Exhibit 10.1


 





UNDERWRITING AGREEMENT


 


March 16, 2016


Dawson James Securities, Inc.


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

1 North Federal Highway, 5th Floor


Boca Raton, FL 33432


 


Ladies and Gentlemen:


 


The undersigned, InspireMD,
Inc. (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James
Securities, Inc. (the “Representative”) and with the other underwriters named on Schedule 1 hereto for
which the Representative is acting as representative (the Representative and such other underwriters being collectively called
the “Underwriters” or, individually, an “Underwriter”) as follows: 


 


1.          Purchase
and Sale of Units; Representative’s Warrants.


 


(a)          Common
Stock and Warrants.


 


(i)          Nature
and Purchase of Common Stock and Warrants.


 


(A)         
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,900,000 units (“Units”)
of securities, each such Unit consisting of (a) one share of the Company’s common stock (the “Common Stock”)
(the “Shares”) and (b) a warrant, which warrant is each exercisable to purchase 0.5 shares of Common Stock (the
“Warrants”). The Units, the Shares, the Warrants and the shares of Common Stock issuable upon exercise thereof
(the “Warrant Shares”) are hereinafter referred to together as the “Public Securities.”


 


(B)          
The Underwriters, severally and not jointly, agree to purchase from the Company the number of Units set forth opposite their respective
names on Schedule 1 attached hereto and made a part hereof at a purchase price of $0.5428 (the “Purchase Price”)
per Unit (92% of the public offering price per Unit). The Units are to be offered initially to the public at the offering price
set forth on the cover page of the Prospectus (as defined in Section 2(a)(i)(A) hereof).


 


(ii)         Shares
Payment and Delivery.


 


(A)          Delivery
and payment for the Units shall be made at 10:00 a.m., Eastern time, on the third (3rd) Business Day following the date
hereof (the “Effective Date”) (or the fourth (4th) Business Day following the Effective Date if this
Agreement is executed after 4:01 p.m., Eastern time) or at such earlier time as shall be agreed upon by the Representative and
the Company, at the offices of Schiff Hardin LLP, 901 K Street NW, Suite 700, Washington DC 20001 (“Representative Counsel”),
or at such other place (or by electronic transmission) as shall be agreed upon by the Representative and the Company. The hour
and date of delivery and payment for the Units is called the “Closing Date.”


 


(B)          Payment
for the Units shall be made on the Closing Date by wire transfer in federal (same day) funds, payable to the order of the Company
upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing the Units (or through the
facilities of the Depository Trust Company (“DTC”)), for the account of the Underwriters. The Units shall be
registered in such name or names and in such authorized denominations as the Representative may request in writing two (2) full
Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver the Units except upon tender of
payment by the Representative for all of the Units or via delivery versus payment for the Units. The term “Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.


 




     


     


    

 


(b)          Underwriter’s
Warrants. The Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Closing Date an option
(“Representative’s Warrant”) for the purchase of an aggregate of 95,000 shares of Common Stock, representing
5% of the Shares, for an aggregate purchase price of $100.00. The Representative’s Warrant agreement, in the form attached
hereto as Exhibit A (the “Representative’s Warrant Agreement”), shall be exercisable, in whole or in part,
commencing on a date which is 181 days after the Effective Date and expiring on the five-year anniversary of the Effective Date
at an initial exercise price per share of Common Stock of $0.7375, which is equal to 125% of the Purchase Price. The Representative’s
Warrant Agreement and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Representative’s
Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule
5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one
hundred eighty (180) days after the Effective Date and by its acceptance thereof shall agree that it will not sell, transfer, assign,
pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short
sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period
of one hundred eighty (180) days following the Effective Date to anyone other than (i) an Underwriter or a selected dealer in connection
with the Offering, or (ii) a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer;
and only if any such transferee agrees to the foregoing lock-up restrictions. Delivery of the Representative’s Warrant Agreement
shall be made on the Closing Date and shall be issued in the name or names and in such authorized denominations as the Representative
may request.


 


2.          Representations
and Warranties of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined
below) and as of the Closing Date, as follows:


 


(a)          Registration
Matters.


