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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 2024
Asure Software, Inc.
(Exact name of registrant as specified
in its charter)
| Delaware |
|
1-34522 |
|
74-2415696 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 405
Colorado Street, Suite
1800 Austin, Texas |
|
78701 |
| (Address of principal executive offices) |
|
(Zip Code) |
512-437-2700
(Registrant's Telephone Number,
including Area Code)
None
(Former address)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange on which
registered |
| Common
Stock, $0.01 par value |
|
ASUR |
|
The Nasdaq Capital Market |
| Series
A Junior Participating Preferred Share Purchase Rights |
|
N/A |
|
N/A |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Exchange Act (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 31, 2024, Asure
Software Inc., a Delaware corporation (the “Company”), entered into a Sales Agreement (the “Sales Agreement”)
with Roth Capital Partners, LLC (the “Agent”). The Sales Agreement provides for the offer and sale of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), from time to time through an “at the market offering”
program under which the Agent will act as sales agent or principal, subject to certain limitations, including the maximum aggregate dollar
amount registered pursuant to the applicable prospectus supplement. Pursuant to the prospectus supplement filed by the Company on October
31, 2024, the Company may offer and sell up to $25 million of shares of Common Stock pursuant to the Sales Agreement.
Under the Sales Agreement,
the Company will specify the parameters for the sale of the shares of Common Stock, including the number of shares to be issued, the time
period during which sales are requested to be made, any limitation on the number of shares that may be sold in any one trading day and
any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Agent may sell the
shares of Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended, including sales made directly on the NASDAQ Capital Market (“Nasdaq”)
or on any other existing trading market for the Common Stock, in negotiated transactions at market prices prevailing at the time of sale
or at prices related to such prevailing market prices and/or any other method permitted by law. The Agent will use commercially reasonable
efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules
of Nasdaq. The Company has no obligation to sell any shares of Common Stock under the Sales Agreement and may at any time suspend solicitation
and offers under the Sales Agreement. The Sales Agreement may be terminated by the Company by giving five (5) days’ written notice
to the Agent for any reason. The Sales Agreement may be terminated by the Agent only for cause, as set forth in the Sales Agreement. Under
the terms of the Sales Agreement, the Company may also sell shares of Common Stock to the Agent acting as principal for its own account
at prices agreed upon at the time of sale, and the Company will pay certain expenses of the Agent, up to specified maximum amounts as
provided in the Sales Agreement, in connection with the Agent’s performance of its obligations thereunder.
The Sales Agreement provides
that the Agent will be entitled to compensation for its services in an amount of up to 3.0% of the aggregate gross proceeds from each
sale made by the Agent under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by
the Company, indemnification obligations of the Company and the Agent, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific
dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting
parties.
Any sales of shares under
the Sales Agreement will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No.
333-278590), including the related prospectus, that was filed with the Securities and Exchange Commission on April 19, 2024 and declared
effective on April 19, 2024, as supplemented by a prospectus supplement dated October 31, 2024.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report shall
not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any sale of
such 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.
An opinion of Cozen O’Connor
P.C. relating to the validity of the Common Stock issued in the offering is filed herewith as Exhibit 5.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
|
ASURE SOFTWARE, INC. |
| |
|
|
| Dated: October 31, 2024 |
By: |
/s/ John Pence |
| |
|
Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer |
Exhibit 1.1
ASURE SOFTWARE, INC.
$25,000,000
Common Stock
($0.01 par value per share)
Sales Agreement
October 31, 2024
Roth Capital Partners, LLC
888 San Clemente Drive, Suite 400
Newport Beach, CA 92660
Ladies and Gentlemen:
Asure Software, Inc.,
a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital
Partners, LLC (the “Agent”), as follows:
1. Issuance
and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the
conditions set forth herein, it may issue and sell through or to the Agent, shares (the “Placement Shares”) of Common
Stock of the Company, $0.01 par value per share (the “Common Stock”) having an aggregate offering price of up to $25,000,000,
provided, however, that in no event shall the Company issue or sell through or to the Agent such number of Placement Shares that
(a) exceeds the number or dollar amount of shares of Common Stock that may be sold pursuant to the Registration Statement (as defined
below), (b) exceeds the number of authorized but unissued shares of Common Stock of the Company (less shares of Common Stock issuable
upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise reserved from the Company’s authorized
capital stock), or (c) exceeds the number or dollar amount of shares of Common Stock for which the Company has filed any Prospectus
Supplement (as defined below) (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything
to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the
amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that the Agent shall
have no obligation in connection with such compliance; provided the Agent uses commercially reasonable efforts to follow the reasonable
trading instructions in all material respects provided by the Company pursuant to any Placement Notice (as defined below). The issuance
and sale of Placement Shares through or to the Agent will be effected pursuant to the Registration Statement (as defined below) filed
by the Company and declared effective by the U.S. Securities and Exchange Commission (the “Commission”), although nothing
in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares.
The Company has filed, in
accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities
Act”), with the Commission a registration statement on Form S-3 (File No. 333-278590), including a base prospectus,
relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by
reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder (the “Exchange Act”). The Company will, if necessary, prepare
a prospectus supplement specifically relating to the Placement Shares (the “Prospectus Supplement”) to the base prospectus
included as part of such registration statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus
included as part of such registration statement, as supplemented by the Prospectus Supplement relating to the Placement Shares. Except
where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed
as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently
filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement
pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under
the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.”
The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented
by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company
with the Commission pursuant to Rule 424(b) under the Securities Act, together with any then issued Issuer Free Writing Prospectus
(defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus
or any amendment or supplement thereto, shall be deemed to refer to and include the documents incorporated or deemed to be incorporated
by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with
respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof
of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”).
For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System,
or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
2. Placements.
Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify
the Agent by email notice (or other method mutually agreed to in writing by the Parties) of the number or dollar value of Placement Shares,
the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any
one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached
hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with
a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from
the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective unless
and until (i) the Agent declines in writing to accept the terms contained therein for any reason, in its sole discretion, in which
case the Agent shall, within two (2) Trading Days of receipt of such Placement Notice, notify the Company (by e-mail notice or other
method mutually agreed upon by the parties), (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the
Company suspends or terminates the Placement Notice or (iv) the Agreement has been terminated under the provisions of Section 12.
The amount of any discount, commission or other compensation to be paid by the Company to the Agent in connection with the sale of the
Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that
neither the Company nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until
the Company delivers a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth
above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the
terms of a Placement Notice, the terms of the Placement Notice will control.
3. Sale
of Placement Shares by Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in the Placement
Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal
laws, rules and regulations and the rules of The Nasdaq Capital Market (the “Exchange”), to sell the Placement
Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written
confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which
it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable
by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable
to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the gross proceeds
that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by any method permitted
by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act.
