P./Alliance Global Partners

As Representative of the several Underwriters named on Schedule
1 attached hereto

590 Madison Avenue

New York, NY 10022

 

Ladies and Gentlemen:

 

Ring Energy, Inc.,
a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained herein, to sell
to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), for whom you are
acting as Representative (the “Representative”), an aggregate of (i) 8,343,000 shares (the “Firm Shares”)
of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) pre-funded warrants
to purchase 13,428,500 shares of Common Stock at an exercise price of $0.001 per share (the “Pre-Funded Warrants”)
in the form attached hereto as Exhibit A and (iii) warrants to purchase 21,771,500 shares of Common Stock at an exercise
price of $0.80 per share (the “Firm Warrants”) in the form attached hereto as Exhibit B. The shares of
Common Stock underlying the Firm Warrants are hereinafter referred to as the “Firm Warrant Shares.” The shares of Common
Stock underlying the Pre-Funded Warrants are hereinafter referred to as the “Pre-Funded Warrant Shares.” The
Firm Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Firm Warrants and the Firm Warrant Shares are hereinafter
referred to as the “Firm Securities.” The Company also proposes to sell to the Underwriters, at the option of
the Underwriters, up to (i) an additional 3,265,725 shares (the “Option Shares” and together with the Firm Shares,
the “Shares”) of Common Stock, and/or (ii) additional warrants to purchase 3,265,725 shares of Common Stock
at an exercise price of $0.80 per share of Common Stock (the “Option Warrants” and together with the Firm Warrants,
the “Common Warrants,” and the Common Warrants, together with the Pre-Funded Warrants, the “Warrants”)
in the form attached hereto as Exhibit B. The shares of Common Stock underlying the Option Warrants are hereinafter referred
to as the “Option Warrant Shares.” The Firm Warrant Shares and the Option Warrant Shares are hereinafter referred
to as the “Common Warrant Shares”; and the Common Warrant Shares and the Pre-Funded Warrant Shares are hereinafter
referred to as the “Warrant Shares.” The Option Shares, the Option Warrants and the Option Warrant Shares are
hereinafter referred to as the “Option Securities.” The Firm Securities and the Option Securities are hereinafter
referred to as the “Securities.” Notwithstanding the foregoing, the maximum aggregate consideration for the
Securities shall not exceed $20,000,000 for the offering of Securities hereunder less the consideration paid in the concurrent
registered direct offering under the placement agent agreement (excluding any Option Securities).

 

 

 

The respective amounts
of the Firm Securities and Option Securities to be purchased by the several Underwriters are set forth opposite their names in
Schedule I hereto.

 

The Company has prepared
and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”),
and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission
(the “Commission”), a registration statement on Form S-3 (No. 333-237988), including a base prospectus
(the “Base Prospectus”) relating to common stock, preferred stock, debt securities, warrants and/or units of
the Company that may be sold from time to time by the Company in accordance with Rule 415 of the Securities Act, and such
amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (as defined below)
(including all amendments thereof and all documents deemed incorporated by reference therein) and of the related Base Prospectus
have heretofore been delivered by the Company or are otherwise available to you.

 

The term “Registration
Statement” as used in this Agreement means the registration statement, including all exhibits, financial schedules and all
documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended
from time to time, including the information (if any) contained in the form of final prospectus filed with the Commission pursuant
to Rule 424(b) of the Rules and deemed to be part thereof, in each case, at the Effective Date (as defined below) pursuant to Rule
430A and 430B of the Rules.

 

If the Company has
filed an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) under the Rules (the “462(b)
Registration Statement
”), then any reference herein to the Registration Statement shall also be deemed to include such
462(b) Registration Statement. The term “Preliminary Prospectus” means the Base Prospectus, together with any preliminary
prospectus supplement used or filed with the Commission pursuant to Rule 424 of the Rules, in the form provided to the Underwriters
by the Company for use in connection with the offering of the Securities. The term “Prospectus” means the Base Prospectus,
any Preliminary Prospectus and any amendments or further supplements to such prospectus, and including, without limitation, the
final prospectus supplement, filed pursuant to and within the limits described in Rule 424(b) with the Commission in connection
with the proposed sale of the Securities contemplated by this Agreement through the date of such final prospectus supplement. The
term “Effective Date” shall mean each date that the Registration Statement and any post-effective amendment or amendments
thereto became or become effective. Unless otherwise stated herein, any reference herein to the Registration Statement, any Preliminary
Prospectus, the Statutory Prospectus (as hereinafter defined) and the Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the Securities Act, which were filed under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or before the date hereof or are so
filed hereafter. Any reference herein to the terms “amend,” “amendment” or “supplement” with
respect to the Registration Statement, any Preliminary Prospectus, the Statutory Prospectus or the Prospectus shall be deemed to
refer to and include any such document filed or to be filed under the Exchange Act after the date of the Registration Statement,
any such Preliminary Prospectus, the Statutory Prospectus or Prospectus, as the case may be, and deemed to be incorporated therein
by reference.

 

 

The Company understands
that the Underwriters propose to make a public offering of the Securities, as set forth in and pursuant to the Statutory Prospectus
and the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representative deems advisable. The
Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each Preliminary
Prospectus, and, if applicable, each Issuer Free Writing Prospectus (as hereinafter defined) and are authorized to distribute the
Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

 

1.       Sale,
Purchase, Delivery and Payment for the Securities
. On the basis of the representations, warranties and agreements contained
in, and subject to the terms and conditions of, this Agreement:

 

(a)       The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $0.65706 per share, the number of Firm Shares set forth opposite the name of
such Underwriter under the column “Number of Firm Shares to be Purchased” on Schedule I to this Agreement, subject
to adjustment in accordance with Section 8 hereof.

 

(b)       The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $0.65612 per Pre-Funded Warrant, the number of Pre-Funded Warrants set forth
opposite the name of such Underwriter under the column “Number of Pre-Funded Warrants to be Purchased” on Schedule
I to this Agreement, subject to adjustment in accordance with Section 8 hereof.

 

(c)       The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price of $0.00094 per Firm Warrant, the number of Firm Warrants set forth opposite the
name of such Underwriter under the column “Number of Firm Warrants to be Purchased” on Schedule I to this Agreement,
subject to adjustment in accordance with Section 8 hereof.

 

(d)       The
Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option
Shares and/or Option Warrants at a purchase price of $0.65706per Option Share and $0.00094 per Option Warrant. Such option may
be exercised only to cover over-allotments in the sales of the Firm Securities by the Underwriters and may be exercised in whole
or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Securities Closing Date
(as defined below), and from time to time thereafter within 45 days after the date of this Agreement, in each case upon written,
facsimile or electronic notice, or verbal or telephonic notice confirmed by written, facsimile or electronic notice, by the Representative
to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Securities Closing Date or at
least two business days before the Option Securities Closing Date (as defined below), as the case may be, setting forth the number
of Option Shares and/or Option Warrants to be purchased and the time and date (if other than the Firm Securities Closing Date)
of such purchase.

 

 

(e)       Payment
of the purchase price for, and delivery of certificates for, the Firm Securities shall be made at the offices of A.G.P./Alliance
Global Partners, 590 Madison Avenue, New York, NY 10022, at 10:00 a.m., New York City time, on the second business day following
the date of this Agreement or at such time on such other date, not later than ten (10) business days after the date of this Agreement,
as shall be agreed upon by the Company and the Representative (such time and date of delivery and payment are called the “Firm
Securities Closing Date”). In addition, in the event that any or all of the Option Shares and/or Option Warrants
are purchased by the Underwriters, payment of the purchase price, and delivery of the certificates, for such Option Shares and/or
Option Warrants shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representative
and the Company, on each date of delivery as specified in the notice from the Representative to the Company (such time and date
of delivery and payment are called the “Option Securities Closing Date”). The Firm Securities Closing Date and
any Option Securities Closing Date are called, individually, a “Closing Date” and, together, the “Closing Dates.”

 

(f)       Payment
shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks payable
in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the Securities for the respective
accounts of the Underwriters.

 

(g)       The
Securities shall be registered in such names and shall be in such denominations as the Representative shall request at least two
full business days before the Firm Securities Closing Date or, in the case of Option Shares and/or Option Warrants, on the day
of notice of exercise of the option as described in Section 1(d), and shall, with respect to the Shares, be delivered by or on
behalf of the Company to the Representative through the facilities of the Depository Trust Company (“DTC”) for
the account of the Underwriters and, shall, with respect to the Warrants, be made by physical delivery.

 

2.       Representations
and Warranties of the Company
. The Company represents and warrants to each Underwriter as of the date hereof, as of the Firm
Securities Closing Date and as of each Option Securities Closing Date (if any), as follows:

 

 

(a)       The
Company was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company meets the general eligibility
requirements for the use of Form S-3 under the Securities Act and it meets the transaction requirements as set forth in General
Instruction I.B.1 of Form S-3, and has prepared and filed with the Commission a registration statement under the Securities Act
on Form S-3 (File No. 333-237988), providing for the offer and sale, from time to time, of up
to $313,843,695 of the Company’s securities (the “Registration Statement”) which was declared effective on May
21, 2020. The Company filed with the Commission the Registration Statement on such Form S-3, including a Base Prospectus, for registration
under the Securities Act of the offering and sale of the Securities, and the Company has prepared and used a Preliminary Prospectus
in connection with the offer and sale of the Securities. When the Registration Statement or any amendment thereof or supplement
thereto was or is declared effective and as of the date of the most recent amendment to the Registration Statement, it (i) complied
or will comply, in all material respects, with the requirements of the Securities Act and the Rules and the Exchange Act and the
rules and regulations of the Commission thereunder and (ii) did not or will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or Prospectus was first
filed with the Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424
of the Rules) and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus
or Prospectus, as amended or supplemented, complied in all material respects with the applicable provisions of the Securities Act
and the Rules and did not or will not, contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading. If applicable, each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection
with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to the Electronic
Data Gathering, Analysis and Retrieval system (EDGAR), except to the extent permitted by Regulation S-T. Notwithstanding the
foregoing, none of the representations and warranties in this paragraph 2(a) shall apply to statements in, or omissions from, the
Registration Statement, any Preliminary Prospectus or the Prospectus made in reliance upon, and in conformity with, information
herein or otherwise furnished in writing by the Representative on behalf of the several Underwriters specifically for use in the
Registration Statement, any Preliminary Prospectus or the Prospectus. With respect to the preceding sentence, the Company acknowledges
that the only information furnished in writing by the Representative for use in the Registration Statement, any Preliminary Prospectus
or the Prospectus is the statements contained in the fifth and eleventh paragraphs under the caption “Underwriting”
in the Prospectus (collectively, the “Underwriting Information”).

 

(b)       As
of the Applicable Time (as hereinafter defined), neither (i) the price to the public and the number of Shares and Warrants offered
and sold, as indicated on the cover page of the Prospectus and the Statutory Prospectus, all considered together (collectively,
the “General Disclosure Package”), nor (ii) any individual Issuer Free Writing Prospectus when considered
together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted,
omits or will omit to state any 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; provided, however, that this representation and warranty
shall not apply to statements in or omissions in the General Disclosure Package made in reliance upon and in conformity with the
Underwriting Information.

 

Each Issuer Free Writing Prospectus (as
hereinafter defined), including any electronic road show (including without limitation any “bona fide electronic road show”
as defined in Rule 433(h)(5) under the Securities Act) (each, a “Road Show”) (i) is identified in Schedule II
hereto and (ii) complied when issued, and complies, in all material respects with the requirements of the Securities Act and
the Rules and the Exchange Act and the rules and regulations of the Commission thereunder.

 

 

As used in this Section 2 and elsewhere in this Agreement:

 

“Applicable Time” means 7:30
a.m. (Eastern time) on the date of this Underwriting Agreement.

 

“SEC Reports”
means any and all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, including the exhibits thereto and documents incorporated
by reference therein, together with the General Disclosure Package.

 

“Statutory Prospectus” as of
any time means the Preliminary Prospectus relating to the Securities that is included in the Registration Statement immediately
prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed
to be a part thereof.

 

“Issuer Free Writing Prospectus”
means each “free writing prospectus” (as defined in Rule 405 of the Rules) prepared by or on behalf of the Company
or used or referred to by the Company in connection with the offering of the Securities, including, without limitation, each Road
Show.

 

(c)       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 any Preliminary Prospectus, the Prospectus or any “free writing
prospectus”, as defined in Rule 405 under the Rules, has been issued by the Commission and no proceedings for that purpose
have been instituted or are threatened under the Securities Act. Any required filing of any Preliminary Prospectus and/or the Prospectus
and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made in the manner and within the time period
required by such Rule 424(b). Any material required to be filed by the Company pursuant to Rule 433(d) or Rule 163(b)(2) of the
Rules has been or will be made in the manner and within the time period required by such Rules.

 

(d)       The
documents incorporated by reference in the Registration Statement, any Preliminary Prospectus and the Prospectus, at the time they
became effective or were filed with the Commission, as the case may be, complied in all material respects with the requirements
of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none
of such documents contained an 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,
and any further documents so filed and incorporated by reference in the Registration Statement, any Preliminary Prospectus and
the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all
material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of
the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not
misleading.

 

 

(e)       Each
Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and
sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in the next
sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information
contained in the Registration Statement, including any document incorporated by reference therein and any prospectus supplement
deemed to be a part thereof that has not been superseded or modified, the Statutory Prospectus or the Prospectus.

 

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, the Statutory
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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative
and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.

 

(f)       The
financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, the Statutory
Prospectus and Prospectus present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated
and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for
the periods specified; and such financial statements and related schedules and notes thereto, and the unaudited financial information
filed with the Commission as part of the Registration Statement, have been prepared in conformity with generally accepted accounting
principles, consistently applied throughout the periods involved. The financial data included in the Statutory Prospectus and Prospectus
present fairly the information shown therein as at the respective dates and for the respective periods specified and have been
presented on a basis consistent with the consolidated financial statements set forth in the Prospectus and other financial information.

 

(g)       Eide
Bailly LLP (the “Auditor”), whose reports are filed with the Commission as a part of the Registration Statement,
are and, during the periods covered by their reports, were independent public accountants as required by the Securities Act and
the Rules.

 

 

(h)       The
Company and each of its material subsidiaries, including each entity (corporation, partnership, joint venture, association or other
business organization) controlled directly or indirectly by the Company (each, a “subsidiary”), is duly organized,
validly existing and in good standing under the laws of their respective jurisdictions of incorporation or organization and each
such entity has all requisite power and authority to carry on its business as is currently being conducted as described in the
Statutory Prospectus and the Prospectus, and to own, lease and operate its properties. All of the issued shares of capital stock
of, or other ownership interests in, each subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable
and are owned, directly or indirectly, by the Company, free and clear of any lien, charge, mortgage, pledge, security interest,
claim, limitation on voting rights, equity, trust or other encumbrance, preferential arrangement, defect or restriction of any
kind whatsoever. The Company and each of its material subsidiaries is duly qualified to do business and is in good standing as
a foreign corporation in each jurisdiction in which the nature of the business conducted by it or location of the assets or properties
owned, leased or licensed by it requires such qualification, except for such jurisdictions where the failure to so qualify individually
or in the aggregate would not have a material adverse effect on the assets, properties, condition, financial or otherwise, or in
the results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole (a
Material Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.