 


(i)          Pursuant
to the Securities Act.


 


(A)         The
Company has filed with the Commission a registration statement on Form S-3 (File No. 333-191875) including a related prospectus,
for the registration of certain securities (the "Shelf Securities"), including the Public Securities and Representative’s
Securities under the Securities Act, and the rules and regulations thereunder (the "Securities Act Regulations").
The registration statement has been declared effective under the Securities Act by the Commission. The registration statement,
as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the
exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at
such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of
such time pursuant to Rule 430A ("Rule 430A") or Rule 430B under the Securities Act Regulations ("Rule
430B"), is referred to herein as the "Registration Statement;" provided, however, that the "Registration
Statement" without reference to a time means such registration statement as amended by any post-effective amendments thereto
as of the time of the first contract of sale for the Public Securities, which time shall be considered the "new effective
date" of such registration statement with respect to the Public Securities within the meaning of paragraph (f)(2) of Rule
430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference
therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof
as of such time pursuant to the Rule 430A or Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Securities
Act Regulations is hereinafter called the "Rule 462(b) Registration Statement," and after such filing the term
"Registration Statement" shall include the 462(b) Registration Statement. The prospectus covering the Shelf Securities,
dated October 24, 2013, in the form first used to confirm sales of the Public Securities (or in the form first made available to
the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred
to as the "Base Prospectus." The Base Prospectus, as supplemented by the prospectus supplement specifically related
to the Public Securities in the form first used to confirm sales of the Public Securities (or in the form first made available
to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act), is hereinafter
referred to, collectively, as the "Prospectus," and the term "Preliminary Prospectus" means any
preliminary form of the Prospectus, including any preliminary prospectus supplement specifically related to the Public Securities,
filed with the Commission by the Company with the consent of the Underwriter.


 


(B)         All
references in this Agreement to financial statements and schedules and other information which is “contained,” “included”
or “stated” (or other references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus
shall be deemed to include all such financial statements and schedules and other information incorporated or deemed incorporated
by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution
and delivery of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement,
any Preliminary Prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange
Act Regulations”), incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary
Prospectus or the Prospectus, as the case may be, at or after the execution and delivery of this Agreement.


 




     


     


    

 


(C)           The
term “Pricing Disclosure Package” means (i) the Preliminary Prospectus, as most recently amended or supplemented
immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if
any, identified in Schedule I hereto, and (iii) any other Free Writing Prospectus (as defined below) that the parties hereto shall
hereafter expressly agree to treat as part of the Pricing Disclosure Package.


 


(D)         
“Applicable Time” means 4:30 p.m., Eastern time, on the date of this Agreement.


 


(E)           “Issuer
Free Writing Prospectus” means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations.
The term "Free Writing Prospectus" means any free writing prospectus, as defined in Rule 405 of the Securities
Act Regulations.


 


(F)           Agreement
to Renew Registration Statement. With respect to the Warrant Shares and the Common Stock underlying the Underwriter’s
Warrants, the Company agrees, to the extent that the Company is eligible to use Form S-3, to file a new registration statement
pursuant to Rule 415(a)(5)-(6) to maintain the registration of such shares in the timeframe set forth by such rule.


 


(b)          Stock
Exchange Listing. The Shares are approved for listing on NYSE MKT (the “Exchange”) and the Company has taken
no action designed to, or likely to have the effect of, delisting the shares of Common Stock from the Exchange, nor has the Company
received any notification that the Exchange is contemplating terminating such listing, except as disclosed in the SEC Reports (as
defined below).


 


(c)          No
Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any
order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.


 


(d)          Subsidiaries.
Each of the Company’s subsidiaries have been duly incorporated and are validly existing as entities in good standing under
the laws of jurisdictions of their respective organization, with power and authority to own, lease and operate their respective
properties and conduct their respective businesses as described in the Preliminary Prospectus, and have been duly qualified as
foreign corporations for the transaction of business and are in good standing under the laws of each other jurisdictions in which
they own or lease properties or conduct any business so as to require such qualification, except where the failure so to qualify
or be in good standing would not have a Material Adverse Change (as defined below); all of the issued and outstanding capital stock
(or other ownership interests) of such subsidiaries has been duly and validly authorized and issued, is fully paid and non-assessable
and is owned, directly and indirectly, by the Company free and clear of any security interest, mortgage, pledge, lien, encumbrance,
claim or equity. Unless otherwise set forth, all references in this Section 2 to the “Company” shall include references
to all such subsidiaries.