4. Suspension
of Sales.
(a) The
Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the
other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the
notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable email correspondence to each of the individuals
of the other party set forth on Schedule 3), suspend any sale of Placement Shares (a “Suspension”) ; provided, however,
that such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior
to the receipt of such notice. While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with
respect to the delivery of certificates, opinions, or comfort letters to the Agent shall be automatically waived until such Suspension
has been lifted. Each party agrees that no such notice under this Section 4 shall be effective against any other party unless it
is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.
(b) Notwithstanding
any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the
Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request the sale
of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.
5. Sale
and Delivery to the Agent; Settlement.
(a) Sale
of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described
therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period
specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices
to sell such Placement Shares up to the amount specified in such Placement Notice, and otherwise in accordance with the terms of such
Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling
Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not
sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its
normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and
(iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except
as otherwise agreed by the Agent and the Company.
(b) Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale
of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales of Placement
Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold
(the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction for (i) the
Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2 hereof, and
(ii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.
(c) Delivery
of Placement Shares. On each Settlement Date, against payment of the Net Proceeds, the Company will, or will cause its transfer agent
to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the
Agent shall have given the Company written notice of such designee as soon as practicable and at least one Trading Day prior to the Settlement
Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may
be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable
form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company
on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation
to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations
set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including
reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent
(if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled
absent such default.
(d) Limitations
on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after
giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement
would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the
amount available for offer and sale under the Registration Statement and (C) the amount authorized from time to time to be issued
and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive
committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement
Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of
directors, duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Further,
under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares sold pursuant to this Agreement
to exceed the Maximum Amount.
6. Representations
and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents),
the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and as of each Applicable Time
(as defined below), unless such representation, warranty or agreement specifies a different date or time:
(a) Registration
Statement and Prospectus. The Company and Transactions contemplated by this Agreement meet the requirements for and complies with
the conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and
declared effective under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section entitled “Plan
of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing or suspending the use
of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration Statement and the offer and
sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act and comply in all material
respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed. Copies of the Registration
Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference therein that were filed
with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR, to Agent and its counsel.
The Company has not distributed and, prior to the later to occur of each Settlement Date and completion of the distribution of the Placement
Shares, will not distribute any offering material in connection with the offering or sale of the Placement Shares other than the Registration
Statement and the Prospectus and any Issuer Free Writing Prospectus to which Agent has consented, such consent not to be unreasonably
withheld, conditioned or delayed. Except as set forth in the Prospectus or Prospectus Supplement (or documents incorporated therein by
reference) (the “SEC Reports”), the Company has not, in the 12 months preceding the date hereof, received notice from
the Exchange to the effect that the Company is not in compliance with the listing or maintenance requirements of the Exchange. The Company
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.
(b) No Material
Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or
supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with
the requirements of the Securities Act. At each Applicable Time, the Registration Statement and the Prospectus, as of such date, will
conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective,
did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading. The Prospectus and any amendment or supplement thereto, on the date thereof and
at each Applicable Time (defined below), did not and will not include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Incorporated
Documents did not, and any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain
an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the
statements in such document, in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to
statements in, or omissions from, any such document made in reliance upon, and in conformity with, information furnished to the Company
by Agent specifically for use in the preparation thereof.
(c) Conformity
with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment
or supplement thereto, and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities
Act or the Exchange Act or became or become effective under the Securities Act, as the case may be, conformed and will conform in all
material respects with the requirements of the Securities Act and the Exchange Act, as applicable.
(d) Financial
Information. The financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects,
the financial position of the Company as of the dates indicated and the results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange
Act and in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent
basis (except for (i) such adjustments to accounting standards and practices as are noted therein, (ii) in the case of unaudited
interim financial statements, to the extent such financial statements may not include footnotes required by GAAP or may be condensed or
summary statements and (iii) such adjustments which will not be material, either individually or in the aggregate) during the periods
involved; the other financial and statistical data with respect to the Company contained or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly presented and prepared on a basis
consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma)
that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are not included or
incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent (including
any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), and the Prospectus;
and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses,
if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission)
comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to
the extent applicable.
(e) Conformity
with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this
Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except
to the extent permitted by Regulation S-T.
(f) Organization.
The Company is duly organized, validly existing as a corporation and in good standing under the laws of its jurisdiction of organization.
The Company is, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under
the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license or
qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business as described
in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or
authority would not, individually or in the aggregate, have a material adverse effect on or affecting the assets, business, operations,
earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company
or prevent or materially interfere with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
(g) Subsidiaries.
The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries
listed on Exhibit 21.1 of its most recent Annual Report on Form 10-K. The Company owns, directly or indirectly, all of the equity
interests of its subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction,
and all the equity interests of its subsidiaries are validly issued and are fully paid, non-assessable and free of preemptive and similar
rights.
(h) No Violation
or Default. The Company is not (i) in violation of its charter or by-laws or similar organizational documents; (ii) in default,
and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance
of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject;
or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental
or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such violation or default that
would not, individually or in the aggregate, have a Material Adverse Effect. To the Company’s knowledge, no other party under any
material contract or other agreement to which it is a party is in default in any respect thereunder where such default would have a Material
Adverse Effect.
(i) No Material
Adverse Effect. Subsequent to the respective dates as of which information is given in the Registration Statement, the Prospectus
and the Issuer Free Writing Prospectuses, if any, (including any document deemed incorporated by reference therein), there has not been
(i) any Material Adverse Effect, (ii) any transaction which is material to the Company, (iii) any obligation or liability,
direct or contingent (including any off-balance sheet obligations), incurred by the Company which is material to the Company, (iv) any
material change in the capital stock or outstanding long-term indebtedness (other than (A) the grant of additional awards under equity
incentive plans, (B) changes in the number of outstanding Common Stock due to the issuance of shares upon exercise or conversion
of securities exercisable for or convertible into Common Stock outstanding on the date hereof, (C) any repurchase of capital stock
of the Company, (D) as a result of the sale of Placement Shares, or (E) other than as publicly reported or announced), or (v) any
dividend or distribution of any kind declared, paid or made on the capital stock of the Company other than in each case above in the ordinary
course of business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by
reference therein).
(j) Capitalization.
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other
than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or
similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the
Prospectus as of the dates referred to therein (other than the grant of additional options,restricted stock units, and performance stock
units under the Company’s existing equity incentive plan, shares available for issuance under the Company’s existing equity
incentive plan or employee stock purchase plan, or changes in the number of outstanding shares of Common Stock of the Company due to the
issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the
date hereof) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus.