 

(i)       The
Registration Statement initially became effective within three years of the date hereof. If, immediately prior to the third anniversary
of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company
will, prior to that third anniversary file, if it has not already done so, a new shelf registration statement relating to the Securities,
in a form satisfactory to the Representative, will use its best efforts to cause such registration statement to be declared effective
within 180 days after that third anniversary, and will take all other action necessary or appropriate to permit the public
offering and sale of the Securities to continue as contemplated in the expired Registration Statement. References herein to the
registration statement relating to the Securities shall include such new shelf registration statement.

 

(j)       The
Company and each of its subsidiaries has all requisite corporate power and authority, and all necessary authorizations, approvals,
consents, orders, licenses, certificates and permits of and from all governmental or regulatory bodies or any other person or entity
(collectively, the “Permits”), to own, lease and license its assets and properties and conduct its business,
all of which are valid and in full force and effect, except where the lack of such Permits, individually or in the aggregate, would
not have a Material Adverse Effect. The Company and each of its subsidiaries has fulfilled and performed in all material respects
all of its obligations with respect to such Permits and no event has occurred that 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 thereunder. Except
as may be required under the Securities Act and state and foreign Blue Sky laws, no other Permits are required to enter into, deliver
and perform this Agreement and to issue and sell the Securities.

 

(k)       (i)
At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona
fide
offer (within the meaning of Rule 164(h)(2) of the Rules) of the Securities and (ii) as of the date hereof,
the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Rules, including (but not
limited to) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor
or having been made the subject of a judicial or administrative decree or order as described in Rule 405 of the Rules.

 

 

(l)       Reserved.

 

(m)       Except
as disclosed in the Company’s SEC Reports, the Company and each of its subsidiaries has defensible title in fee simple to
all real property, and defensible title to all other property owned by it, in each case free and clear of all liens, encumbrances,
claims, security interests and defects, except such as do not materially affect the value of such property and do not materially
interfere with the use made or proposed to be made of such property by the Company and its subsidiaries. All property held under
lease by the Company and its subsidiaries is held by them under valid, existing and enforceable leases, free and clear of all liens,
encumbrances, claims, security interests and defects, except such as are not material and do not materially interfere with the
use made or proposed to be made of such property by the Company and its subsidiaries.

 

(n)       Subsequent
to the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus,
(i) there has not been any event which would reasonably be expected to have a Material Adverse Effect; (ii) neither the Company
nor any of its subsidiaries has sustained any loss or interference with its assets, businesses or properties (whether owned or
leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute
or any court or legislative or other governmental action, order or decree which would reasonably be expected to have a Material
Adverse Effect; and (iii) since the date of the latest balance sheet included in the Registration Statement and the Prospectus,
neither the Company nor its subsidiaries has (A) issued any securities or incurred any liability or obligation, direct or contingent,
for borrowed money, except such liabilities or obligations incurred in the ordinary course of business, (B) entered into any transaction
not in the ordinary course of business or (C) declared or paid any dividend or made any distribution on any shares of its stock
or redeemed, purchased or otherwise acquired or agreed to redeem, purchase or otherwise acquire any shares of its capital stock.

 

(o)       There
is no document, contract or other agreement required to be described in the Registration Statement, the Statutory Prospectus or
the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required by the Securities
Act or Rules. Each description of a contract, document or other agreement in the Registration Statement, the Statutory Prospectus
or the Prospectus accurately reflects in all respects the material terms of the underlying contract, document or other agreement.
Each contract, document or other agreement described in the Registration Statement, the Statutory Prospectus or the Prospectus
or listed in the Exhibits to the Registration Statement or incorporated by reference is in all material respects in full force
and effect and is valid and enforceable by and against the Company or its subsidiary, as the case may be, in accordance with its
terms. Neither the Company nor any of its subsidiaries, if a subsidiary is a party, nor to the Company’s knowledge, any other
party is in default in the observance or performance of any term or obligation to be performed by it under any such agreement,
and no event has occurred which with notice or lapse of time or both would constitute such a default, in any such case which default
or event, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. No default exists,
and no event has occurred which with notice or lapse of time or both would constitute a default, in the due performance and observance
of any term, covenant or condition, by the Company or its subsidiary, if a subsidiary is a party thereto, of any other agreement
or instrument to which the Company or any of its subsidiaries is a party or by which Company or its properties or business or a
subsidiary or its properties or business may be bound or affected which default or event, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect.

 

 

(p)       Reserved.

 

(q)       Neither
the Company nor any subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws, certificate of formation,
limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default under, and no
event has occurred which, with notice or lapse of time, or both, would constitute a default under, or result in the creation or
imposition of any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity, trust or other
encumbrance, preferential arrangement, defect or restriction of any kind whatsoever, upon, any property or assets of the Company
or any subsidiary pursuant to, any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or other agreement
or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or (iii) is
in violation of any statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory
or other legal or governmental agency or body, foreign or domestic, except (in the case of clauses (ii) and (iii) above) for violations
or defaults that would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

 

(r)       This
Agreement has been duly authorized, executed and delivered by the Company.

 

(s)       Neither
the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated
hereby (including, without limitation, the issuance and sale by the Company of the Securities) would (individually or in the aggregate)
reasonably be expected to have a Material Adverse Effect by giving rise to a right to terminate or accelerate the due date of any
payment due under, or conflicting with or resulting in the breach of any term or provision of, or constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or requiring any consent or waiver under, or resulting
in the execution or imposition of any lien, charge or encumbrance upon any properties or assets of the Company or its subsidiaries
pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which the Company or any of
its subsidiaries is a party or by which either the Company or its subsidiaries or any of their properties or businesses is bound,
or any franchise, license, permit, judgment, decree, order, statute, rule or regulation applicable to the Company or any of its
subsidiaries or violate any provision of the charter or by-laws of the Company or any of its subsidiaries, except for such consents
or waivers which have already been obtained and are in full force and effect.

 

 

(t)       The
authorized, issued and outstanding capital stock of the Company is as set forth in the Statutory Prospectus and the Prospectus
(other than for subsequent issuances, if any, pursuant to employee benefit plans described in the Statutory Prospectus and the
Prospectus or upon the exercise of outstanding options described in the Statutory Prospectus and the Prospectus). All of the issued
and outstanding shares of Common Stock have been duly and validly issued and are fully paid and nonassessable. There are no statutory
preemptive or other similar rights to subscribe for or to purchase or acquire any shares of Common Stock of the Company or any
of its subsidiaries or any such rights pursuant to its Articles of Incorporation or by-laws or any agreement or instrument to or
by which the Company or any of its subsidiaries is a party or bound. The Securities, when issued and sold pursuant to this Agreement,
will be duly and validly issued, fully paid and nonassessable, and none of them will be issued in violation of any preemptive or
other similar right. Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, there is no
outstanding option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue,
any share of stock of the Company or any of its subsidiaries or any security convertible into, or exercisable or exchangeable for,
such stock. The exercise price of each option to acquire Common Stock (each, a “Company Stock Option”) is no
less than the fair market value of a share of Common Stock as determined on the date of grant of such Company Stock Option. All
grants of Company Stock Options were validly issued and properly approved by the board of directors of the Company in material
compliance with all applicable laws and the terms of the plans under which such Company Stock Options were issued and were recorded
on the Company Financial Statements in accordance with GAAP, and no such grants involved any “back dating”, “forward
dating,” “spring loading” or similar practices with respect to the effective date of grant. The Common Stock
and the Securities conform in all material respects to all statements in relation thereto contained in the Registration Statement
and the Statutory Prospectus and the Prospectus. All outstanding shares of capital stock of each of the Company’s subsidiaries
have been duly authorized and validly issued and are fully paid and nonassessable, and are owned directly by the Company or by
another wholly-owned subsidiary of the Company free and clear of any security interests, liens, encumbrances, equities or claims,
other than those described in the Statutory Prospectus and the Prospectus. The
Warrant Shares have been duly and validly authorized and reserved for issuance pursuant to the terms of the Warrants, and when
issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, fully
paid and nonassessable and free of any preemptive rights, rights of first refusal, registration rights or similar rights.

 

(u)       The
Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations, except where failure
to be so in compliance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The
Company and its subsidiaries maintain internal policies and procedures designed to ensure that they shall remain in material compliance
with all applicable laws, rules and regulations applicable to the Company, and such internal policies and procedures are reviewed
periodically.

 

(v)       No
person or entity has any right, which has not been waived, to have any security owned by such holder included in the Registration
Statement or to demand registration of any security owned by such holder for a period of 90 days after the date of this Agreement.

 

(w)       There
are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property
of the Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries
would individually or in the aggregate have a Material Adverse Effect; and, to the knowledge of the Company, no such proceedings
are threatened or contemplated by governmental authorities or threatened by others.

 

(x)       All
necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance
of this Agreement and the issuance and sale of the Securities by the Company.

 

 

(y)       Neither
the Company nor any of its subsidiaries is involved in any labor dispute nor, to the knowledge of the Company, is any such dispute
threatened, which dispute would reasonably be expected to have a Material Adverse Effect. The Company is not aware of any existing
or imminent labor disturbance by the employees of any of its principal suppliers or contractors which would reasonably be expected
to have a Material Adverse Effect. The Company is not aware of any threatened or pending litigation between the Company or its
subsidiaries and any of its executive officers which, if adversely determined, would reasonably be expected to have a Material
Adverse Effect and has no reason to believe that such officers will not remain in the employment of the Company.

 

(z)       No
transaction has occurred between or among the Company and any of its officers or directors, shareholders or any affiliate or affiliates
of any such officer or director or shareholder that is required to be described in and is not described in the Registration Statement,
the Statutory Prospectus and the Prospectus.

 

(aa) The Company has
not taken, nor will it take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result
in, or which has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price
of the Common Stock or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation
M
”)) with respect to the Securities, whether to facilitate the sale or resale of the Securities or otherwise, and has
taken no action which would directly or indirectly violate Regulation M.

 

(bb) There are no
business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required
to be described in the Registration Statement, the Statutory Prospectus or the Prospectus that have not been described as required
by the Securities Act in the SEC Reports.

 

(cc) The Company and
each of its subsidiaries has filed all material Federal, state, local and foreign tax returns which are required to be filed through
the date hereof, which returns are true and correct in all material respects or has received timely extensions thereof, and has
paid all taxes shown on such returns and all assessments received by it to the extent that the same are material and have become
due. There are no tax audits or investigations pending, which if adversely determined, would reasonably be expected to have a Material
Adverse Effect; nor are there any material proposed additional tax assessments against the Company or any of its subsidiaries.

 

(dd) The Shares and
Warrant Shares have been duly authorized for quotation on The NYSE American.

 

(ee) The Company has
taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange
Act or the quotation of the Common Stock on The NYSE American nor has the Company received any notification that the Commission
or The NYSE American is contemplating terminating such registration or quotation.

 

 

(ff) The books, records
and accounts of the Company and its subsidiaries, in all material respects, fairly reflect, the transactions in, and dispositions
of, the assets of, and the results of operations of, the Company and its subsidiaries. The Company and each of its subsidiaries
maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles and to maintain asset accountability,
(iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences.

 

(gg) The Company has
established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act), which:
(i) are designed to ensure that material information relating to the Company is made known to the Company’s principal executive
officer and its principal financial officer by others within the Company, particularly during the periods in which the periodic
reports required under the Exchange Act are required to be prepared; (ii) provide for the periodic evaluation of the effectiveness
of such disclosure controls and procedures at the end of the periods in which the periodic reports are required to be prepared;
and (iii) are effective in all material respects to perform the functions for which they were established.

 

(hh) Based on the
evaluation of its disclosure controls and procedures, the Company is not aware of (i) any material weakness or significant deficiency
in the design or operation of internal controls which would adversely affect the Company’s ability to record, process, summarize
and report financial data or any material weaknesses in internal controls; or (ii) any fraud, whether or not material, that involves
management or other employees who have a role in the Company’s internal controls.

 

(ii)       Except
as described in the Statutory Prospectus and the Prospectus and as preapproved in accordance with the requirements set forth in
Section 10A of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited activities”
(as defined in Section 10A of the Exchange Act).

 

(jj) Except as described
in the Statutory Prospectus and the Prospectus, there are no material off-balance sheet arrangements (as defined in Item 303 of
Regulation S-K) that have or are reasonably likely to have a material current or future effect on the Company’s financial
condition, revenues or expenses, changes in financial condition, results of operations, liquidity, capital expenditures or capital
resources.

 

(kk) The Company’s
board of directors has validly appointed an audit committee whose composition satisfies the requirements of The NYSE American and
the board of directors and/or the audit committee has adopted a charter that satisfies the requirements of The NYSE American. The
audit committee has reviewed the adequacy of its charter within the past twelve months.

 

 

(ll) There is and
has been no failure on the part of the Company or any of its directors or officers, in their capacities as such, to comply in all
materials respects with any provision of the Sarbanes-Oxley Act, including, without limitation, Section 402 related to loans and
Sections 302 and 906 related to certifications.

 

(mm) The Company and
is subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company reasonably believes
are adequate for the conduct of its business and as is customary for companies engaged in similar businesses in similar industries;
and neither the Company nor any subsidiary of the Company has any reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that is not materially greater than the current cost. Neither the Company not any of its subsidiaries
has been denied any insurance coverage which it has sought or for which it has applied.

 

(nn) Each
approval, consent, order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation
of the transactions herein contemplated required to be obtained or performed by the Company (except such additional steps as may
be required by the rules of the NYSE and the Financial Industry Regulatory Authority (“FINRA”) or as may be
necessary to qualify the Securities for public offering by the Underwriters under the state securities or Blue Sky laws) has been
obtained or made and is in full force and effect.

 

(oo) There
are no affiliations with FINRA among the Company’s officers, directors or, to the best of the knowledge of the Company, any
five percent or greater stockholder of the Company, except as set forth in the Registration Statement or otherwise disclosed in
writing to the Representative.

 

(pp) (i)
Each of the Company and each of its subsidiaries is in compliance in all material respects with all rules, laws and regulation
relating to the use, treatment, storage and disposal of toxic substances and protection of health or the environment (“Environmental
Law
”) which are applicable to its business; (ii) neither the Company nor its subsidiaries has received any notice from
any governmental authority or third party of an asserted claim under Environmental Laws; (iii) each of the Company and each of
its subsidiaries has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct
its business and is in compliance in all material respects with all terms and conditions of any such permit, license or approval;
(iv) to the Company’s knowledge, no facts currently exist that will require the Company or any of its subsidiaries to make
future material capital expenditures to comply with Environmental Laws; and (v) no property which is or has been owned, leased
or occupied by the Company or its subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental
Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.) or otherwise designated as a contaminated
site under applicable state or local law. Neither the Company nor any of its subsidiaries has been named as a “potentially
responsible party” under the CER, CLA 1980.

 

(qq) To the Company’s
knowledge, the costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating
activities and any potential liabilities to third parties) would not, singly or in the aggregate, have a Material Adverse Effect
on the Company.

 

 

(rr) The Company is
not and, after giving effect to the offering and sale of the Securities and the application of proceeds thereof as described in
the Statutory Prospectus and the Prospectus, will not be an “investment company” within the meaning of the Investment
Company Act of 1940, as amended (the “Investment Company Act”).