The description of the securities of the Company in the Registration Statement and the Prospectus is complete and accurate in all material
respects. Except as disclosed in the SEC Reports, the Company does not have outstanding any options to purchase, or any rights or warrants
to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or
sell, any shares of capital stock or other securities.
(k) Authorization;
Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated
hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of
the Company enforceable against the Company in accordance with its terms, except (i) to the extent that enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable
principles and (ii) the indemnification and contribution provisions of Section 10 hereof may be limited by federal or state
securities laws and public policy considered in respect thereof.
(l) Authorization
of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the
Company or a duly authorized committee thereof, against payment therefor as provided herein, will be duly and validly authorized and issued
and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory
or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12
of the Exchange Act. The Placement Shares, when issued, will conform in all material respects to the description thereof set forth in
or incorporated into the Prospectus.
(m) No Consents
Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or governmental
or regulatory authority is required for the execution, delivery and performance by the Company this Agreement, the issuance and sale by
the Company of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as
may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority
(“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.
(n) No Preferential
Rights. Except as disclosed in the SEC Reports, (i) no person, as such term is defined in Rule 1-02 of Regulation S-X
promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company
to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company, (ii) no
Person has any preemptive rights, resale rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill”
provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company, (iii) no
Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of Common
Stock and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any
Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities
in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration
Statement or the sale of the Placement Shares as contemplated thereby or otherwise.
(o) Independent
Public Accountant. Marcum LLP (the “Accountant”), whose report on the financial statements of the Company is filed
with the Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated
into the Registration Statement and the Prospectus, are and, during the periods covered by their report, were an independent registered
public accounting firm with respect to the Company within the meaning of the Securities Act and the Public Company Accounting Oversight
Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor independence requirements of
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the Company.
(p) Enforceability
of Agreements. All agreements between the Company and third parties expressly referenced in the Prospectus (or documents incorporated
by reference therein) are legal, valid and binding obligations of the Company enforceable in accordance with their respective terms, except
to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements
may be limited be federal or state securities laws or public policy considerations in respect thereof, and except for any unenforceability
that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
(q) No Litigation.
Except as disclosed in the SEC Reports, there are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to
the Company’s knowledge, any legal, governmental or regulatory investigations, to which the Company is a party or to which any property
of the Company is the subject that, individually or in the aggregate, if determined adversely to the Company would have a Material Adverse
Effect or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s
knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened
by others; and (i) there are no current or pending legal, governmental or regulatory investigations, actions, suits or proceedings
that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts
or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.
(r) Licenses
and Permits. The Company possesses, or has obtained, all licenses, certificates, consents, orders, approvals, permits and other authorizations
issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory
authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses
as described in the Registration Statement and the Prospectus (the “Permits”), except where the failure to possess,
obtain or make the same would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company
has not received written notice of any proceeding relating to revocation or modification of any such Permit or has any reason to believe
that such Permit will not be renewed in the ordinary course, except where the failure to obtain any such renewal would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(s) No
Material Defaults. The Company is not in default on any installment on indebtedness for borrowed money or on any rental on one or
more long-term leases, which defaults, individually or in the aggregate, have a Material Adverse Effect. The Company has not filed a report
pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating
that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment
on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect
(t) S-3
Eligibility. At the time the Registration Statement was declared effective, the Company met the then applicable requirements for the
use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable.
As of the close of trading on the Exchange on August 30, 2024, the aggregate market value of the outstanding voting and non-voting
common equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144
of the Securities Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under
common control with, the Company) (the “Non-Affiliate Shares”), was approximately $215,536,234.11 (calculated by multiplying (x) the
price at which the common equity of the Company was last sold on the Exchange on August 30, 2024, times (y) the number of Non-Affiliate
Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for
at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information
(as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status
as an entity that is not a shell company.
(u) Certain
Market Activities. Neither the Company nor, to the Company’s knowledge, any of its directors, officers or controlling persons
has taken, directly or indirectly, any action designed, or that has constituted or would reasonably be expected to cause or result in,
under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale
or resale of the Placement Shares.
(v) Broker/Dealer
Relationships. Neither the Company nor any related entities (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls
or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in
the FINRA Manual).
(w) No Reliance.
The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the
offering and sale of the Placement Shares.
(x) Taxes.
The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown
thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith. Except as otherwise
disclosed in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company
which has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no
knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened
against it which would reasonably be expected to have a Material Adverse Effect.
(y) Title
to Real and Personal Property. The Company has no real property and good and valid title to all personal property described in the
Registration Statement or Prospectus as being owned by it that are material to the business of the Company, in each case free and clear
of all liens, encumbrances and claims, except those that (i) do not materially interfere with the use made and proposed to be made
of such property by the Company or (ii) would not reasonably expected, individually or in the aggregate, to have a Material Adverse
Effect. Any real property described in the Registration Statement or Prospectus as being leased by the Company is held by it under valid,
existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed to be made of such
property by the Company or (B) would not be reasonably expected to have a Material Adverse Effect.
(z) Intellectual
Property. The Company owns or possesses adequate enforceable rights to use all patents, patent applications, trademarks (both registered
and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) (collectively,
the “Intellectual Property”), necessary for the conduct of its business as conducted as of the date hereof, except
to the extent that the failure to own or possess adequate rights to use such Intellectual Property would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect; the Company has not received any written notice of any claim of infringement
or conflict which asserted Intellectual Property rights of others, which infringement or conflict, if the subject of an unfavorable decision,
would result in a Material Adverse Effect; there are no pending, or to the Company’s knowledge, threatened judicial proceedings
or interference proceedings against the Company challenging the Company’s rights in or to or the validity of the scope of any of
the Company’s patents, patent applications or proprietary information.
(aa) Environmental
Laws. The Company (i) is in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations,
decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (collectively, “Environmental Laws”); (ii) has received and is in compliance with all
permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its businesses as described in the
Registration Statement and the Prospectus; and (iii) has not received written notice of any actual or potential liability for the
investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except,
in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits,
licenses, other approvals or liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.
(bb) Disclosure
Controls. The Company maintains systems of internal controls designed 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 is not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Prospectus).
Since the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures
to ensure that material information relating to the Company is made known to the certifying officers by others within those entities,
particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls
and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such
date, the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the
conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as
of the Evaluation Date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as
such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other
factors that could significantly affect the Company’s internal controls. To the knowledge of the Company, the Company’s “internal
controls over financial reporting” and “disclosure controls and procedures” are effective.
(cc) Sarbanes-Oxley.
The Company is not aware of any failure on the part of the Company or any of the Company’s directors or officers, in their capacities
as such, to comply with any applicable provisions of the Sarbanes-Oxley Act and the applicable rules and regulations promulgated
thereunder in all material respects. Each of the principal executive officer and the principal financial officer of the Company (or each
former principal executive officer of the Company and each former principal financial officer of the Company as applicable) has made all
certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements and
other documents required to be filed by it or furnished by it to the Commission during the past 12 months. For purposes of the preceding
sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such
terms in the Sarbanes-Oxley Act.
(dd) Finder’s
Fees. The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection
with the transactions herein contemplated, except as may otherwise exist with respect to Agent pursuant to this Agreement.
(ee) Labor
Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is threatened
which would be reasonably likely to have a Material Adverse Effect.
(ff) Investment
Company Act. The Company is not or after giving effect to the offering and sale of the Placement Shares, will not be an “investment
company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment
Company Act of 1940, as amended (the “Investment Company Act”).
(gg) Operations.
The operations of the Company are and have been conducted at all times in compliance with applicable financial record keeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions
to which the Company is subject, 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”), except as
would not have a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental agency, authority or
body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company,
threatened.
(hh) Off-Balance
Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the
knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance,
special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that could reasonably be expected
to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off
Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial
Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not
been described as required.
(ii) Underwriter
Agreements. Other than with respect to this Agreement, the Company is not a party to any agreement with an agent or underwriter for
any other “at the market” or continuous equity transaction.
(jj) ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the Company
or any of its affiliates for employees or former employees of the Company has been maintained in material compliance with its terms and
the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue
Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or
Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding
transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of
Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412
of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes
accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial
assumptions.
(kk) Forward
Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E
of the Exchange Act) (a “Forward Looking Statement”) contained in the Registration Statement and the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Forward Looking Statements incorporated
by reference in the Registration Statement and the Prospectus from the Company’s Annual Report on Form 10-K for the fiscal
year most recently ended (i) are within the coverage of the safe harbor for forward looking statements set forth in Section 27A
of the Securities Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were
made by the Company with a reasonable basis and in good faith and reflect the Company’s good faith commercially reasonable best
estimate of the matters described therein, and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the
Securities Act.
(ll) Agent
Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted under
the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided,
that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent the Agent may engage
in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity)
and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.
(mm) Margin
Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the Company
as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal
Reserve System or any other regulation of such Board of Governors.
(nn) Insurance.
The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate
for the conduct of its business and as is customary for companies engaged in similar businesses in similar industries.
(oo) No Improper
Practices. (i) Neither the Company, nor, to the Company’s knowledge, any of its current executive officers, has, in the
past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution
in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or
foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required to
be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s
knowledge, any affiliate of the Company, on the one hand, and the directors, officers and stockholders of the Company, on the other hand,
that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no
relationship, direct or indirect, exists between or among the Company, or any affiliate of the Company, on the one hand, and the directors,
officers, stockholders or directors of the Company, on the other hand, that is required by the rules of FINRA to be described in
the Registration Statement and the Prospectus that is not so described; (iv) there are no material outstanding loans or advances
or material guarantees of indebtedness by the Company to or for the benefit of any of its officers or directors or any of the members
of the families of any of them; (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person
with the intent to influence unlawfully (A) a customer or supplier of the Company to alter the customer’s or supplier’s
level or type of business with the Company or (B) a trade journalist or publication to write or publish favorable information about
the Company or any of its products or services, and, (vi) neither the Company nor, to the Company’s knowledge, any employee
or agent of the Company has made any payment of funds of the Company or received or retained any funds in violation of any law, rule or
regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977, which payment, receipt or retention of funds is
of a character required to be disclosed in the Registration Statement or the Prospectus).
(pp) Compliance
with Applicable Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not
conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting
business, except where failure to be so in compliance would not result in a Material Adverse Effect.
(qq) Status
under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act
at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.
(rr) No Misstatement
or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable
Time (as defined in Section 24 below), did not, does not and will not include any information that conflicted, conflicts or
will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed
to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from
any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically
for use therein.
(ss) No Conflicts.
Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the
transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will
conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under,
or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the property or
assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts,
breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation of the provisions
of the organizational or governing documents of the Company, or (y) in any material violation of the provisions of any statute or
any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority or
other government body having jurisdiction over the Company.
(tt) OFAC.
Neither the Company or any director, officer, agent, employee, affiliate or representative of the Company is a government, individual
or entity (in this paragraph (tt), “Person”) that is, or is owned or controlled by a Person that is, currently subject
to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”),
the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury
(“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor located, organized
or resident in a country or territory that is the subject of Sanctions; provided however, that for the purposes of this paragraph (tt),
no Person shall be an affiliate of the Company solely by reason of owning less than a majority of any class of voting securities of the
Company. The Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any Person currently subject to any U.S. sanctions administered by OFAC. The Company represents and covenants that,
except as detailed in the Prospectus, for the past two (2) years, the Company has not knowingly engaged in, is not now knowingly
engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of
the dealing or transaction is or was the subject of Sanctions.
(uu) Stock
Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required to be paid
in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided
for by the Company and all laws imposing such taxes will be or will have been fully complied with.
Any certificate signed by
an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with this Agreement shall
be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set forth therein.
7. Covenants
of the Company. The Company covenants and agrees with Agent that:
(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares
is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant
to Rule 172 under the Securities Act) (the “Prospectus Delivery Period”) (i) the Company will notify the
Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference,
has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any
request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the
Company will prepare and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration
Statement or Prospectus that, in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution
of the Placement Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company
of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing
shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file
any amendment or supplement to the Registration Statement or Prospectus (except for documents incorporated by reference) relating to the
Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable
period of time before the filing and the Agent has not objected thereto (provided, however, that (A) the failure of the Agent to
make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely
on the representations and warranties made by the Company in this Agreement and (B) the Company has no obligation to provide the
Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if the filing does not name the
Agent or does not relate to the transaction herein provided; and provided, further, that the only remedy Agent shall have with respect
to the failure to by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will furnish
to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the
Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment
or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of
the Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required
pursuant to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with
the Commission under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively
by the Company). Until such time as the Company shall have effected such compliance, the Company shall not notify the Agents to resume
the offering of Placement Shares.
(b) Notice
of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the
issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the
suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives
any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any
Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
(c) Delivery
of Prospectus; Subsequent Changes. During the Prospectus Delivery Period, the Company will comply with all requirements imposed upon
it by the Securities Act, as from time to time in force, and to file on or before their respective due dates (taking into account any
extensions available under the Exchange Act) all reports and any definitive proxy or information statements required to be filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If
the Company has omitted any information from the Registration Statement pursuant to Rule 430A under the Securities Act, it will use
reasonable best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A
and to notify the Agent promptly of all such filings. If during the Prospectus Delivery Period any event occurs as a result of which the
Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in the light of the circumstances then existing, not misleading, or if during the Prospectus Delivery
Period the Company determines in its judgment it is necessary to amend or supplement the Registration Statement or Prospectus to comply
with the Securities Act, the Company will promptly notify Agent to suspend the offering of Placement Shares during such period and the
Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such
statement or omission or effect such compliance; provided, however, that the Company may delay the filing of any amendment or supplement,
if in the judgment of the Company, it is in the best interests of the Company.