 

(ss) The Company or
any other person associated with or acting on behalf of the Company including, without limitation, any director, officer, agent
or employee of the Company or its subsidiaries, has not, directly or indirectly, while acting on behalf of the Company or its subsidiaries
(i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic
political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act of 1977,
as amended; or (iv) made any other unlawful payment.

 

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

 

(uu) Neither the Company
nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company
or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the
U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering,
or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity,
for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

 

(vv) Except pursuant
to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage or finder’s
fee or other fee or commission as a result of any transactions contemplated by this Agreement.

 

(ww) Each financial
or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or
Section 21E of the Exchange Act) contained in the Registration Statement, the Statutory Prospectus or the Prospectus (i) was so
included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions,
estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying
those factors that would reasonably be expected to cause actual results to differ materially from those in such forward-looking
statement. No such statement was made with the knowledge of an executive officer or director of the Company that is was false or
misleading.

 

 

(xx)       Except
as described in the Statutory Prospectus and the Prospectus, the Company has not sold or issued any shares of Common Stock during
the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or
S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock options plans or other employee
compensation plans or pursuant to outstanding options, rights or warrants.

 

(yy) None of the Company,
its directors or its officers has distributed nor will distribute prior to the later of (i) the Firm Securities Closing Date or
the Option Securities Closing Date, and (ii) completion of the distribution of the Securities, any offering material in connection
with the offering and sale of the Securities other than any Preliminary Prospectus, the Prospectus, the Registration Statement
and other materials, if any, permitted by the Securities Act and consistent with Section 3(d) below.

 

3.       Conditions
of the Underwriters’ Obligations
. The obligations of the Underwriters under this Agreement are several and not joint.
The respective obligations of the Underwriters to purchase the Securities are subject to each of the following terms and conditions:

 

(a)       Notification
that the Registration Statement has become effective and shall have been received by the Representative, and the Prospectus shall
have been timely filed with the Commission in accordance with Section 4(a) of this Agreement, and any material required to be filed
by the Company pursuant to Rule 433(d) of the Rules shall have been timely filed with the Commission in accordance with such rule.

 

(b)       No
order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any “free writing prospectus”
(as defined in Rule 405 of the Rules), shall have been or shall be in effect and no order suspending the effectiveness of the Registration
Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any
requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus
or otherwise) shall have been complied with to the satisfaction of the Commission and the Representative. If the Company has elected
to rely upon Rule 430B, Rule 430B information previously omitted from the effective Registration Statement pursuant to Rule 430B
shall have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company
shall have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such
information shall have been promptly filed and declared effective in accordance with the requirements of Rule 430B.

 

(c)       The
representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section
3(d) shall be true and correct when made and on and as of each Closing Date as if made on such date. The Company shall have performed
all covenants and agreements and satisfied all the conditions contained in this Agreement required to be performed or satisfied
by them at or before such Closing Date.

 

 

(d)       The
Representative shall have received on each Closing Date a certificate, addressed to the Representative and dated such Closing Date,
of the chief executive or chief operating officer and the chief financial officer or chief accounting officer of the Company to
the effect that: (i) the representations, warranties and agreements of the Company in this Agreement were true and correct when
made and are true and correct as of such Closing Date; (ii) the Company has performed all covenants and agreements and satisfied
all conditions contained herein; (iii) they have carefully examined the Registration Statement, the Prospectus, the General Disclosure
Package, and any individual Issuer Free Writing Prospectus and, in their opinion (A) as of the Effective Date, the Registration
Statement and Prospectus did not include, and as of the Applicable Time, neither (i) the General Disclosure Package, nor (ii) any
individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, any untrue statement
of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and (B) since the Effective Date, no event has
occurred which should have been set forth in a supplement or otherwise required an amendment to the Registration Statement, the
Statutory Prospectus or the Prospectus; (iv) no stop order suspending the effectiveness of the Registration Statement has been
issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act and
(v) there has not occurred any material adverse change in the assets, properties, condition, financial or otherwise, or in the
results of operations, business affairs or business prospects of the Company and its subsidiaries considered as a whole.

 

(e)       The
Representative shall have received: (i) on or prior to the Firm Securities Closing Date, a signed letter from the Auditor addressed
to the Representative and dated the date of this Agreement, in form and substance reasonably satisfactory to the Representative,
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 and the General
Disclosure Package, and (ii) on each Closing Date, a signed letter from the Auditor addressed to the Representative and dated
the date of such Closing Date(s), in form and substance reasonably satisfactory to the Representative, 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 and the Prospectus.

 

(f)       The
Representative shall have received on each Closing Date (i) an opinion and negative assurance letter from Baker & Hostetler
LLP, corporate counsel for the Company, addressed to the Representative and dated as of such
Closing Date, in form and substance reasonably satisfactory to the Representative and (ii)
an opinion and negative assurance
letter from Dickinson Wright PLLC, Nevada counsel for the Company, addressed to the Representative
and dated as of such Closing Date, in form and substance reasonably satisfactory to the Representative.

 

(g)       All
proceedings taken in connection with the sale of the Firm
Securities and the Option Shares and/or
Option Warrants as herein contemplated shall be reasonably satisfactory in form and substance to the Representative, and their
counsel.

 

(h)       Reserved.

 

(i)       The
Company shall have filed a Notification: Listing of Additional Shares with The NYSE American with respect to the Shares and Warrant
Shares and received no objection thereto
.

 

 

(j)       The
Representative shall be reasonably satisfied that since the respective dates as of which information is given in the Registration
Statement, the Statutory Prospectus, the General Disclosure Package and the Prospectus, (i) there shall not have been any material
change in the capital stock of the Company or any material change in the indebtedness (other than in the ordinary course of business)
of the Company, (ii) except as set forth or contemplated by the Registration Statement, the Statutory Prospectus, the General Disclosure
Package or the Prospectus, no material oral or written agreement or other transaction shall have been entered into by the Company
that is not in the ordinary course of business or that would reasonably be expected to result in a material reduction in the future
earnings of the Company, (iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained
that had or would reasonably be expected to have a Material Adverse Effect, (iv) no legal or governmental action, suit or proceeding
affecting the Company or any of its properties that is material to the Company or that affects or would reasonably be expected
to affect the transactions contemplated by this Agreement shall have been instituted or threatened and (v) there shall not have
been any Material Adverse Effect.

 

(k)       The
Company shall have furnished or caused to be furnished to the Representative such further certificates or documents as the Representative
shall have reasonably requested.

 

4.       Covenants
and other Agreements of the Company and the Underwriters
.

 

(a)       The
Company covenants and agrees as follows:

 

(i)       The
Company will use its best efforts to cause the Registration Statement, if not effective at the time of execution of this Agreement,
and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Prospectus in a form approved
by the Representative and file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s
close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier
time as may be required by the Rules. The Company will file with the Commission all Issuer Free Writing Prospectuses in the time
and manner required under Rules 433(d) or 163(b)(2), as the case may be.

 

(ii)       The
Company shall promptly advise the Representative in writing (A) when any post-effective amendment to the Registration Statement
shall have become effective or any supplement to the Prospectus shall have been filed, (B) of any request by the Commission for
any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of
any preliminary prospectus or any “free writing prospectus”, as defined in Rule 405 of the Rules, or the institution
or threatening of any proceeding for that purpose and (D) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company shall not file any amendment of the Registration Statement or supplement to the Prospectus or any
document incorporated by reference in the Registration Statement or any Issuer Free Writing Prospectus unless the Company has furnished
the Representative a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which
the Representative reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal thereof.

 

 

(iii)       If,
at any time when a prospectus relating to the Securities (or, in lieu thereof, the notice referred to in Rule 173(a) of the Rules)
is required to be delivered under the Securities Act and any event occurs as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement
the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission,
subject to the second sentence of paragraph (ii) of this Section 4(a), an amendment or supplement which shall correct such statement
or omission or an amendment which shall effect such compliance.

 

(iv)       If
at any time following issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such
Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or would include an
untrue statement of a material fact or would omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances prevailing at the 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.

 

(v)       The
Company shall furnish to the Representative and counsel for the Underwriters, without charge, copies of the Registration Statement
as originally filed (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration
Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Securities Act or the Rules, as many copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus
and the Prospectus and any amendments thereof and supplements thereto as the Representative may reasonably request. If applicable,
the copies of the Registration Statement, Preliminary Prospectus, any Issuer Free Writing Prospectus and Prospectus and each amendment
and supplement 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.

 

 

(vi)       The
Company shall cooperate with the Representative and their counsel in endeavoring to qualify the Securities for offer and sale in
connection with the offering under the laws of such jurisdictions as the Representative may designate and shall maintain such qualifications
in effect so long as required for the distribution of the Securities; provided, however, that the Company shall not be required
in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service
of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction.

 

(vii)       The
Company, during the period when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is required
to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required
to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange
Act and the regulations promulgated thereunder.

 

(viii)       Without
the prior written consent of the Representative, for a period of 90 days after the date of this Agreement (“Lock-Up Period”),
the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise
dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or
exchangeable for equity securities of the Company), except for (i) the issuance of the Securities pursuant to the Registration
Statement or the issuance of up to $5,000,000 of securities in a concurrent registered direct offering entered into on the date
hereof, (ii) the issuance of shares pursuant to the Company’s existing stock option plan or bonus plan as described
in the Registration Statement and the Prospectus, (iii) the issuance of Common Stock pursuant to the conversion of securities
or the exercise of warrants, which securities or warrants are outstanding on the date hereof and described in the Registration
Statement and the Prospectus; and (iv) 
securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company; provided, that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith during the Lock-Up Period, and provided that any such issuance shall only be to a Person (or to the equityholders of
a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but
shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an
entity whose primary business is investing in securities.

 

(ix)       On
or before completion of this offering, the Company shall make all filings required under applicable securities laws and by The
NYSE American (including any required registration under the Exchange Act).

 

(x)       Prior
to the
Firm Securities Closing Date, the Company will issue no press release or other communications
directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the
earnings, business affairs or business prospects of any of them, or the offering of the Securities without the prior written consent
of the Representative unless in the judgment of the Company and its counsel, and after notification to the Representative, such
press release or communication is required by law.

 

 

(xi)       The
Company will apply the net proceeds from the offering of the Securities in all material respects in the manner set forth under
“Use of Proceeds” in the Prospectus.

 

(b)       The
Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are consummated
or this Agreement is terminated, all costs and expenses incident to the public offering of the Securities and the performance of
the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, reproduction filing
and distribution of the Registration Statement including all exhibits thereto, each Preliminary Prospectus, the Prospectus, any
Issuer Free Writing Prospectus, all amendments and supplements thereto and any document incorporated by reference therein, and
the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of the Securities to the Underwriters;
(iii) the furnishing (including costs of shipping and mailing) to the Representative and to the Underwriters of copies of each
Preliminary Prospectus, the Prospectus and all amendments or supplements to the Prospectus, any Issuer Free Writing Prospectus,
and of the several documents required by this Section 4 to be so furnished, as may be reasonably requested for use in connection
with the offering and sale of the Securities by the Underwriters or by dealers to whom Securities may be sold; (iv) inclusion of
the Shares and Warrant Shares for quotation on The NYSE American; (v) all transfer taxes, if any, with respect to the sale and
delivery of the Securities by the Company to the Underwriters; and (vi) all reasonable out-of-pocket
costs and expenses incident to the offering and the performance of the obligations of the Representative under this Agreement (including,
without limitation, the reasonable fees and expenses of counsel to the Underwriters) not to exceed $60,000 in the aggregate (without
the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed), excluding (x)
the
registration or qualification of the Securities for offer and sale under the securities or Blue Sky laws of the various jurisdictions
referred to in Section 4(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection
with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary
Blue Sky memoranda and (y) the filing fees of FINRA in connection with its review of the terms of the public offering and reasonable
fees and disbursements of counsel for the Underwriters in connection with such review. The
Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated,
all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the
Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

 

(c)       The
Company acknowledges and agrees that each of the Underwriters has acted and is acting solely in the capacity of a principal in
an arm’s length transaction between the Company, on the one hand, and the Underwriters, on the other hand, with respect to
the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as
a financial advisor, agent or fiduciary to the Company or any other person. Additionally, the Company acknowledges and agrees that
the Underwriters have not and will not advise the Company or any other person as to any legal, tax, investment, accounting or regulatory
matters in any jurisdiction. The Company has its own advisors concerning such matters and shall be responsible for making its own
independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility
or liability to the Company or any other person with respect thereto, whether arising prior to or after the date hereof. Any review
by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions have been
and will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees
that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes
a fiduciary duty to the company or any other person in connection with any such transaction or the process leading thereto.

 

 

(d)       The
Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents
and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not make any
offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433,
or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with
the Commission. The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer
Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company
represents that is has satisfied and agrees that it will satisfy the conditions set forth in Rule 433 of the Rules to avoid a requirement
to file with the Commission any Road Show.

 

5.       Indemnification.

 

(a)       The
Company agrees to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses,
claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or
any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any preliminary prospectus, the Registration Statement, the Statutory
Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “issuer-information” filed or required to be
filed pursuant to Rule 433(d) of the Rules, any amendment thereof or supplement thereto, or in any Blue Sky application or other
information or other documents executed by the Company filed in any state or other jurisdiction to qualify any or all of the Securities
under the securities laws thereof (any such application, document or information being hereinafter referred to as a “Blue
Sky Application
”) or arise out of or are based upon any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity
shall not inure to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims,
damages or liabilities arising from the sale of the Securities to any person by such Underwriter if such untrue statement or omission
or alleged untrue statement or omission was made in such preliminary prospectus, the Registration Statement, the Prospectus, the
Statutory Prospectus, any Issuer Free Writing Prospectus or such amendment or supplement thereto, or in any Blue Sky Application
in reliance upon and in conformity with the Underwriting Information. This indemnity agreement will be in addition to any liability
which the Company may otherwise have.

 

 

(b)       Each
Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each director of the Company,
and each officer of the Company who signs the Registration Statement, against any losses, claims, damages or liabilities to which
such party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, the Registration Statement or the Prospectus, or any amendment or supplement thereto, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the
Statutory Prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with the Underwriting
Information; provided, however, that the obligation of each Underwriter to indemnify the Company (including any controlling person,
director or officer thereof) shall be limited to the amount of the underwriting discount and commissions applicable to the Securities
to be purchased by such Underwriter hereunder.

 

(c)       Any
party that proposes to assert the right to be indemnified under this Section 5 will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 5, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing
a copy of all papers served. No indemnification provided for in Section 5(a) or 5(b) shall be available to any party who shall
fail to give notice as provided in this Section 5(c) if the party to whom notice was not given was unaware of the proceeding to
which such notice would have related and was prejudiced by the failure to give such notice but the omission to so notify such indemnifying
party of any such action, suit or proceeding shall not relieve it from any liability that it may have to any indemnified party
for contribution or otherwise than under this Section 5. In case any such action, suit or proceeding shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled
to participate in, and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume
the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party
to such indemnified party of its election so to assume the defense thereof and the approval by the indemnified party of such counsel,
the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except as provided below
and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection with the defense
thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been
authorized in writing by the indemnifying parties, (ii) the indemnified party shall have been advised by counsel that there may
be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party
(in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf of the indemnified
party) or (iii) the indemnifying parties shall not have employed counsel to assume the defense of such action within a reasonable
time after notice of the commencement thereof, in each of which cases the fees and expenses of counsel shall be at the expense
of the indemnifying parties. 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. An indemnifying party shall not be liable for any settlement of any action, suit, and proceeding or claim effected
without its written consent, which consent shall not be unreasonably withheld or delayed unless such settlement (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

 

 

6.       Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 5(a)
or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless an indemnified
party in respect to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate losses, liabilities, claims, damages and expenses (including any investigation, legal and other expenses
reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted,
but after deducting any contribution received by any person entitled hereunder to contribution from any person who may be liable
for contribution) incurred by such indemnified party, as incurred, 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 Securities pursuant
to this Agreement or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to above but also the relative fault of the Company on the one hand and the Underwriters on
the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses,
as well as any other relevant equitable considerations. The Company and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 6 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. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred
to above 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 6, (i) no Underwriter (except as may be provided in any agreement among Underwriters)
shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable
to the Securities purchased by such Underwriter
. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 6, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to contribution as such Underwriter, and each director 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 the Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution
as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this
Section 6, notify such party or parties from whom contribution may be sought, but the omission so to notify such party or parties
from whom contribution may be sought shall not relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have hereunder or otherwise than under this Section 6. No party shall be liable for contribution with
respect to any action, suit, proceeding or claim settled without its written consent. The Underwriters’ obligations to contribute
pursuant to this Section 6 are several in proportion to their respective underwriting commitments and not joint.

 

 

7.       Termination.

 

(a)       This
Agreement may be terminated with respect to the Securities to be purchased on a Closing Date by the Representative by notifying
the Company at any time at or before a Closing Date in the absolute discretion of the Representative if: (i) there has occurred
any material adverse change in the securities markets or any event, act or occurrence that has materially disrupted, or in the
opinion of the Representative, will in the future materially disrupt, the securities markets or there shall be such a material
adverse change in general financial, political or economic conditions or the effect of international conditions on the financial
markets in the United States is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market
the Securities or enforce contracts for the sale of the Securities; (ii) there has occurred any outbreak or material escalation
of hostilities or acts of terrorism or other calamity or crisis the effect of which on the financial markets of the United States
is such as to make it, in the judgment of the Representative, inadvisable or impracticable to market the Securities or enforce
contracts for the sale of the Securities; (iii) trading in the Shares or any securities of the Company has been suspended or materially
limited by the Commission or trading generally on the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or The Nasdaq
Stock Market has been suspended or materially limited, or minimum or maximum ranges for prices for securities shall have been fixed,
or maximum ranges for prices for securities have been required, by any of said exchanges or by such system or by order of the Commission,
FINRA, or any other governmental or regulatory authority; (iv) a banking moratorium has been declared by any state or Federal authority;
or (v) in the reasonable judgment of the Representative, there has been, since the time of execution of this Agreement or since
the respective dates as of which information is given in the Prospectus, any material adverse change in the assets, properties,
condition, financial or otherwise, or in the results of operations, business affairs or business prospects of the Company and its
subsidiaries considered as a whole, whether or not arising in the ordinary course of business.

 

(b)       If
this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter,
and no Underwriter shall be under any liability to the Company, except that (y) if this Agreement is terminated by the Representative
or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, the Company will reimburse the Underwriters for all actual out-of-pocket expenses (including
the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the
Securities or in contemplation of performing their obligations hereunder, not to exceed $50,000 in the aggregate, and (z) no Underwriter
who shall have failed or refused to purchase the Securities agreed to be purchased by it under this Agreement, without some reason
sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability
to the Company or to the other Underwriters for damages occasioned by its failure or refusal.

 

 

8.       Substitution
of Underwriters
. If any Underwriter shall default in its obligation to purchase on any Closing Date the Securities agreed to
be purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements
for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase such Securities on the terms contained
herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company
shall be entitled to a further period of 36 hours within which to procure another party or other parties satisfactory to the Underwriters
to purchase such Securities on such terms. If, after giving effect to any arrangements for the purchase of the Securities of a
defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number of Securities
which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Securities that
all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at such date and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter
agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have
not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, either
the Representative or the Company shall have the right to postpone the applicable Closing Date for a period of not more than seven
days in order to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration
Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement
or the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary.

 

If, after giving effect
to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representative and the
Company as provided above, the aggregate number of such Securities which remains unpurchased exceeds 10% of the aggregate number
of all the Securities to be purchased at such date, then this Agreement, or, with respect to a Closing Date which occurs after
the Firm Securities Closing Date, the obligations of the Underwriters to purchase and of the Company, to sell the Option Shares
and/or Option Warrants to be purchased and sold on such date, shall terminate, without liability on the part of any non-defaulting
Underwriter to the Company, and without liability on the part of the Company, except as provided in Sections 4(b), 5, 6 and 7.
The provisions of this Section 8 shall not in any way affect the liability of any defaulting Underwriter to the Company or the
nondefaulting Underwriters arising out of such default. The term “Underwriter” as used in this Agreement shall include
any person substituted under this Section 8 with like effect as if such person had originally been a party to this Agreement with
respect to such Securities.

 

 

9.       Miscellaneous.
The respective agreements, representations, warranties, indemnities and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company
or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6 hereof, and shall survive
delivery of and payment for the Securities. In addition, the provisions of Sections 4(b), 5, 6 and 7 shall survive the termination
or cancellation of this Agreement.

 

This Agreement has been
and is made for the benefit of the Underwriters and the Company and their respective successors and assigns, and, to the extent
expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and directors and officers of
the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. The term “successors and assigns” shall not include any purchaser of Securities from any Underwriter
merely because of such purchase.

 

All
notices and communications hereunder shall be in writing and mailed or delivered or by telephone or telegraph if subsequently confirmed
in writing, (a) if to the Representative, c/o A.G.P./Alliance Global Partners, 590 Madison Avenue, New York, NY 10022, Attention: Thomas
J. Higgins and to Sichenzia Ross Ference LLP, 1185 Avenue of the Americas, 37th Floor, New York, New York 10036, Attention:
Gregory Sichenzia, Esq., Facsimile: 212-930-9725, and (b) if to the Company, to its agent for service as such agent’s address
appears on the cover page of the Registration Statement with copies to
Baker & Hostetler LLP, with offices located at
811 Main Street, Suite 1100, Houston, TX 77002, Attention: Mark L. Jones, Esq., Facsimile
_________.

 

This Agreement shall
be governed by and construed in accordance with the laws of the State of New York.

 

[Remainder of Page Intentionally Left
Blank.]

 

 

 

This Agreement may
be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

 

Please confirm that
the foregoing correctly sets forth the agreement among us.

 

  Very truly yours,
   
  RING ENERGY, INC.
     
     
     
  By: /s/ Paul D. McKinney
    Paul D. McKinney
    Title: Chief Executive Officer and
    Chairman of the Board

 

 

 

Confirmed as of the date first written above mentioned, on behalf
of itself and as Representative of the several Underwriters named on Schedule 1 hereto:

 

A.G.P./ALLIANCE GLOBAL PARTNERS

 

 

By: /s/ Thomas J. Higgins

Name: Thomas J. Higgins

Title: Managing Director, Investment Banking

 

 

 

 

SCHEDULE I

 

Underwriter   Number of Firm
Shares
to be Purchased
  Number of
Option Shares to
be Purchased
 

Number of Pre-Funded

Warrants to be

Purchased

 

Number of Firm

Warrants to be

Purchased

 

Number of

Option Warrants

to be Purchased

A.G.P./Alliance Global Partners    8,343,000    3,265,725   Warrants to Purchase 13,428,500  Shares of Common Stock   Warrants to Purchase 21,771,500 Shares of Common Stock   Warrants to Purchase 3,265,725 Shares of Common Stock

 

 

 

       
       
       
Total      

 

 

 

 

 

Sch. I – 1

 

 

SCHEDULE II

 

Issuer Free Writing Prospectuses

 

None

 

 

 

 

 

 

 

 

Sch. II – 1

 

 

 

EXHIBIT A

 

FORM OF PRE-FUNDED WARRANT

 

 

EXHIBIT B

 

FORM OF COMMON WARRANT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit
4.1

 

SECURITIES
PURCHASE AGREEMENT

 

This Securities Purchase
Agreement (this “Agreement”) is dated as of October 27, 2020, between Ring Energy, Inc., a Nevada corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and assigns, a “Purchaser” and collectively the “Purchasers”).

 

WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act
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, securities of the Company as more fully described in
this Agreement.

 

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

 

ARTICLE I.
DEFINITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

 

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

 

Commission
means the United States Securities and Exchange Commission.

 

Common
Stock
” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.

 

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

 

Company
Counsel
” means Baker & Hostetler LLP, with offices located at 811 Main Street, Suite 1100, Houston, TX 77002.

 

Company
Nevada Counsel
” means Dickinson Wright PLLC, with offices located at 100 West Liberty, Suite 940, Reno, Nevada 8950.

 

Disclosure
Schedules
” means the Disclosure Schedules of the Company delivered concurrently herewith.

 

Common
Units
” means each Common Unit consisting of (a) one Share, (b) a Purchase Warrant to purchase one Purchase Warrant Share.

 

Common
Unit Purchase Price
” equals $0.70 per each Common Unit, subject to adjustment for reverse and forward stock splits, stock
dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

Common
Unit Subscription Amount
” means, as to each Purchaser, the aggregate amount to be paid for the Common Units hereunder
as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Common Unit
Subscription Amount,” in United States dollars and in immediately available funds.

 

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

 

 

 

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

 

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

 

Exempt
Issuance
” means the issuance of (a) shares of Common Stock, options or other equity awards to employees, officers, directors
or consultants of the Company pursuant to any equity or option plan duly adopted for such purpose, by a majority of the non-employee
members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose
for services rendered to the Company; provided, that the issuance of any such securities to consultants must be issued as
“restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit the filing
of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, (b) securities upon
the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable
for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities
have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price,
exchange price or conversion price of such securities or to extend the term of such securities (in each case, other than in connection
with stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, reverse stock splits or
other similar events occurring after the date hereof); provided, further, that it is understood that such securities will not be
deemed to have been amended if the terms of such securities are automatically changed in accordance with their terms as such terms
exist on the date of this Agreement, such as a decrease in their exercise price due to an anti-dilution provision, (c) securities
issued in a concurrent underwritten public offering for gross proceeds of up to approximately $17,600,000 (inclusive of exercise
of the underwriters’ over-allotment option), entered into on the date hereof and (d) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company; provided, that such securities
are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

 

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

 

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

 

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

 

 

 

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

 

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

 

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

 

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

 

Offering
means the offering of the securities contemplated by this Agreement.

 

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

 

Placement
Agent
” means A.G.P./Alliance Global Partners.

 

Pre-Funded
Units
” means each Pre-Funded Unit consisting of (a) one Pre-Funded Warrant to initially purchase one Pre-Funded Warrant
Share, and (b) a Purchase Warrant to purchase one Purchase Warrant Share.

 

Pre-Funded
Unit Purchase Price
” equals $0.699 per each Pre-Funded Unit, subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

 

Pre-Funded
Unit Subscription Amount
” means, as to each Purchaser, the aggregate amount to be paid for the Pre-Funded Units purchased
hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Pre-Funded
Unit Subscription Amount,” in United States dollars and in immediately available funds.

 

Pre-Funded
Warrants
” means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing
in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised
in full, in the form of Exhibit A-2 attached hereto.

 

Pre-Funded
Warrant Shares
” means the 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), whether commenced or threatened.

 

Prospectus
means the prospectus included in the Registration Statement at the time the Registration Statement first became effective.

 

 

 

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

 

Purchase
Warrants
” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance
with Section 2.2(a) hereof, which Purchase Warrants shall be exercisable for a term of five years commencing on the Closing Date,
in the form of Exhibit A-1 attached hereto.

 

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

 

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

 

Registration
Statement
” means the effective registration statement with Commission file No. 333-237988 which registers the sale of
the Shares, the Warrants and the Warrant Shares to the Purchasers.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Subscription
Amount
” means, as to each Purchaser, the sum of the Common Unit Subscription Amount and the Pre-Funded Unit Subscription
Amount.

 

 

 

Subsequent
Financing
” shall have the meaning ascribed to such term in Section 4.11(a).

 

Subsequent
Financing Notice
” shall have the meaning ascribed to such term in Section 4.11(b).

 

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

 

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

 

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

 

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

 

Transfer
Agent
” means Standard Transfer Co., with offices located at 440 E 400 S Suite 200, Salt Lake City, Utah 84111, and any
successor transfer agent of the Company.

 

Warrants
means, collectively, the Purchase Warrants and the Pre-Funded Warrants.

 

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

 

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 $4,760,000 of Common Units as determined pursuant
to Section 2.2(a); provided, however, that, solely to the extent a Purchaser determines 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, in lieu of purchasing Common Units, such Purchaser may
elect to purchase Pre-Funded Units at the Pre-Funded Unit Purchase Price in lieu of Common Units. The “Beneficial Ownership
Limitation” shall be 4.99% (or, at the election of the Purchaser, 9.99%) of the number of shares of Common Stock 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, Purchase Warrants and/or Pre-Funded Warrants (as applicable to such Purchaser) 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 at the offices of
Company Counsel or such other location as the parties shall mutually agree. The Company covenants that, if the Purchaser delivers
a Notice of Exercise (as defined in the Pre-Funded Warrant) no later than 12:00 p.m. (New York City time) on the Closing Date to
exercise any Pre-Funded Warrants between the date hereof and the Closing Date, the Company shall deliver Pre-Funded Warrant Shares
to the Purchaser on the Closing Date in connection with such Notice of Exercise. Unless otherwise directed by the Placement Agent,
settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing
Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent
directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent
shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement
Agent (or its clearing firm) by wire transfer to the Company).

 

 

 

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)       a
legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and the Purchasers;

 

(iii)       a
legal opinion of Company Nevada Counsel, in form and substance reasonably acceptable to the Placement Agent and the Purchasers;

 

(iv)       the
Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or Chief Financial Officer;

 

(v)       a
copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver on an expedited basis via
The Depository Trust Company Deposit or Withdrawal at Custodian system Shares equal to such Purchaser’s Common Unit Subscription
Amount divided by the Common Unit Purchase Price, registered in the name of such Purchaser;

 

(vi)       for
each Purchaser of Pre-Funded Units, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of
shares of Common Stock equal to such Purchaser’s Pre-Funded Unit Subscription Amount divided by the Pre-Funded Unit Purchase
Price, with an exercise price equal to $0.001, subject to adjustment therein (such Pre-Funded Warrant shall be delivered in pdf
form on the Closing Date and such Pre-Funded Warrant certificate shall be delivered no later than three Trading Days following
the Closing Date);

 

 

 

(vii)       such
number of Purchase Warrants registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal
to 100% of such Purchaser’s Shares and Pre-Funded Warrant Shares initially issuable upon exercise of the Pre-Funded Warrants,
with an exercise price equal to $0.80, subject to adjustment therein (such Purchase Warrant shall be delivered in pdf form on the
Closing Date and such Purchase Warrant certificate shall be delivered no later than three Trading Days following the Closing Date);
and

 

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

 

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

 

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

 

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

 

2.3       Closing
Conditions
.

 

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

 

(i)       the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as
of a specific date therein in which case they shall be accurate 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)       from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing.