(d) Listing
of Placement Shares. During the Prospectus Delivery Period, the Company will use its commercially reasonable efforts to cause the
Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such jurisdictions
as Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement
Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer
in securities or file a general consent to service of process in any jurisdiction.
(e) Delivery
of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the Company) copies
of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements
to the Registration Statement or Prospectus that are filed with the Commission during the Prospectus Delivery Period (including all documents
filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably
practicable and in such quantities as the Agent may from time to time reasonably request and, at Agent’s request, will also furnish
copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company
shall not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.
(f) Earnings
Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than
15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies
the provisions of Section 11(a) and Rule 158 of the Securities Act, which requirement may be satisfied by publicly filing
the required information on EDGAR.
(g) Use
of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”
(h) Notice
of Other Sales. Without the prior written consent of Agent, the Company will not, directly or indirectly for its own behalf, offer
to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,
Common Stock during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the
second (2nd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to
such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered
by a Placement Notice, the date of such suspension or termination); and will not directly or indirectly for its own behalf in any other
“at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise
dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable
for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however,
that such restrictions will not be required in connection with the Company’s issuance or sale of (i) Common Stock, restricted
stock units, options to purchase Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director
stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed
plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock
issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding or to be issued
pursuant to the terms of securities purchase agreements, and disclosed in filings by the Company available on EDGAR or otherwise in writing
to the Agent, and (iii) Common Stock, or securities convertible into or exercisable for Common Stock, offered and sold in a negotiated
transaction to vendors, customers, strategic partners or potential strategic partners, acquisition candidates or other investors conducted
in a manner so as not to be integrated with the offering of Common Stock hereby.
(i) Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after it shall
have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any
opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.
(j) Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents
and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably
request.
(k) Required
Filings Relating to Placement of Placement Shares. The Company will either (i) disclose in its Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, as applicable, with regard to the relevant quarter, the number of the Placement Shares sold
by or through the Agent pursuant to this Agreement, the Net Proceeds to the Company and the compensation paid to the Agent by the Company
with respect to such sales of the Placement Shares pursuant to this Agreement, or (ii) on or prior to the earlier of (A) the
date on which the Company shall file a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K in respect
of any fiscal quarter in which sales of Placement Shares were made by the Agent pursuant to this Agreement and (B) the date on which
the Company shall be obligated to file such document referred to in clause (A) in respect of such quarter (each such date, and any
date on which an amendment to any such document is filed, a “Filing Date”), will file a prospectus supplement with
the Commission under the applicable paragraph of Rule 424(b), which prospectus supplement will set forth, with regard to such
quarter, the number of the Placement Shares sold by or through the Agent pursuant to this Agreement, the Net Proceeds to the Company
and the compensation paid to the Agent by the Company with respect to such sales of the Placement Shares pursuant to this Agreement and
deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may
be required by the rules or regulations of such exchange or market.
(l) Representation
Dates; Certificate. On the date of this Agreement and within five (5) trading days of each time the Company:
(i) files
the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to an offering
of securities other than the Placement Shares), the Registration Statement or the Prospectus relating to the Placement Shares by means
of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration
Statement or the Prospectus relating to the Placement Shares;
(ii) files
an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or
a material amendment to the previously filed Form 10-K);
(iii) files
a quarterly report on Form 10-Q under the Exchange Act; or
(iv) files
a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to
Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the
Exchange Act; (Each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation
Date”) the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines
that the information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l) (the
“Representation Date Certificate”); provided however, if no Placement Notice is pending at such Representation Date,
then before the Company delivers a Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with
a Representation Date Certificate. The requirement to provide a Representation Date Certificate shall be waived for any Representation
Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date
the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the
next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company
files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares
following a Representation Date when the Company relied on such waiver and did not provide the Agent with a Representation Date Certificate,
then before the Company delivers the Placement Notice or the Agent sells any Placement Shares, the Company shall provide the Agent with
a Representation Date Certificate, dated the date of the Placement Notice.
(m) Legal
Opinion. On the date of this Agreement, the Company shall cause to be furnished to the Agent a written opinion and negative assurance
letter of Cozen O’Connor P.C. (“Company Counsel”), or other counsel satisfactory to the Agent, in form and substance
satisfactory to Agent and its counsel. Thereafter, within five (5) Trading Days of each Representation Date with respect to which
the Company is obligated to deliver a Representation Date Certificate for which no waiver is applicable, the Company shall cause to be
furnished to the Agent a negative assurance letter of Company Counsel in form and substance satisfactory to Agent and its counsel; provided
however, if no Placement Notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent
sells any Placement Shares, the Company shall provide the Agent with such negative assurance letter; provided, further, that in lieu
of such negative assurance letter for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter
(a “Reliance Letter”) to the effect that the Agent may rely on a prior negative assurance letter delivered under this
Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such prior negative
assurance letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date
of the Reliance Letter).
(n) Comfort
Letter. (1) On the date of this Agreement and (2) within five (5) Trading Days of each Representation Date, with respect
to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver
is applicable, the Company shall cause its independent accountants to furnish the Agent letters (the “Comfort Letters”),
dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided however,
if no placement notice is pending at such Representation Date, then before the Company delivers a Placement Notice or the Agent sells
any Placement Shares, the Company shall provide the Agent with the Comfort Letter; provided, further, that if requested by the Agent,
the Company shall cause a Comfort Letter to be furnished to the Agent within ten (10) Trading Days of the date of occurrence of
any material transaction or event, including the restatement of the Company’s financial statements. The Comfort Letter from the
Company’s independent accountants shall be in a form and substance satisfactory to the Agent, (i) confirming that they are
an independent public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (the
“PCAOB”), (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial
information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with
registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial
Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified
as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.
(o) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes
or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock, or pay anyone any compensation for soliciting
purchases of the Placement Shares other than the Agent.
(p) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not become, at any time
prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act.
(q) No Offer
to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder,
neither the Agent nor the Company (including its agents and representatives, other than Agent in their capacity as such) will make, use,
prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to
be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.
(r) Sarbanes-Oxley
Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls
in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance
of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide
reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial
statements in accordance with GAAP, (iii) that receipts and expenditures of the Company are being made only in accordance with management’s
and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements.
The Company will use commercially reasonable efforts to maintain such controls and other procedures, including, without limitation, those
required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations thereunder that are designed to ensure that
information required to be disclosed by the Company in the reports that 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, including, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and
principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure
and to ensure that material information relating to the Company is made known to it by others within the Company, particularly during
the period in which such periodic reports are being prepared.
8. Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the
preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements
and exhibits) as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary, (ii) the
printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase,
sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for
the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or
taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel,
accountants and other advisors to the Company, (v) the reasonable out-of-pocket expenses of Agent, including fees and disbursements
of counsel to the Agent, up to $50,000 (which amount shall include all fees and disbursements of such counsel described in clause (ix) below)
and quarterly disbursements of counsel to the Agent up to $5,000 per calendar quarter thereafter in connection with each Representation
Date that the Company is obligated to deliver the Representation Certificate pursuant to Section 7(l) for which no waiver is
applicable and excluding the date of this Agreement, (vi) the printing and delivery to the Agent of copies of any Permitted Issuer
Free Writing Prospectus (defined below) and the Prospectus and any amendments or supplements thereto in such number as the Agent shall
deem necessary, (vii) the preparation, printing and delivery to the Agent of copies of the blue sky survey and any Canadian “wrapper”
and any supplements thereto, in such number as the Agent shall deem necessary, (viii) the fees and expenses of the transfer agent
and registrar for the Common Stock, (ix) the fees and expenses incident to any review by FINRA of the terms of the sale of the Placement
Shares, including fees and expenses of counsel to the Agent, and (x) the fees and expenses incurred in connection with the listing
of the Placement Shares on the Exchange.
9. Conditions
to Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject to the continuing
accuracy and completeness of the representations and warranties made by the Company herein (other than those representations and warranties
made as of a specified date or time), to the due performance by the Company of its obligations hereunder, to the completion by the Agent
of a due diligence review satisfactory to it in its reasonable judgment, and to the continuing satisfaction (or waiver by the Agent in
its sole discretion) of the following additional conditions:
(a) Registration
Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement
Shares contemplated to be issued by any Placement Notice.
(b) No Material
Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional
information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration
Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus;
(ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material
statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, the Prospectus
or documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that
in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(c) No Misstatement
or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or
supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material, or omits to state
a fact that in the Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein
not misleading.
(d) Material
Changes. Except as contemplated in the Prospectus, or disclosed in the SEC Reports, there shall not have been any material adverse
change, on a consolidated basis, in the authorized capital stock of the Company or any Material Adverse Effect, or any development that
could reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the
Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization
that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the
effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without
relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable
to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e) Legal
Opinion. The Agent shall have received the opinions of Company Counsel required to be delivered pursuant Section 7(m) on
or before the date on which such delivery of such opinion is required pursuant to Section 7(m).
(f) Comfort
Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or before the
date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).
(g) Representation
Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before
the date on which delivery of such certificate is required pursuant to Section 7(l).
(h) Secretary’s
Certificate. On the date of this Agreement, the Agent shall have received a certificate, signed on behalf of the Company by its corporate
Secretary, in form and substance satisfactory to the Agent and its counsel.
(i) No Suspension.
Trading in the Common Stock shall not have been suspended on the Exchange, and the Common Stock shall not have been delisted from the
Exchange.
(j) Other
Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall
have furnished to the Agent such appropriate further information, certificates and documents as the Agent may reasonably request. All
such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Company will furnish the
Agent with such conformed copies of such opinions, certificates, letters and other documents as the Agent shall reasonably request.
(k) Securities
Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed prior to
the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424.
(l) Approval
for Listing. The Placement Shares shall either have been approved for listing quotation on the Exchange, subject only to notice of
issuance, or the Company shall have filed an application for listing quotation of the Placement Shares on the Exchange at, or prior to,
the issuance of any Placement Notice.
(m) No Termination
Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant to Section 12(a).
10. Indemnification
and Contribution.
(a) Company
Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers, employees
and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon any untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading,
or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer Free Writing Prospectus
or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate amount
paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Agent, which consent
shall not unreasonably be delayed or withheld; and
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall
not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly
for use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus
(or any amendment or supplement thereto).
(b) Agent
Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed
the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and
all loss, liability, claim, damage and expense described in the indemnity contained in Section 10(a), as incurred, but only with
respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments
thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the
Agent and furnished to the Company in writing by the Agent expressly for use therein.
(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 10,
notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to
notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified
party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified party under the foregoing
provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture of substantive rights
or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party
of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written
notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly
with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the
indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying
party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have
the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense
of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying
party, (2) the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on written advice of counsel to the indemnified party) between the indemnified party and
the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of
the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within
a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements
and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party
or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all
such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly
after the indemnifying party receives a written invoice relating to fees, disbursements and other charges in reasonable detail. An indemnifying
party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying
party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not
any indemnified party is a party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of
each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (2) 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.
(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs
of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the
Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative,
legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding
or any claim asserted, but after deducting any contribution received by the Company from persons other than the Agent, such as persons
who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors
of the Company, who also may be liable for contribution) to which the Company and the Agent may be subject in such proportion as shall
be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative
benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the
total net proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation
received by the Agent (before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation
provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the
Company, on the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim,
liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such
offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Agent,
the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or
omission. The Company and the Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(d) were
to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage,
or action in respect thereof, referred to above in this Section 10(d) shall be deemed to include, for the purpose of this Section 10(d),
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action
or claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(d),
the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(d), any person
who controls a party to this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or
agents of the Agent, will have the same rights to contribution as that party, and each officer of the Company who signed the Registration
Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution
may be made under this Section 10(d), will notify any such party or parties from whom contribution may be sought, but the omission
to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have
under this Section 10(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive
rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence
of Section 10(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written
consent if such consent is required pursuant to Section 10(c) hereof.
11. Additional
Covenants.
(a) Representations
and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA, the Exchange
Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except such states
in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue, for the term
of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations
of each state in which the Placement Shares will be offered and sold, except such states in which the Agent is exempt from registration
or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and
regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of
the Placement Shares.
(b) Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of this Agreement and
all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective
dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the Company (or any of
their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor
or (iii) any termination of this Agreement.
12. Termination.
(a) The
Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since
the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect,
or any development that is reasonably likely to have a Material Adverse Effect or, in the sole judgment of the Agent, is material and
adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement
Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international
financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving
a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such
as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for
the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited by the Commission or the Exchange,
or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange,
(4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred
and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred
and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination
shall be without liability of any party to any other party except that the provisions of Section 8 (Expenses), Section 10 (Indemnification),
Section 11 (Survival of Representations), Section 17 (Governing Law; Consent to Jurisdiction) and Section 18 (Waiver of
Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement
as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 13 (Notices).