 

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

 

3.1       Representations
and Warranties of the Company
. Except as set forth in the Company’s SEC Reports or Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and
warranties to each Purchaser:

 

(a)       Subsidiaries.
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights to subscribe for or purchase securities.

 

 

 

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

 

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

 

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

 

 

 

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

 

(f)       Issuance
of the Securities; Registration
. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the
Company. The Warrant Shares, when issued and paid for in accordance with the terms of the Warrants (assuming a cash exercise),
will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved
from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the
Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities Act,
which became effective on May 21, 2020, including the Prospectus, and such amendments and supplements thereto as may have been
required to the date of this Agreement. The Registration Statement is effective under the Securities Act and no stop order preventing
or suspending the effectiveness of the Registration Statement or suspending or preventing the use of the Prospectus has been issued
by the Commission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened
by the Commission. The Company, if required by the rules and regulations of the Commission, shall file the Prospectus with the
Commission pursuant to Rule 424(b). At the time the Registration Statement and any amendments thereto became effective, at the
date of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;
and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto
was issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act
and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at the
time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under the Securities
Act and it meets the transaction requirements with respect thereto for the sale of the Securities in the Offering as set forth
in General Instruction I.B.1 of Form S-3.

 

 

 

(g)       Capitalization.
The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g)
shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the
date hereof and indicate any securities of the Company with price-based anti-dilution provisions. Except as set forth on Schedule
3.1(g)
, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act,
other than pursuant to the exercise of stock options or vesting of restricted stock units under the Company’s stock option
or equity plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans,
pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic
report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar
right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale
of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock
of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as set
forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue
shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in any right of any holder
to adjust the exercise, conversion, exchange or reset price under any of such securities. Except as set forth on Schedule 3.1(g),
there are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company
are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities
laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or
purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for
the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with
respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among
any of the Company’s stockholders.

 

 

 

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

 

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

 

 

 

(j)       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 “Action”).
Neither the Company nor any Subsidiary, nor any director or officer thereof, is the subject of any Action involving a claim of
violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and
to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.

 

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

 

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

 

 

 

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

 

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

 

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

 

 

 

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

 

(q)       Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to $10 million. Neither the Company nor any Subsidiary
has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in
cost.

 

(r)       Transactions
With Affiliates and Employees
. 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 or separation from service as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property
to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee
has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case in excess of $120,000
other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf
of the Company and (iii) other employee benefits, including stock option agreements, restricted stock award agreements or restricted
stock unit award agreements under any stock option or equity plan of the Company.

 

 

 

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

 

(t)       Certain
Fees
. Except as set forth in the Prospectus Supplement, including compensation paid or payable to the Placement Agent in connection
with the placement of the Securities, no brokerage or finder’s fees or commissions are or will be payable by the Company
or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by the Transaction Documents. The 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
3.1(t) that may be due in connection with the transactions contemplated by the Transaction Documents.

 

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

 

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

 

 

 

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

 

(x)       Application
of Takeover Protections
. There are no poison pills in effect or contemplated, and there are no anti-takeover provisions under
applicable state law that restrict ownership of capital stock of the Company under ten percent (10%)..

 

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

 

(z)       No
Integrated Offering
. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
none of the Company, any of its Affiliates, or any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the
Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.

 

 

 

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

 

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

 

 

 

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

 

(dd) Accountants. The
Company’s independent registered public accounting firm is Eide Bailly LLP. To the knowledge and belief of the Company, such
accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with
respect to the financial statements to be included in the Company’s Annual Report on Form 10-K for the fiscal year ending
December 31, 2020.

 

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

 

(ff) Acknowledgment
Regarding Purchaser’s Trading Activity
. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers
has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short,
securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities
for any specified term; (ii) past (prior to the time at which the Placement Agent first contacted such Purchaser about the Offering)
or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative”
transactions, before or after the closing of this or future private placement transactions, may negatively impact the market price
of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative” transactions
to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common
Stock (established prior to the time at which the Placement Agent first contacted such Purchaser about the Offering), and (iv)
each Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities
at various times during the period that the Securities are outstanding, including, without limitation, during the periods that
the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders’ equity interests in the Company at and after the time that the
hedging activities are being conducted. The Company acknowledges that such aforementioned hedging activities do not constitute
a breach of any of the Transaction Documents.

 

 

 

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

 

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

 

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

 

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

 

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

 

 

 

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

 

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

 

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

 

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

 

 

 

(c)       Purchaser
Status
. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) 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 exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it
has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate
its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. 
Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such
Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. 
Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities
and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser
agrees need not be provided to it.  In connection with the issuance of the Securities to such Purchaser, neither the Placement
Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

 

(f)       Certain
Transactions and Confidentiality
. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any
purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting
forth the material 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).

 

 

 

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

 

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

 

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

 

 

4.2       Furnishing
of Information
. Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the
Company covenants to use reasonable best efforts to timely file (or obtain extensions in respect thereof and file within the applicable
grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, even if the Company
is not then subject to the reporting requirements of the Exchange Act. As long as any Purchaser owns any Shares or Warrants, if
the Company is not required to file reports pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make
publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Shares or Warrant
Shares, including without limitation, under Rule 144.

 

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

 

 

 

4.4       Securities
Laws Disclosure; Publicity
. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms
of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents required
to be filed as exhibits thereto, with the Commission within the time required by the Exchange Act (the “Form 8-K”).
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed
all material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their
respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.
In addition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality
or similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their
respective officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates
on the other hand, shall terminate. The Company and each Purchaser shall consult with each other in issuing any other press releases
with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release
nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any
Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company (other than the press
release described in the first sentence of this Section 4.4), which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication, or if such disclosure is consistent with the Form 8-K. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the
Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required
by federal securities law in connection with (i) any registration statement contemplated by this Agreement and (ii) the filing
of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).

 

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

 

 

 

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

 

4.7       Use
of Proceeds
. The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes
and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade
payables and payments on the Company’s credit facility in the ordinary course of the Company’s business and prior practices),
(b) for the redemption of any Common Stock or Common Stock Equivalents, except for the repurchase of equity awards and underlying
shares of Common Stock from employees and consultants whose service with the Company has terminated, (c) for the settlement of
any outstanding litigation, or (d) in violation of FCPA or OFAC regulations.

 

4.8       Indemnification
of Purchasers
. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or
agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under
the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations
by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially
determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party
in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company
in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable
to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate
in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the
extent that (x) the employment thereof has been specifically authorized by the Company in writing, (y) the Company has failed after
a reasonable period of time to assume such defense and to employ counsel or (z) in such action there is, in the reasonable opinion
of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Purchaser Party under this Agreement (1) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (2) to the extent, but
only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the
representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction
Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount thereof during the
course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein
shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities
the Company may be subject to pursuant to law.

 

 

 

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

 

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

 

4.11       Reserved.

 

 

 

4.12       Subsequent
Equity Sales
.

 

(a)       From
the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into
any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents
or (ii) file any registration statement or any amendment or supplement thereto (other than the Prospectus Supplement).

 

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

 

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

 

4.14       Certain
Transactions and Confidentiality
. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4.  Each Purchaser, severally and not jointly with the other
Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Disclosure Schedules.  Notwithstanding
the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and
agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions
in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting
any transactions in any securities of the Company in accordance with applicable securities laws from and after the time that the
transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in
Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company
to the Company or its Subsidiaries after the issuance of the initial press release as described in Section 4.4. 
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 covenant set forth above shall only
apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the
Securities covered by this Agreement.

 

 

 

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

 

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 Securities to the Purchasers.

 

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

 

5.4       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or 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 facsimile at the facsimile number or 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 simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.

 

 

 

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 (i) all of the Purchasers, if prior to the Closing, or (ii) Purchasers which purchased
at least 50.1% in interest of the Shares 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) in any material respect, 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 except to the extent expressly stated in such waiver, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed
amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser relative
to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely affected
Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder of Securities
and the Company.

 

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

 

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

 

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

 

 

 

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

 

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

 

5.11       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by 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       Rescission
and Withdrawal Right
. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon two (2) days’ prior written notice to the Company
of its failure to so timely perform such obligations, during which the Company shall have a right to cure any such failure, any
relevant notice, demand or election in whole or in part without prejudice to its future actions and rights; provided, however,
that in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of
Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise
price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to
such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).

 

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

 

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

 

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

 

 

 

5.17       Independent
Nature of Purchasers’ Obligations and Rights
. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. 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       Liquidated
Damages
. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.

 

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

 

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

 

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

 

 

 

(Signature Pages Follow)

 

 

 

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.

 

 

RING ENERGY, inc.

 

 

Address for Notice:

 

Ring Energy, Inc.

 

 

Email:

By:_/s/ Paul D. McKinney                       

Name: Paul D. McKinney

Title: Chief Executive Officer and Chairman
of the Board

 

With a copy to (which shall not constitute notice):

 

 

 

 

 

 

 

 

 

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

 

[PURCHASER SIGNATURE PAGES TO RING
ENERGY
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: Hudson
Bay Master Fund Ltd.
                       

 

Signature of Authorized Signatory of
Purchaser
: /s/ George Antonopoulos                       

 

Name of Authorized Signatory: George
Antonopoulos                        

 

Title of Authorized Signatory: Authorized
Signatory*                                              

 

Email Address of Authorized Signatory:
investments@hudsonbaycapital.com                       

 

Facsimile Number of Authorized Signatory: 212-571-1325                                              

 

Address for Notice to Purchaser: c/o Hudson Bay Capital Management
LP, 777 Third Avenue, 30th Floor, New York, NY 10017

 

Address for Delivery of Securities to Purchaser (if not same
as address for notice): Fidelity Investments Mail Zone KC1N-CM 100 Crosby Parkway Covington, KY 41015-4325

  

Common Unit Subscription Amount: $2,450,000                       

 

Pre-Funded Unit Subscription Amount: $2,306,700                               

 

Common Units: _3,500,000________________

 

Pre-Funded Units: 3,300,000                               

 

Purchase Warrant Shares:    6,800,000                             

 

EIN Number:   98-066 9111                                                        

* Authorized Signatory

Hudson Bay Capital Management LP

not individually, but solely as

Investment Advisor to Hudson Bay Master
Fund

Ltd.

 

[SIGNATURE PAGES CONTINUE]

 

 

SCHEDULE 3.1(g)

 

 

 

 

 

Exhibit 4.2

 

COMMON STOCK PURCHASE WARRANT

 

RING
ENERGY, INC.

 

Warrant Shares: Initial Exercise Date: October ___, 2020
  Issue Date: October ___, 2020

 

THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after October ___, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on October ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ring Energy,
Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the
Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings indicated in this Section 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.

 

Commission
means the United States Securities and Exchange Commission.

Common
Stock
” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.

 

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

 

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

 

Registration
Statement
” means the Company’s registration statement on Form S-3 (File No. 333-237988).

 

 

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.

 

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

 

Subsidiary” means,
as to any Person, any corporation, partnership, limited liability company, association or other business entity (i) of which
such Person directly or indirectly owns securities or other equity interests representing more than fifty percent (50%) of
the aggregate voting power or (ii) of which such Person possesses more than fifty percent (50%) of the right to elect
directors or Persons holding similar positions.

 

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

 

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

 

Transfer
Agent
” means Standard Transfer Co., with offices located at 440 E 400 S Suite 200, Salt Lake City, Utah 84111, and any
successor transfer agent of the Company.

 

Warrants
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

 

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 facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion 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) Trading 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 $0.80, subject to adjustment hereunder
(the “Exercise Price”).

 

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

 

(A)
 =   as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a
Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(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;

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

d)       Mechanics
of Exercise
.

 

i.       Delivery
of Warrant Shares Upon Exercise
. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date
”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of
a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 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.

 

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% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

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

 

b)       [Reserved]

 

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

 

 

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

 

 

e)       Fundamental
Transaction
. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (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 (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding
anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall,
at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental
Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant
from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining
unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction; provided, however,
that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors,
Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and
in the same proportion), at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid
to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in
the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from
among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of
Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common
Stock will be deemed to have received common stock of the Successor Entity (which Entity may be the Company following such Fundamental
Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on
the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg, L.P. (“Bloomberg”)
determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement
of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and
the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of
the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price
per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus
the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the greater of (x) the
last VWAP immediately prior to the public announcement of such Fundamental Transaction and (y) the last VWAP immediately prior
to the consummation of such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the
public announcement of the applicable Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment
of the Black Scholes Value will be made by wire transfer of immediately available funds within the later of (i) five Business
Days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause
any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”)
to assume in writing all of the obligations of the Company under this Warrant 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.

 

 

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

 

g)       Notice
to Holder
.

 

i.       Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by facsimile or 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 facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.

 

 

Section 4. Transfer
of Warrant
.

 

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

 

 

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

 

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

 

Section 5. Miscellaneous.

 

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

 

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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

d)       Authorized
Shares
.

 

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

 

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

 

 

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
. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant 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 Warrant (whether brought against
a party hereto or their 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, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is 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 suit, 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 Warrant 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 either party shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding
.

 

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
by the holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally,
by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 901 West Wall
Street, 3rd Floor, Midland, Texas 79701 , Attention Paul McKinney, email address: pmckinney@ringenergy.com,
or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
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 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. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K
.

 

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 and the Holder.

 

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

 

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

 

 

********************

 

(Signature Page Follows)

 

 

 

 

 

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.

 

 

 

RING ENERGY,
INC.

 

 

 

By:__________________________________________

Name:

Title:

 

 

 

 

NOTICE OF EXERCISE

 

To: RING
ENERGY, INC.

 

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

 

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

 

[ ] in lawful
money of the United States; or

 

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

 

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

 

_______________________________

 

 

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

 

_______________________________

 

_______________________________

 

_______________________________

 

 

[SIGNATURE
OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of
Investing Entity
: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

 

EXHIBIT B

 

 

ASSIGNMENT
FORM

 

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

 

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

 

Name: ______________________________________
  (Please Print)
Address: ______________________________________

 

 

Phone Number:

 

Email Address:

 

(Please Print)

 

______________________________________

 

______________________________________

 

Dated:
_______________ __, ______
 
Holder’s
Signature: _________________
 
Holder’s
Address: __________________
 

 

 

 

Exhibit 4.3

 

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

 

RING
ENERGY, INC.

 

Warrant Shares: _______ Initial Exercise Date: October __, 2020

 

 

THIS PRE-FUNDED COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the
Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after October __, 2020 (the “Initial Exercise Date”) and until this Warrant is
exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ring Energy,
Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant
Shares
”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).

 

Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings indicated in this Section 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.

 

Commission
means the United States Securities and Exchange Commission.

 

Common
Stock
” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.

 

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

 

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

 

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.

 

 

Registration
Statement
” means the Company’s registration statement on Form S-3 (File No. 333-237988).

 

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

 

Subsidiary” means,
as to any Person, any corporation, partnership, limited liability company, association or other business entity (i) of which
such Person directly or indirectly owns securities or other equity interests representing more than fifty percent (50%) of
the aggregate voting power or (ii) of which such Person possesses more than fifty percent (50%) of the right to elect
directors or Persons holding similar positions.