(b) The
Company shall have the right, by giving five (5) days’ written notice as hereinafter specified, to terminate this Agreement
in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to
any other party except that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof
shall remain in full force and effect notwithstanding such termination.
(c) Unless
earlier terminated pursuant to this Section 12, this Agreement shall automatically terminate upon the issuance and sale of all of
the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions of Section 8,
Section 10, Section 11, Section 17 and Section 18 hereof shall remain in full force and effect notwithstanding such
termination.
(d) This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c) above or otherwise by
mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide
that Section 8, Section 10, Section 11, Section 17 and Section 18 shall remain in full force and effect.
(e) Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination
shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company, as the case may
be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle
in accordance with the provisions of this Agreement.
(f) Subject
to the additional limitations set forth in Section 8 of this Agreement, in the event of termination of this Agreement prior to the
sale of any Placement Shares, the Agent shall be entitled only to reimbursement of its out-of-pocket expenses actually incurred.
13. Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement
shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:
Roth Capital Partners, LLC
888 San Clemente
Newport Beach, CA 92660
Fax No.: (949) 720-7227
Attention: Managing Director
and
Pryor Cashman LLP
7 Times Square
New York, NY 10036
Fax No.: (212) 326-0806
Attention: M. Ali Panjwani, Esq.
and if to the Company, shall be delivered to:
Asure Software, Inc.
405 Colorado Street, Suite 1800
Austin, Texas 78701
Attention: Chief Executive Officer
with a copy to:
Cozen O’Connor P.C.
33 South 6th Street, Suite 3800
Minneapolis, MN 55402
Attn: Katheryn A. Gettman, Esq.
E-mail: KGettman@cozen.com
Each party to this Agreement
may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable e-mail correspondence (with
an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the
next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and
(iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid).
An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 13 if sent to the electronic
mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party
sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request
and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall
be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
14. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective successors
and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to any of the parties
contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement,
express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided,
however, that the Agent may assign its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s
consent, provided that such affiliate is a registered broker-dealer and the Agent provides advance written notice of such assignment
to the Company pursuant to Section 13.
15. Adjustments
for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted
to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.
16. Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued
pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both
written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be
amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of
competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal
and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable
term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms
and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.
17. GOVERNING
LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH PARTY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18. CONSENT
TO JURISDICTION. 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 WITH ANY TRANSACTION CONTEMPLATED
HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS
BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED)
TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND
SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS
IN ANY MANNER PERMITTED BY LAW.
19. Use
of Information. The Agent may not use any information gained in connection with this Agreement and the transactions contemplated
by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.
20. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by e-mail delivery of
an executed Agreement as an attachment in .pdf format.
21. Effect
of Headings. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof.
22. Permitted
Free Writing Prospectuses.
The Company represents, warrants and agrees that,
unless it obtains the prior consent of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent
of the Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing
Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed
with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter
referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees
that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433,
and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including
timely filing with the Commission where required, legending and record keeping.
23. Absence
of Fiduciary Relationship.
The Company acknowledges
and agrees that:
(a) The
Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
(b) it
is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;
(c) the
Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement
and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;
(d) it
is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from
those of the Company and the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary,
advisory or agency relationship or otherwise; and
(e) it
waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach
of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not have any liability
(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the
Agent’s obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent’s counsel
confidential to the extent not otherwise publicly-available.
24. Definitions.
As used in this Agreement,
the following terms have the respective meanings set forth below:
“Applicable Time”
means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement, and (iii) each
Settlement Date.
“Business Day”
shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
“Issuer Free Writing
Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement
Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is
exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering
that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required
to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.
“knowledge of the
Company” or “Company’s knowledge” means the actual knowledge of Patrick Goepel or John Pence or knowledge
that would be obtained by such persons after reasonable inquiry.
“Rule 172,”
“Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.
“Trading Day”
means any day on which shares of Common Stock are purchased and sold on the Exchange.
All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included” or “stated”
in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such
financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus,
as the case may be.
All references in this Agreement
to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy
filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer
Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include
the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the
Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with
any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.
If the foregoing correctly
sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and the Agent.
| |
Very truly yours, |
| |
|
| |
ASURE SOFTWARE, INC. |
| |
|
| |
By: |
/s/
Patrick Goepel |
| |
Name: Patrick Goepel |
| |
Title: Chief Executive Officer |
| |
|
| |
ACCEPTED as of the
date first-above written: |
| |
|
| |
ROTH CAPITAL
PARTNERS, LLC |
| |
|
| |
By: |
/s/ David Farina |
| |
Name: David Farina |
| |
Title: Managing Director, Co-Head of Business Services Investment Banking |
[Signature Page to Sales Agreement]
SCHEDULE 1
FORM OF PLACEMENT NOTICE
| From: |
ASURE SOFTWARE, INC. |
| |
|
| To: |
ROTH CAPITAL PARTNERS,
LLC |
| |
|
| Attention: |
|
|
| |
|
|
| |
|
| Subject: |
Placement Notice |
| |
|
| Date: |
|
Ladies and Gentlemen:
Pursuant to the terms and
subject to the conditions contained in the Sales Agreement between, Asure Software, Inc. (the “Company”) and Roth Capital
Partners, LLC (“Agent”), dated October 31, 2024, the Company hereby requests that the Agent sell up to ____________
of the Company’s Common Stock, $0.01 par value per share, at a minimum market price of $_______ per share, during the time period
beginning [month, day, time] and ending [month, day, time].
SCHEDULE 2
Compensation
The Company shall pay to the Agent in cash, upon
each sale of Placement Shares pursuant to this Agreement, an amount equal to 3% of the gross proceeds from each sale of Placement Shares.
SCHEDULE 3
Notice Parties
The Company
| Patrick Goepel |
pat.goepel@asuresoftware.com |
| John Pence |
john.pence@asuresoftware.com |
With
a copy to Edward Vaunder (edward.vaunder@asuresoftware.com) andKatheryn Gettman (kgettman@cozen.com)
The Agent
| Lou Ellis |
LEllis@roth.com | |
| Nazan Akdeniz |
NAkdeniz@roth.com | |
With a copy to RothECM@roth.com
EXHIBIT 7(l)
Form of Representation Date Certificate
____________________, 20__
This Representation Date
Certificate (this “Certificate”) is executed and delivered in connection with Section 7(l) of the Sales Agreement
(the “Agreement”), dated October 31, 2024, and entered into between Asure Software, Inc. (the “Company”)
and Roth Capital Partners, LLC. All capitalized terms used but not defined herein shall have the meanings given to such terms in the
Agreement.