 

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

 

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

 

Transfer
Agent
” means Standard Transfer Co., with offices located at 440 E 400 S Suite 200, Salt Lake City, Utah 84111, and any
successor transfer agent of the Company.

 

Underwriting
Agreement
” means that certain underwriting agreement between the Company and A.G.P./Alliance Global Partners as Representative
of the several underwriters named on Schedule I attached thereto.

 

Warrants
means this Warrant and other Common Stock purchase warrants issued by the Company pursuant to the Registration Statement.

 

 

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 facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion 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) Trading 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 aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was
pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than
the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any
exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate
exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised
prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.001,
subject to adjustment hereunder (the “Exercise Price”).

 

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

 

(A)
 =   as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a
Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(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;

 

 

 

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

 

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

 

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

 

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

 

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

 

 

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

 

d)       Mechanics
of Exercise
.

 

i.       Delivery
of Warrant Shares Upon Exercise
. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date
”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of
a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 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. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Underwriting Agreement, the Company agrees
to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the
Initial Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.

 

 

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

 

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

 

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

 

 

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 9.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

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

 

b)       [Reserved]

 

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

 

 

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

 

 

e)       Fundamental
Transaction
. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (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 (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity
”) to assume in writing all of the obligations of the Company under this Warrant 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.

 

 

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

 

g)       Notice
to Holder
.

 

i.       Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by facsimile or 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 facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.

 

 

Section 4. Transfer
of Warrant
.

 

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

 

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

 

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

 

 

Section 5. Miscellaneous.

 

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

 

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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

d)       Authorized
Shares
.

 

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

 

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

 

 

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
. All questions concerning the construction, validity, enforcement
and interpretation of this Warrant 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 Warrant (whether brought against
a party hereto or their 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, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, that such suit, action or proceeding is 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 suit, 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 Warrant 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 either party shall commence an action, suit or proceeding to enforce any provisions
of this Warrant, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action
or proceeding
.

 

 

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
by the holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally,
by facsimile or e-mail, or sent by a nationally recognized overnight courier service, addressed to the Company, at 901 West Wall
Street, 3rd Floor, Midland, Texas 79701 , Attention Paul McKinney, email address: pmckinney@ringenergy.com,
or such other facsimile number, email address or address as the Company may specify for such purposes by notice to the Holders.
Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered
personally, by facsimile or e-mail, or sent by a nationally recognized overnight courier service addressed to each Holder at the
facsimile number, e-mail address or address of such Holder appearing on the books of the Company. Any notice or other communication
or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or
communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice
or communication is delivered via facsimile at the facsimile number or via e-mail at the e-mail address set forth in this Section
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 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. To the extent that any notice provided hereunder constitutes, or contains,
material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice
with the Commission pursuant to a Current Report on Form 8-K
.

 

 

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 and the Holder.

 

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

 

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

 

 

********************

 

(Signature Page Follows)

 

 

 

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.

 

 

 

 

RING ENERGY,
INC.

 

 

 

By:__________________________________________

Name:

Title:

 

 

 

 

NOTICE OF EXERCISE

 

To: RING
ENERGY, INC.

 

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

 

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

 

[ ] in lawful
money of the United States; or

 

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

 

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

 

_______________________________

 

 

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

 

_______________________________

 

_______________________________

 

_______________________________

 

 

[SIGNATURE
OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of
Investing Entity
: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

 

 

 

EXHIBIT B

 

 

ASSIGNMENT
FORM

 

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

 

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

 

Name: ______________________________________
  (Please Print)
Address: ______________________________________

 

 

Phone Number:

 

Email Address:

 

(Please Print)

 

______________________________________

 

______________________________________

 

Dated: _______________ __,
______
 
Holder’s Signature:                                        
Holder’s Address:                                          

 

 

 

Exhibit 4.4

  

COMMON STOCK PURCHASE WARRANT

 

RING
ENERGY, INC.

 

Warrant Shares: Initial Exercise Date: October ___, 2020
  Issue Date: October ___, 2020

 

THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, _________________ or its assigns (the “Holder”)
is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on
or after October ___, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time)
on October ___, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ring Energy,
Inc., a Nevada corporation (the “Company”), up to ________ shares (as subject to adjustment hereunder, the
Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b).

 

Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the “Purchase Agreement”), dated October ___, 2020, among the Company and the purchasers signatory
thereto.

 

Section 2. Exercise.

 

a)       Exercise
of Warrant
. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion 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) Trading 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 $0.80, subject to adjustment hereunder
(the “Exercise Price”).

 

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

 

(A)
 =   as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a
Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(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;

 

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

 

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

 

 

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

 

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

 

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

 

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

 

 

d)       Mechanics
of Exercise
.

 

i.       Delivery
of Warrant Shares Upon Exercise
. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date
”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of
a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 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.

 

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 [9.99][4.99]% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

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

 

b)       [Reserved]

 

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

 

 

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

 

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

 

 

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

 

g)       Notice
to Holder
.

 

i.       Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by facsimile or 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 facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.

 

Section 4. Transfer
of Warrant
.

 

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

 

 

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

 

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

 

Section 5. Miscellaneous.

 

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

 

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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

d)       Authorized
Shares
.

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

 

********************

 

(Signature Page Follows)

 

 

 

 

 

 

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.

 

 

 

 

RING ENERGY,
INC.

 

 

 

By:__________________________________________

Name:

Title:

 

 

 

 

NOTICE OF EXERCISE

 

To: RING
ENERGY, INC.

 

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

 

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

 

[ ] in lawful
money of the United States; or

 

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

 

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

 

_______________________________

 

 

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

 

_______________________________

 

_______________________________

 

_______________________________

 

 

[SIGNATURE
OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of
Investing Entity
: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

 

 

  

EXHIBIT B

 

 

ASSIGNMENT
FORM

 

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

 

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

 

Name: ______________________________________
  (Please Print)
Address: ______________________________________

 

 

Phone Number:

 

Email Address:

 

(Please Print)

 

______________________________________

 

______________________________________

 

Dated: _______________ __,
______
 
Holder’s Signature:                                           
Holder’s Address:
                                         
 

 

 

 

Exhibit 4.5

 

PRE-FUNDED COMMON STOCK PURCHASE WARRANT

 

RING
ENERGY, INC.

 

Warrant Shares: _______ Initial Exercise Date: October __, 2020

 

THIS PRE-FUNDED COMMON
STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the
Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after October __, 2020 (the “Initial Exercise Date”) and until this Warrant is
exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Ring Energy,
Inc., a Nevada corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant
Shares
”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise
Price, as defined in Section 2(b).

 

Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase
Agreement (the “Purchase Agreement”), dated October __, 2020, among the Company and the purchasers signatory
thereto.

 

Section 2. Exercise.

 

a)       Exercise
of Warrant
. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion 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) Trading 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 aggregate exercise price of this Warrant, except for a nominal exercise price of $0.001 per Warrant Share, was
pre-funded to the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than
the nominal exercise price of $0.001 per Warrant Share) shall be required to be paid by the Holder to any Person to effect any
exercise of this Warrant. The Holder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate
exercise price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised
prior to the Termination Date. The remaining unpaid exercise price per share of Common Stock under this Warrant shall be $0.001,
subject to adjustment hereunder (the “Exercise Price”).

 

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

 

(A)
 =   as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of
Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a
Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(64) 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;

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

d)       Mechanics
of Exercise
.

 

i.       Delivery
of Warrant Shares Upon Exercise
. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earliest of (i) two (2) Trading Days after the delivery to the Company of the Notice
of Exercise, (ii) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading
Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant
Share Delivery Date
”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes
to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective
of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of
a cashless exercise) is received within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to
the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5 per Trading Day (increasing to $10 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. Notwithstanding
the foregoing, with respect to any Notice(s) of Exercise delivered on or prior to 12:00 p.m. (New York City time) on the Initial
Exercise Date, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to
deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial
Exercise Date shall be the Warrant Share Delivery Date for purposes hereunder.

 

 

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

 

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

 

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

 

 

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 [9.99/4.99%] of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder,
upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided
that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until
the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and
implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or
any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained
or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained
in this paragraph shall apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

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

 

b)       [Reserved]

 

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

 

 

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

 

 

e)       Fundamental
Transaction
. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (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 (without regard to any limitation in Section 2(e) on the exercise of this Warrant). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate
Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting
the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice
as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company
shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity
”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents
in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory
to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the
option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written
instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares
of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of
this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form
and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and
be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other
Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every
right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction
Documents with the same effect as if such Successor Entity had been named as the Company herein.

 

 

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

 

g)       Notice
to Holder
.

 

i.       Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly deliver to the Holder by facsimile or 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 facsimile or email to the Holder at its last facsimile number or email address as it shall appear
upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter
specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,
rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled
to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it
is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities,
cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided
that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the
corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes,
or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously
file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this
Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except
as may otherwise be expressly set forth herein.

 

 

Section 4. Transfer
of Warrant
.

 

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

 

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

 

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

 

 

Section 5. Miscellaneous.

 

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

 

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 Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

d)       Authorized
Shares
.

 

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

 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

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

 

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

 

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

 

 

********************

 

(Signature Page Follows)

 

 

 

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.

 

 

 

RING ENGERY,
INC.

 

 

 

By:__________________________________________

Name:

Title:

 

 

 

 

 

 

NOTICE OF EXERCISE

 

To: RING
ENERGY, INC.

 

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

 

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

 

[ ] in lawful
money of the United States; or

 

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

 

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

 

_______________________________

 

 

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

 

_______________________________

 

_______________________________

 

_______________________________

 

 

[SIGNATURE
OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of
Investing Entity
: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

 

 

EXHIBIT B

 

ASSIGNMENT
FORM

 

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

 

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

 

Name: ______________________________________
  (Please Print)
Address: ______________________________________

 

 

Phone Number:

 

Email Address:

 

(Please Print)

 

______________________________________

 

______________________________________

 

Dated: _______________ __,
______
 
Holder’s Signature:                                       
Holder’s Address:                                         

 

 

 

Exhibit 5.1

 

 

100
West Liberty Street, Suite 940

Reno,
NV 89501-1991

Telephone:
(775) 343-7500

Facsimile:
(775) 786-0131

http://www.dickinsonwright.com

 

 

October 29, 2020

 

Ring Energy, Inc.

901 West Wall St. 3rd Floor

Midland, TX 79701

 

Re: Underwritten Offering Pursuant
to Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special
counsel to Ring Energy, Inc., a Nevada corporation (the “Company”), in connection with the offer and
sale to the several underwriters (the “Underwriters”) listed in Schedule I to the Underwriting Agreement
dated October 27, 2020 (the “Underwriting Agreement”), for whom A.G.P./Alliance Global Partners is acting
as representative (the “Representative”), between the Company and the Representative, of (i) 8,343,000
shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), (ii) pre-funded
warrants to purchase 13,428,500 shares of Common Stock at an exercise price of $0.001 per share (“Pre-Funded Warrants”),
and (iii) warrants to purchase 21,771,500 shares of Common Stock at an exercise price of $0.80 per share (“Common Warrants”),
with an option to purchase from the Company up to an additional 3,265,725 shares of Common Stock (“Option Shares”)
and/or additional warrants to purchase 3,265,725 shares of Common Stock at an exercise price of $0.80 per share of Common Stock
(“Option Warrants”), all to be issued and sold by the Company, under its Registration Statement on Form
S-3 filed on May 4, 2020, as amended by Amendment No. 1 filed on May 15, 2020, declared effective on May 21, 2020 (the “Registration
Statement
”), the preliminary prospectus supplement, dated October 27, 2020, and the final prospectus supplement to
be filed on the date hereof, together with the base prospectus (the “Prospectus”). The Common Stock,
Pre-Funded Warrants, Common Warrants, Option Shares, and Option Warrants are collectively referred to herein as the “Securities”.

 

As Nevada special
counsel, we have examined 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,
including, without limitation: (a) the Articles of Incorporation of the Company dated July 26, 2004, as amended; (b) Bylaws of
the Company originally adopted as of March 4, 2010 and January 23, 2013; (c) Minutes of a Special Meeting of the Board of Directors
of the Company dated October 23, 2020 (the “Resolutions”); (d) the forms of Common Warrants, Pre-Funded
Warrants, and Option Warrants; (e) Certificate of Existence (commonly referred to as a “good standing certificate”)
for the Company dated October 22, 2020 from the Nevada Secretary of State certifying that the Company is duly organized, existing,
and in good standing under the laws of the State of Nevada; and (f) fact certificate of the officers of the Company dated October
29, 2020 (the “Officer’s Certificate”).

 

With your knowledge
and permission, we have not reviewed, and express no opinion as to the following: (i) any instrument or agreement referred to or
incorporated by reference in any of the documents listed as Items (a) – (f) of the prior paragraph, except as expressly set
forth herein; and (ii) any provisions of any other laws referred to or deemed to govern the Common Warrants, the Pre-Funded Warrants,
and Option Warrants (other than Nevada law). We have also examined copies, certified or otherwise identified to our satisfaction,
of such records, documents, instruments, communications and certificates (collectively “Client and Public Record Documents”)
of the Company and public officials as we have deemed necessary or appropriate to enable us to render the opinions expressed below.

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

 

Assumptions

 

We have assumed, with
your knowledge and permission, and without independent verification, although we have no actual knowledge that such matters are
not true: (i) the genuineness of all signatures (other than the Company and the persons signing the Officer’s Certificate);
(ii) the power and authority of all parties (other than the Company and the persons signing the Officer’s Certificate) signing
such documents to execute, deliver, and perform under such documents, and the valid authorization, execution, and delivery of such
documents by such other parties; (iii) the authenticity of all documents submitted to us or as filed as exhibits to the Registration
Statement and Prospectus; (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed
photostatic, or facsimile copies; (v) the accuracy and completeness of all corporate records made available to us by the Company;
(vi) the veracity of the matters of fact set forth in the Client and Public Record Documents, and, with your knowledge and permission
we have not necessarily independently verified the content of factual statements made therein, except as we have deemed necessary
or appropriate; (vii) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence;
and (viii) that all parties have complied and will comply with any requirement of good faith, fair dealing, and conscionability.

 

Qualifications

 

The opinions hereinafter
expressed are subject to the following qualifications:

 

A.       Whenever
our opinion herein with respect to the existence or absence of facts is qualified by the phrase “to our knowledge,”
“known to us,” “come to our attention,”
or similar language, it is intended to indicate that during
the course of our representation of the Company, no information has come to our attention which would give us actual knowledge
of the existence or absence of such facts. Except as otherwise stated herein, we have undertaken no independent investigation or
verification of such matters. The words “to our knowledge,” “known to us,” “come to our attention,”
and similar language used herein are intended to be limited to the knowledge of the lawyers currently members of or associated
with our firm who have worked for our firm on matters on behalf of the Company.

 

B.       Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of
equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether
considered in a proceeding in equity or at law.

 

C. We express no opinion
as to any provision of the Common Warrants, Pre-Funded Warrants, or Option Warrants that: (a) provides for liquidated damages,
buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions
may constitute unlawful penalties, (b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity
for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written
modifications and waivers, (d) provides for the payment of legal and other professional fees where such payment is contrary to
law or public policy, (e) relates to exclusivity, election or accumulation of rights or remedies, (f) authorizes or validates conclusive
or discretionary determinations, or (g) provides that provisions of the Common Warrants or Pre-Funded Warrants are severable to
the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.        

 

D. We express no opinion
as to whether a state or federal court outside of the State of New York would give effect to the choice of New York law provided
in the Common Warrants, Pre-Funded Warrants, or Option Warrants.

 

E.       With
respect to the Securities, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common
Stock, future issuances of securities of the Company and/or adjustments to outstanding securities, including the Common Warrants,
Pre-Funded Warrants, and Option Warrants, may cause the Common Warrants, Pre-Funded Warrants, and Option Warrants to be exercisable
for more shares of Common Stock than the number that remain authorized but unissued. Further, we have assumed the exercise price
under the Common Warrants, Pre-Funded Warrants, and Option Warrants will not be adjusted to an amount below the par value per share
of the Common Stock.

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN 

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

 

Opinion

 

Based upon and subject
to the foregoing, we are of the opinion that: 

 

1.       The
Common Stock and Option Shares, when issued, sold and delivered against payment therefor as described in the Prospectus and the
Underwriting Agreement, will be validly issued, fully paid and non-assessable. 

 

2.       Provided
that the Common Warrants, Pre-Funded Warrants, and Option Warrants have been duly executed and delivered by the Company to the
purchasers thereof, the Common Warrants, Pre-Funded Warrants, and Option Warrants are duly authorized, and when issued, will be
a valid and binding obligation of the Company.

 

3.       
If, and to the extent, the Common Warrants, Pre-Funded Warrants, and the Option Warrants are exercised, the Common Stock issuable
upon exercise thereof, when issued, sold and delivered against payment therefor as described in the Prospectus and the Underwriting
Agreement, will be validly issued, fully paid and non-assessable.

 

We are members of
the Bar of the State of Nevada and do not express any opinion as to laws other than those of the State of Nevada and the federal
laws of the United States of America. Our opinion herein is based on the existing laws of the State of Nevada and the federal laws
of the United States of America, and we express no opinion as to any laws or regulations of other states or jurisdictions as they
may pertain to the Underwriting Agreement or with respect to the effect of non-compliance under any such laws or regulations of
any other jurisdictions. This Opinion is effective up to and including the date of this Opinion and we expressly decline any undertaking
to advise you of any matters arising subsequent to the date hereof which would cause us to amend any portion of the foregoing in
whole or in part. This Opinion is limited to the matters expressly set forth herein and no Opinion is implied or may be inferred
beyond the matters expressly stated herein.

 

We hereby
consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the
Securities and Exchange Commission (the “Commission”). We also hereby consent to the reference to
our firm under the caption “Legal Matters” in the Prospectus. This opinion may not be used or relied upon for any
other purpose. In giving this consent, we do not admit that we are within the category of persons whose consent is required
under the Securities Act of 1933 (the “Act”) or the rules and regulations of the Commission
promulgated under the Act.

 

Our opinion herein
is rendered as of the date of this letter, and we disclaim any obligation to advise you of facts, circumstances, events or developments
that hereafter may come to our attention and that may alter, affect or modify such opinion. Our opinion is expressly limited to
the matters set forth above, and we render no opinion, by implication or otherwise, as to any other matters relating to the Company,
the Registration Statement, the Securities or any securities other than the Securities.

 

  Very truly yours,
   
  /s/ Dickinson Wright
PLLC
   
  Dickinson Wright PLLC

 

 

BWK/BJW

 

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

Exhibit 5.2

 

 

100
West Liberty Street, Suite 940

Reno,
NV 89501-1991

Telephone:
(775) 343-7500

Facsimile:
(775) 786-0131

http://www.dickinsonwright.com

 

 

October 29, 2020

 

Ring Energy, Inc.

901 West Wall St. 3rd Floor

Midland, TX 79701

 

Re: Registered Direct Offering Pursuant
to Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as special
counsel to Ring Energy, Inc., a Nevada corporation (the “Company”), in connection with a registered direct
offering of Securities (defined below), to be issued and sold by the Company, under its Registration Statement on Form S-3 filed
on May 4, 2020, as amended by Amendment No. 1 filed on May 15, 2020, declared effective on May 21, 2020 (the “Registration
Statement
”), the final prospectus supplement to be filed on the date hereof, together with the base prospectus (the
Prospectus”), and the Placement Agent Agreement dated October 27, 2020 (the “Placement Agreement”),
by and between the Company and A.G.P./Alliance Global Partners, as placement agent (the “Placement Agent”),
relating to the offer and sale by the Company (the “Offering”) of: (i) 3,500,000 shares of the Company’s
common stock, $0.001 par value per share (“Common Stock”), (ii) accompanying warrants to purchase up
to an aggregate of 6,800,000 shares of Common Stock (“Common Warrants”) and (iii) pre-funded warrants
to purchase up to an aggregate of 3,300,000 shares of Common Stock (“Pre-Funded Warrants”), all pursuant
to a Securities Purchase Agreement dated October 27, 2020 (the “Securities Purchase Agreement”). The
Common Stock, Common Warrants, and Pre-Funded Warrants, are collectively referred to herein as the “Securities”.

 

As Nevada special
counsel, we have examined 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,
including, without limitation: (a) the Articles of Incorporation of the Company dated July 26, 2004, as amended; (b) Bylaws of
the Company originally adopted as of March 4, 2010 and January 23, 2013; (c) Minutes of a Special Meeting of the Board of Directors
of the Company dated October 23, 2020 (the “Resolutions”); (d) the Securities Purchase Agreement; (e)
the forms of Common Warrants and Pre-Funded Warrants; (f) Certificate of Existence (commonly referred to as a “good standing
certificate”) for the Company dated October 22, 2020 from the Nevada Secretary of State certifying that the Company is duly
organized, existing, and in good standing under the laws of the State of Nevada; and (g) fact certificate of the officers of the
Company dated October 29, 2020 (the “Officer’s Certificate”).

 

With your knowledge
and permission, we have not reviewed, and express no opinion as to the following: (i) any instrument or agreement referred to or
incorporated by reference in any of the documents listed as Items (a) – (g) of the prior paragraph, except as expressly set
forth herein; and (ii) any provisions of any other laws referred to or deemed to govern the Common Warrants and the Pre-Funded
Warrants (other than Nevada law). We have also examined copies, certified or otherwise identified to our satisfaction, of such
records, documents, instruments, communications and certificates (collectively “Client and Public Record Documents”)
of the Company and public officials as we have deemed necessary or appropriate to enable us to render the opinions expressed below.

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

 

Assumptions

 

We have assumed, with
your knowledge and permission, and without independent verification, although we have no actual knowledge that such matters are
not true: (i) the genuineness of all signatures (other than the Company and the persons signing the Officer’s Certificate);
(ii) the power and authority of all parties (other than the Company and the persons signing the Officer’s Certificate) signing
such documents to execute, deliver, and perform under such documents, and the valid authorization, execution, and delivery of such
documents by such other parties; (iii) the authenticity of all documents submitted to us or as filed as exhibits to the Registration
Statement and Prospectus; (iv) the conformity to authentic original documents of all documents submitted to us as certified, conformed
photostatic, or facsimile copies; (v) the accuracy and completeness of all corporate records made available to us by the Company;
(vi) the veracity of the matters of fact set forth in the Client and Public Record Documents, and, with your knowledge and permission
we have not necessarily independently verified the content of factual statements made therein, except as we have deemed necessary
or appropriate; (vii) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress, or undue influence;
and (viii) that all parties have complied and will comply with any requirement of good faith, fair dealing, and conscionability.

 

Qualifications

 

The opinions hereinafter
expressed are subject to the following qualifications:

 

A.       Whenever
our opinion herein with respect to the existence or absence of facts is qualified by the phrase “to our knowledge,”
“known to us,” “come to our attention,”
or similar language, it is intended to indicate that during
the course of our representation of the Company, no information has come to our attention which would give us actual knowledge
of the existence or absence of such facts. Except as otherwise stated herein, we have undertaken no independent investigation or
verification of such matters. The words “to our knowledge,” “known to us,” “come to our attention,”
and similar language used herein are intended to be limited to the knowledge of the lawyers currently members of or associated
with our firm who have worked for our firm on matters on behalf of the Company.

 

B.       Our
opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of
equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether
considered in a proceeding in equity or at law.

 

C. We express no opinion
as to any provision of the Common Warrants or Pre-Funded Warrants that: (a) provides for liquidated damages, buy-in damages, monetary
penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties,
(b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements,
statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides
for the payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity,
election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g)
provides that provisions of the Common Warrants or Pre-Funded Warrants are severable to the extent an essential part of the agreed
exchange is determined to be invalid and unenforceable.

 

D. We express no opinion
as to whether a state or federal court outside of the State of New York would give effect to the choice of New York law provided
in the Common Warrants or Pre-Funded Warrants.

 

E.       With
respect to the Securities, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common
Stock, future issuances of securities of the Company and/or adjustments to outstanding securities, including the Common Warrants
and Pre-Funded Warrants, may cause the Common Warrants and Pre-Funded Warrants to be exercisable for more shares of Common Stock
than the number that remain authorized but unissued. Further, we have assumed the exercise price under the Common Warrants and
the Pre-Funded Warrants will not be adjusted to an amount below the par value per share of the Common Stock.

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN 

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

 

Opinion

 

Based upon and subject
to the foregoing, we are of the opinion that: 

 

1.       The
Common Stock, when issued, sold and delivered against payment therefor as described in the Prospectus and the Securities Purchase
Agreement, will be validly issued, fully paid and non-assessable. 

 

2.       Provided
that the Common Warrants and Pre-Funded Warrants have been duly executed and delivered by the Company to the purchasers thereof,
the Common Warrants and the Pre-Funded Warrants are duly authorized, and when issued, will be a valid and binding obligation of
the Company.

 

3.       
If, and to the extent, the Common Warrants and the Pre-Funded Warrants are exercised, the Common Stock issuable upon exercise thereof,
when issued, sold and delivered against payment therefor as described in the Prospectus and the Securities Purchase Agreement,
will be validly issued, fully paid and non-assessable.

 

We are members of
the Bar of the State of Nevada and do not express any opinion as to laws other than those of the State of Nevada and the federal
laws of the United States of America. Our opinion herein is based on the existing laws of the State of Nevada and the federal laws
of the United States of America, and we express no opinion as to any laws or regulations of other states or jurisdictions as they
may pertain to the Securities Purchase Agreement or with respect to the effect of non-compliance under any such laws or regulations
of any other jurisdictions. This Opinion is effective up to and including the date of this Opinion and we expressly decline any
undertaking to advise you of any matters arising subsequent to the date hereof which would cause us to amend any portion of the
foregoing in whole or in part. This Opinion is limited to the matters expressly set forth herein and no Opinion is implied or may
be inferred beyond the matters expressly stated herein.

 

We hereby
consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed with the
Securities and Exchange Commission (the “Commission”). We also hereby consent to the reference to
our firm under the caption “Legal Matters” in the Prospectus. This opinion may not be used or relied upon for any
other purpose. In giving this consent, we do not admit that we are within the category of persons whose consent is required
under the Securities Act of 1933 (the “Act”) or the rules and regulations of the Commission
promulgated under the Act.

 

Our opinion herein
is rendered as of the date of this letter, and we disclaim any obligation to advise you of facts, circumstances, events or developments
that hereafter may come to our attention and that may alter, affect or modify such opinion. Our opinion is expressly limited to
the matters set forth above, and we render no opinion, by implication or otherwise, as to any other matters relating to the Company,
the Registration Statement, the Securities or any securities other than the Securities.

 

  Very truly yours,
   
  /s/ Dickinson Wright
PLLC
   
  Dickinson Wright PLLC

  

BWK/BJW

 

 

 

ARIZONA         CALIFORNIA         
FLORIDA          KENTUCKY          MICHIGAN

 

NEVADA         
OHIO          TENNESSEE          TEXAS         
TORONTO          WASHINGTON DC

Exhibit 10.1

 

October 27, 2020

 

Ring Energy, Inc.

901 West Wall St. 3rd Floor

Midland, TX 79701

Attention: Paul D. McKinney

Chief Executive Officer and Chairman
of the Board

 

Dear Mr. McKinney:

 

This letter (the “Agreement”)
amends and restates the letter agreement dated October 22, 2020 among the parties hereto and constitutes the agreement between
A.G.P./Alliance Global Partners, as exclusive placement agent (“A.G.P.” or the “Placement Agent”),
and Ring Energy, Inc., a company organized under the laws of the state of Nevada (the “Company”), that the Placement
Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with
the proposed placement (the “Placement”) of (i) shares of common stock, par value, $0.001 per share (the “Shares”)
and/or pre-funded warrants to purchase one share of common stock (the “Pre-funded Warrants”) and (ii) accompanying
warrants to purchase 1 share of common stock per Share (the “Warrants”). The Shares shall be sold in units of
one Share and one Warrant (the “Common Units”). The Pre-funded Warrants shall be sold in units of one Pre-funded
Warrant and one Warrant (the “Pre-funded Units” and, together with the Shares, Warrants, Pre-funded Warrants
and Common Units, the “Securities”). The Securities actually placed by the Placement Agent are referred to herein
as the “Placement Agent Securities.” The Placement Agent Securities shall be offered and sold under the Company’s
registration statement on Form S-3 (File No. 333-237988). The documents executed and delivered by the Company and the Purchasers
(as defined below), as applicable, in connection with the Placement, including, without limitation, a securities purchase agreement
(the “Purchase Agreement”) and the Pre-funded Warrant certificates and Warrant certificates, shall be collectively
referred to herein as the “Transaction Documents.”

 

The Common Units shall
be sold to the Purchasers for a purchase price of $0.70 per Common Unit. The Pre-funded Units shall be sold to the Purchasers at
a purchase price of $0.699 per Pre-funded Unit. The Placement Agent may retain other brokers or dealers to act as sub-agents or
selected-dealers on its behalf in connection with the Placement. 

 

The terms of the Placement
shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each, a “Purchaser
and collectively, the “Purchasers”), and nothing herein constitutes that the Placement Agent would have the
power or authority to bind the Company or any Purchaser, or an obligation for the Company will issue any Securities or complete
the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a reasonable
best efforts basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of the Placement
Agent with respect to securing any other financing on behalf of the Company. Certain affiliates of the Placement Agent may participate
in the Placement by purchasing some of the Placement Agent Securities. The sale of Placement Agent Securities to any Purchaser
will be evidenced by the Purchase Agreement between the Company and such Purchaser, in a form reasonably acceptable to the Company
and the Purchaser. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the Purchase
Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from prospective
Purchasers.

 

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

 

A.         Representations
of the Company
. With respect to the Placement Agent Securities, each of the representations and warranties and covenants made
by the Company to the Purchasers in the Purchase Agreement in connection with the Placement, is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby
made to, and in favor of, the Placement Agent. In addition to the foregoing, the Company represents and warrants that there are
no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any
five percent (5.0%) or greater stockholder of the Company.

  

 

 

B.         Covenants
of the Company
. The Company covenants and agrees to continue to retain (i) a firm of independent PCAOB registered public accountants
for a period of at least three (3) years after the Closing Date and (ii) a competent transfer agent with respect to the Placement
Agent Securities for a period of three (3) years after the Closing Date.