The undersigned, a duly appointed
and authorized officer of the Company, having made all necessary inquiries to establish the accuracy of the statements below and having
been authorized by the Company to execute this certificate, hereby certifies as follows:
| 1. | As of the date of this Certificate, (i) the
Registration Statement does 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 not misleading, (ii) neither the Registration Statement nor the Prospectus 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 light of the circumstances
under which they were made, not misleading and (iii) no event has occurred as a result
of which the Company believes it is necessary to amend or supplement the Prospectus in order
to make the statements therein not untrue or misleading. |
| 2. | Each of the representations and warranties
of the Company contained in the Agreement that are not qualified by materiality were, when
originally made, and are, as of the date of this Certificate, true and correct in all material
respects and the other representations and warranties of the Company in the Agreement that
are qualified by materiality were, when originally made, and are, as of the date of this
Certificate, true and correct, in each case. |
| 3. | Each of the covenants required to be
performed by the Company in the Agreement on or prior to the date of the Agreement, this
Representation Date, and each such other date as set forth in the Agreement, has been duly,
timely and fully performed in all material respects and each condition required to be complied
with by the Company on or prior to the date of the Agreement, this Representation Date, and
each such other date as set forth in the Agreement or in the Waivers has been duly, timely
and fully complied with in all material respects. |
| 4. | Subsequent to the date of the most recent
financial statements in the Prospectus, there has been no Material Adverse Effect. |
| 5. | No stop order suspending the effectiveness
of the Registration Statement or of any part thereof has been issued, and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge,
threatened by any securities or other governmental authority (including, without limitation,
the Commission). |
Cozen O’Connor
P.C. are entitled to rely on the representations and warranties made in this certificate in rendering its respective legal opinions in
connection with the transactions contemplated by the Agreement.
The certifications
provided herein each shall be deemed to be a representation and warranty by the Company, as applicable, under Section 6 of the Agreement
to the Agent as to the matters set forth therein.
The undersigned has executed
this Representation Date Certificate as of the date first written above.
| |
ASURE SOFTWARE, INC. |
| |
|
| |
By: |
|
| |
Name: |
| |
Title: |
Exhibit 5.1
October 31, 2024
Asure Software, Inc.
405 Colorado Street, Suite 1800
Austin, Texas 78701
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel
to Asure Software, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer
and sale of up to $25 million of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share
(the “Common Stock”), which the Company may offer and sell from time to time on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-278590) filed by the Company with the Securities and Exchange Commission (the
“Commission”) under the Securities Act on April 9, 2024 and declared effective by the Commission on April 19,
2024 (the “Registration Statement”).
The offering and sale of
the Shares are being made pursuant to the Sales Agreement, dated as of October 31, 2024 (the “Sales Agreement”),
by and between the Company and Roth Capital Partners, LLC.
In rendering the
opinions set forth below, we examined and relied upon such certificates, corporate records, agreements, instruments and other
documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. In rendering
the opinions set forth below, we have examined and are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (a) the Restated Certificate of Incorporation of the Company, as in effect on the date hereof, (b) the
Third Amended and Restated Bylaws of the Company, as in effect on the date hereof, (c) the Registration Statement, the base
prospectus that forms a part thereof and the prospectus supplement thereto related to the offering of the Shares, (d) the Sales
Agreement, (e) the written consent of the Board of Directors of the Company relating to, among other matters, the filing of the
Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto related to the offering
of the Shares and (f) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth
below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents had
the power, corporate or other, to enter into and perform all obligations thereunder and all such documents have been duly authorized
by all requisite action, corporate or other, and duly executed and delivered by all parties thereto. As to any facts material to the
opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and
representations of officers and other representatives of the Company and others.
Subject to the foregoing
and the other matters set forth herein, it is our opinion that, as of the date hereof, three million five hundred thousand (3,500,000)
shares of Common Stock to be issued and sold by the Company pursuant to the Sales Agreement (the “Initial Shares”)
have been duly authorized for issuance and that such Initial Shares, when issued and paid for in accordance with the terms and conditions
of the Sales Agreement, will be validly issued, fully paid and non-assessable.
With your consent, we have
relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently
verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, including the statutory
provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing, and we
express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the
case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
This opinion is for your
benefit in connection with the Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto
related to the offering of the Shares and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable
provisions of the Securities Act. This opinion letter is limited to the matters stated herein, and no opinion may be implied or inferred
beyond the matters expressly stated in this opinion letter. This opinion letter is given as of the date hereof, and we assume no obligation
to advise you after the date hereof of facts or circumstances that come to our attention or changes in the law, including judicial or
administrative interpretations thereof, that occur which could affect the opinions contained herein. We consent to your filing this opinion
as an exhibit to a Current Report on Form 8-K in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated
under the Securities Act, and to the reference to our firm’s name contained therein and in the prospectus supplement to the Registration
Statement related to the offering of the Shares under the heading “Legal Matters.” In giving such consent, we do not thereby
admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
Very truly yours,
/s/ Cozen O’Connor P.C.
v3.24.3
Cover
|
Oct. 31, 2024 |
| Document Type |
8-K
|
| Amendment Flag |
false
|
| Document Period End Date |
Oct. 31, 2024
|
| Entity File Number |
1-34522
|
| Entity Registrant Name |
Asure Software, Inc.
|
| Entity Central Index Key |
0000884144
|
| Entity Tax Identification Number |
74-2415696
|
| Entity Incorporation, State or Country Code |
DE
|
| Entity Address, Address Line One |
405
Colorado Street
|
| Entity Address, Address Line Two |
Suite
1800
|
| Entity Address, City or Town |
Austin
|
| Entity Address, State or Province |
TX
|
| Entity Address, Postal Zip Code |
78701
|
| City Area Code |
512
|
| Local Phone Number |
437-2700
|
| Written Communications |
false
|
| Soliciting Material |
false
|
| Pre-commencement Tender Offer |
false
|
| Pre-commencement Issuer Tender Offer |
false
|
| Entity Emerging Growth Company |
false
|
| Common Stock [Member] |
|
| Title of 12(b) Security |
Common
Stock, $0.01 par value
|
| Trading Symbol |
ASUR
|
| Security Exchange Name |
NASDAQ
|
| Series A Preferred Stock [Member] |
|
| Title of 12(b) Security |
Series
A Junior Participating Preferred Share Purchase Rights
|
| No Trading Symbol Flag |
true
|
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true only for a security having no trading symbol.
| Name: |
dei_NoTradingSymbolFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:trueItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
Asure Software (NASDAQ:ASUR)
過去 株価チャート
から 10 2024 まで 11 2024
Asure Software (NASDAQ:ASUR)
過去 株価チャート
から 11 2023 まで 11 2024