 

SECTION 2.       REPRESENTATIONS
OF THE PLACEMENT AGENT
. The Placement Agent represents and warrants that it (i) is a member in good standing of the Financial
Industry Regulatory Authority (“FINRA”), (ii) is registered as a broker/dealer under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), (iii) is licensed as a broker/dealer under the laws of the United
States of America, applicable to the offers and sales of the Placement Agent Securities by the Placement Agent, (iv) is and will
be a corporate body validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter
into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any
change in its status with respect to subsections (i) through (v) above. The Placement Agent covenants that it will use its reasonable
best efforts to conduct the Placement hereunder in compliance with the provisions of this Agreement and the requirements of applicable
law.  

 

SECTION 3.      COMPENSATION
In consideration of the services to be provided for hereunder, the Company shall pay to the Placement Agent or its respective designees
a total cash fee equal to six percent (6.0%) of gross proceeds from the Placement of the total amount of Placement Agent Securities
sold and an accountable expense allowance as set forth in Section 4 below. A.G.P. reserves the right to reduce any item of compensation
or adjust the terms thereof as specified herein in the event that a determination shall be made by FINRA to the effect that the
Placement Agent’s aggregate compensation is in excess of FINRA Rules or that the terms thereof require adjustment.

 

SECTION 4.      
EXPENSES.  The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance
of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all
expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii)
all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and other stamp taxes
in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statements (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectuse and the Prospectus Supplement, and all amendments
and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the
Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or
any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country;
and (vii) the fees and expenses associated with including the Shares on the Trading Market. Notwithstanding the foregoing, any
advance received by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with
FINRA Rule 5110(f)(2)(C). In the event that this Agreement shall not be carried out for any reason whatsoever, within the time
specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement
Agent their actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable
(including the fees and disbursements of A.G.P.’s counsel) up to $20,000 and upon demand the Company shall pay the full amount
thereof to the Placement Agent; provided, however, that such expense cap in no way limits or impairs the indemnification
and contribution provisions of this Agreement.

 

SECTION 5.       INDEMNIFICATION.

 

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

 

 

 

B.           Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent is entitled to indemnity hereunder, the Placement Agent will promptly notify the Company in writing of such
claim or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from
any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such
action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses
of such counsel. Notwithstanding the preceding sentence, the Placement Agent will be entitled to employ its own counsel separate
from counsel for the Company and from any other party in such action if counsel for the Placement Agent reasonably determines that
it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both the
Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel
will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding,
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement
Agent, which will not be unreasonably withheld.

 

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

 

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

 

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

 

SECTION 6.   
   COMPANY LOCK-UP AGREEMENTS.

 

(a) Restriction
on Sales of Capital Stock
. The Company, on behalf of itself and any successor entity, agrees that, without the prior written
consent of the Placement Agent, it will not, for a period beginning on the date of this Agreement and ending on the date that is
the 90th day after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell,
sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or cause to be filed any
registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities
convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt
securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the
Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares
of capital stock of the Company or such other securities, in cash or otherwise.

 

 

 

The restrictions contained
in this Section 6(a) (collectively, the “Restrictions”) shall not apply to (i) the Placement Agent Securities,
(ii) the issuance by the Company of securities of the Company pursuant to any documents, agreements or securities existing or outstanding
as of the Closing Date, provided that such existing or outstanding documents, agreements or securities have not been amended since
the date of this Agreement to increase the number of securities or to decrease the exercise price, exchange price or conversion
price of securities (other than in connection with stock splits or combinations) or to extend the term of such documents, agreements
or securities, (iii) the issuance by the Company of any securities of the Company under any equity compensation plan of the Company
for services rendered to the Company; or (iv) the issuance of any securities of the Company in connection with a merger, joint
venture, licensing arrangement or any other similar non-capital raising transaction, 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, provided that in each of (ii)
through (iv) above, the securities shall be restricted from sale during the entire Lock-Up Period.

 

(b) Restriction
on Continuous Offerings
. Notwithstanding the restrictions contained in Section 6(a), the Company, on behalf of itself and any
successor entity, agrees that, without the prior written consent of the Placement Agent, it will not engage, for a period of 90
days after the date of this Agreement, directly or indirectly in any “at the market” or continuous equity transaction,
offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company
or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

 

SECTION 7.       ENGAGEMENT
TERM
. The Placement Agent’s engagement hereunder will be until the earlier of (i) the 90th day after this
Agreement and (ii) the Closing Date. The date of termination of this Agreement is referred to herein as the “Termination
Date
.” In the event, however, in the course of the Placement Agent’s performance of due diligence it deems it necessary
to terminate the engagement, the Placement Agent may do so prior to the Termination Date. The Company may elect to terminate the
engagement hereunder for any reason prior to the Termination Date but will remain responsible for fees pursuant to Section 3 hereof
with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding anything to the contrary contained herein,
the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the provisions
concerning confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this
Agreement. If this Agreement is terminated prior to the completion of the Placement, all fees due to the Placement Agent as set
forth in Section 3 shall be paid by the Company to the Placement Agent on or before the Termination Date (in the event such fees
are earned or owed as of the Termination Date). The Placement Agent agrees not to use any confidential information concerning the
Company provided to the Placement Agent by the Company for any purposes other than those contemplated under this Agreement.

 

 SECTION 8.      PLACEMENT
AGENT INFORMATION
. The Company agrees that any information or advice rendered by the Placement Agent in connection with this
engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise required
by law, the Company will not disclose or otherwise refer to the advice or information in any manner without the Placement Agent’s
prior written consent.

 

SECTION 9.       NO
FIDUCIARY RELATIONSHIP
. This Agreement does not create, and shall not be construed as creating rights enforceable by any person
or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The Company acknowledges
and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the Company and shall have no duties or
liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement or the retention
of the Placement Agent hereunder, all of which are hereby expressly waived.

 

SECTION 10.     CLOSING.
The obligations of the Placement Agent, and the closing of the sale of the Placement Agent Securities hereunder are subject to
the accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein
and in the Purchase Agreement, to the performance by the Company of its obligations hereunder, and to each of the following additional
terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent:

 

 

 

A.         All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated
hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement
Agent.

 

B.         The
Placement Agent shall have received from outside counsels to the Company such counsel’s written opinion with respect to the
Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.

 

C.         The
Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Shares from
the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the
Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.

 

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

 

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

 

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

 

If any of the conditions
specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations of the Placement
Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice of such cancellation
shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

 

SECTION 11.  
  GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of
New York applicable to agreements made and to be performed entirely in such State, without regard to principles of conflicts of
law. This Agreement may not be assigned by either party without the prior written consent of the other party. This Agreement shall
be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right
to trial by jury with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith
is waived. Any dispute arising under this Agreement may be brought into the courts of the State of New York or into the Federal
Court located in New York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and
in respect of its property, generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by delivering a
copy thereof via overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If either party
shall commence an action or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or
proceeding shall be reimbursed by the other party for its attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.

  

 

 

SECTION 12.     ENTIRE
AGREEMENT/MISCELLANEOUS
. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect or any other
provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise modified
or waived except by an instrument in writing signed by the Placement Agent and the Company. The representations, warranties, agreements
and covenants contained herein shall survive the Closing Date of the Placement and delivery of the Placement Agent Securities.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such
signature is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.

 

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

 

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

 

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

 

 

 

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

 

 

  Very truly yours,
   
  A.G.P./ALLIANCE GLOBAL PARTNERS
   
  By:         /s/ Thomas Higgins
    Name: Thomas Higgins
    Title:   Managing Director
   
  Address for notice:
 

590 Madison Avenue 36th Floor

New York, New York 10022

Attn: Thomas Higgins

Email: thiggins@allianceg.com

 

[Signature Page to Placement Agency Agreement.]

 

 

 

Accepted and Agreed to as of

the date first written
above:

 

RING ENERGY, INC.
 
By: /s/ Paul D. McKinney  
  Name: Paul D. McKinney
  Title:   Chief Executive Officer
 
Address for notice:
 

509 Madison Avenue, Suite 1608

901 West Wall St. 3rd Floor

Midland, TX 79701

Attention: Paul
D. McKinney

Chief Executive Officer
and Chairman of the Board

 

[Signature Page to Placement Agency Agreement.]

 

 

 

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

October 26, 2020 NYSE American – REI

 

RING ENERGY, INC. ANNOUNCES PROPOSED
PUBLIC OFFERING OF COMMON STOCK

 

Midland, TX. October 26, 2020
Ring Energy, Inc. (NYSE: REI) (“Ring Energy” or the “Company”), today announced that it intends to offer shares
of its common stock for sale in an underwritten public offering. As part of this offering, Ring Energy intends to grant the underwriters
a 45-day option to purchase up to an additional fifteen percent (15%) of the shares of common stock offered in the public offering. Ring
Energy intends to use the net proceeds from this offering for working capital and to fund other general corporate purposes. The
offering is subject to market 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.

 

A.G.P./Alliance Global Partners is acting
as sole book-running manager for the offering.

 

This offering is being made pursuant to
an effective shelf registration statement on Form S-3 (No. 333-237988) previously filed with the U.S. Securities and Exchange
Commission (the “SEC”) that was declared effective by the SEC on May 21, 2020. A preliminary prospectus supplement
and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on
the SEC’s website located at http://www.sec.gov. Electronic copies of the preliminary prospectus supplement may be obtained,
when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022 or via telephone
at 212-624-2006 or email: prospectus@allianceg.com. Before investing in this offering,
interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents
that Ring Energy has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying
prospectus, which provide more information about Ring Energy and such offering. The final terms of the proposed offering will
be disclosed in a final prospectus supplement to be filed with the SEC.

 

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

 

About Ring Energy

 

Ring Energy, Inc. is an oil and gas exploration, development
and production company with current operations in Texas.

 

 

 

Safe Harbor Statement

 

This release contains forward-looking statements within the
meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995 that involve a wide variety
of risks and uncertainties, including, without limitations, statements related
to the Company’s ability to complete the public offering, its intended use of proceeds and other statements that are not historical
facts
. Forward-looking statements are based on management’s
current expectations and are subject to risks and uncertainties that may cause actual results or events to differ materially from
those projected. These risks and uncertainties, many of which are beyond our control, include: the risk that the public offering
may not occur
and other risks and uncertainties which are disclosed in the Company’s reports filed with the SEC, including
its Form 10-K for the fiscal year ended December 31, 2019, its Form 10-Q for the quarter ended June 30, 2020, and its other filings
with the SEC. Readers and investors are cautioned that the Company’s actual results may differ materially from those described
in the forward-looking statements due to a number of factors, including, but not limited to, the Company’s ability to acquire
productive oil and/or gas properties or to successfully drill and complete oil and/or gas wells on such properties, general economic
conditions both domestically and abroad, the conduct of business by the Company, and other factors that may be more fully described
in additional documents set forth by the Company.

 

View source version on businesswire.com: https://www.businesswire.com/news/home/20201022005442/en/

 

Contacts:

K M Financial, Inc.
Bill Parsons, 702-489-4447

 

 

Exhibit 99.2

 

FOR IMMEDIATE RELEASE

October 27, 2020 NYSE American – REI

 

RING ENERGY, INC. PRICES $20 MILLION
PUBLIC OFFERING AND CONCURRENT REGISTERED DIRECT OFFERING AT A 5.7% PREMIUM TO PRIOR DAY CLOSE

 

Midland, TX. October 27, 2020 – Ring
Energy, Inc. (NYSE American: REI) (“Ring Energy” or the “Company”), today announced the pricing of an underwritten
public offering of (i) 8,343,000 Common Shares, (ii) 13,428,500 Pre-Funded Warrants and (iii) 21,771,500 Common Warrants at a combined
purchase price of $0.70. The gross proceeds to Ring Energy from this offering are expected to be approximately $15,240,000, before
deducting underwriting discounts and commissions and other estimated offering expenses. Ring Energy has granted the underwriters
a 45-day option to purchase up to an additional 3,265,725 Common Shares and/or 3,265,725 Common Warrants to purchase 3,265,725
Common Shares to cover over-allotments, if any. The Common Warrants have a term of five years and an exercise price of $0.80 per
share. The offering is expected to close on or about October 29, 2020, subject to customary closing conditions.

 

Ring Energy is concurrently announcing
the pricing of a registered direct of (i) 3,500,000 Common Shares, (ii) 3,300,000 Pre-Funded Warrants and (iii) 6,800,000 Common
Warrants at a combined purchase price of $0.70. The gross proceeds to Ring Energy from this offering are expected to be approximately
$4,760,000, before deducting placement agent fees and other estimated offering expenses. The Common Warrants have a term of five
years and an exercise price of $0.80 per share. The offering is expected to close on or about October 29, 2020, subject to customary
closing conditions.

 

A.G.P./Alliance Group Partners is acting
as sole book-running manager for the underwritten public offering.

 

The underwritten public offering is being
made pursuant to an effective shelf registration statement on Form S-3 (No. 333-237988) previously filed with the U.S. Securities
and Exchange Commission (the “SEC”) that was declared effective by the SEC on May 21, 2020. A preliminary prospectus
supplement and accompanying prospectus describing the terms of the proposed offering was filed with the SEC. Electronic copies
of the preliminary prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue,
28th Floor, New York, NY 10022 or via telephone at 212-624-2006 or email: prospectus@allianceg.com. Before investing in this offering,
interested parties should read in their entirety the prospectus supplement and the accompanying prospectus and the other documents
that Ring Energy has filed with the SEC that are incorporated by reference in such prospectus supplement and the accompanying prospectus,
which provide more information about Ring Energy and such offering. The final terms of the proposed offering will be disclosed
in a final prospectus supplement to be filed with the SEC. The preliminary prospectus supplement and accompanying prospectus is
also available, and the final prospectus supplement and accompanying prospectus will be available, on the SEC’s website at
http://www.sec.gov.

 

 

 

A.G.P./Alliance Global Partners is acting
as sole placement agent for the registered direct offering.

  

The registered direct offering is being
made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-237988) previously filed with the U.S. Securities
and Exchange Commission (the “SEC”). A prospectus supplement describing the terms of the proposed offering will be
filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the prospectus
supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY
10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

 

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

 

About Ring Energy, Inc.

Ring Energy, Inc. is an oil and gas exploration,
development and production company with current operations in Texas and New Mexico.

www.ringenergy.com

 

Safe Harbor Statement

This press release contains forward-looking
statements related to Ring Energy and its subsidiaries under the safe harbor provisions of Section 21E of the Private Securities
Litigation Reform Act of 1995 and subject to risks and uncertainties that could cause actual results to differ materially from
those projected. Forward-looking statements include statements regarding the proposed underwritten public offering, the proposed
registered direct offering, expected proceeds of the offerings, and other matters that are described in Ring Energy’s most
recent periodic reports filed with the SEC, including Ring Energy’s Annual Report on Form 10-K for the year ended December
31, 2019, as amended, subsequent Quarterly Reports on Form 10-Q and the preliminary prospectus supplement related to the proposed
public underwritten offering filed with the SEC on or about the date hereof, including risks and uncertainties associated with
general economic and market conditions and the satisfaction of customary closing conditions and the other risk factors set forth
in those filings. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as
of the date of this release and we undertake no obligation to update any forward-looking statement in this press release except
as required by law.

 

Contacts

K M Financial, Inc.

Bill Parsons, 702-489-4447

 

 

 



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