 


(e)          Disclosures
in Registration Statement.


 


(i)          Compliance
with Securities Act and 10b-5 Representation.


 


(A)          Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus, including
the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto,
and the Prospectus, at the time each was filed with the Commission, complied in all material respects with the requirements of
the Securities Act and the Securities Act Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection
with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed with the
Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(B)          Neither
the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at the Closing Date, contained,
contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required
to be stated therein or necessary to make the statements therein not misleading.


 




     


     


    

 


(C)          The
Pricing Disclosure Package, as of the Applicable Time, at the Closing Date, did not, does not and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained
in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as
supplemented by and taken together with the Preliminary Prospectus as of the Applicable Time, did not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements
made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to
the Underwriters by the Representative expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus
or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf
of any Underwriter consists solely of the following disclosure contained in the following paragraphs in the “Underwriting”
section of the Prospectus: (i) the names of the several underwriters, (ii) the concession and reallowance figures appearing in
the third paragraph thereof, and (iii) the information under the subsection “Stabilization” (the “Underwriters’
Information”); and


 


(D)         
Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the
time of any filing with the Commission pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue
statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to the Underwriters’ Information.


 


(ii)         Disclosure
of Agreements. The agreements and documents described in the Registration Statement, the Pricing Disclosure Package and the
Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement, the
Pricing Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that
have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company
is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, and (ii) is material to the Company’s business, has been duly authorized and
validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and,
to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as
enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and
(z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default
thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or
both, would constitute a default thereunder, except as disclosed in the Registration Statement, the Pricing Disclosure Package
and the Prospectus. To the Company’s knowledge, performance by the Company of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any
governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each,
a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.


 


(iii)        Prior
Securities Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit
of, any person or persons controlling, controlled by or under common control with the Company, except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Preliminary Prospectus.


 


(iv)        Regulations.
The disclosures in the Registration Statement, the Pricing Disclosure Package and the Prospectus concerning the effects of federal,
state, local and all foreign regulation on the Offering and the Company’s business as currently contemplated are correct
in all material respects and no other such regulations are required to be disclosed in the Registration Statement, the Pricing
Disclosure Package and the Prospectus which are not so disclosed.


 


(f)          Changes
After Dates in Registration Statement.


 


(i)          No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Pricing
Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse
change in the financial position or results of operations of the Company, nor any change or development that, singularly or in
the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition
(financial or otherwise), results of operations, business, assets or prospects of the Company (a “Material Adverse Change”);
(ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement;
and (iii) no officer or director of the Company has resigned from any position with the Company.


 




     


     


    

 


(ii)         Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not: (i) issued any securities
(other than (i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of
option, warrants or convertible securities described in the Registration Statement, the Pricing Disclosure Package and the Prospectus)
or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or
made any other distribution on or in respect to its capital stock.


 


(g)          Independent
Accountants. To the knowledge of the Company, Kesselman & Kesselman, an independent registered public accounting firm and
a member firm of PricewaterhouseCoopers International Limited, during such time as it was engaged by the Company (collectively,
the “Auditors”), is an independent registered public accounting firm as required by the Securities Act and the
Securities Act Regulations and the Public Company Accounting Oversight Board. During such time period in which the Auditors served
as the Company’s independent registered public accounting firm the Auditors did not or have not, during the periods
covered by the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.


 


(h)           SEC
Reports; Financial Statements, etc. The Company has complied in all material respects with requirements to file all reports,
schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received
a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of
their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange
Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. The financial statements, including the notes thereto and supporting schedules included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus, fairly present in all material respects the financial position and the results
of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared
in conformity with GAAP, consistently applied throughout the periods involved (provided that unaudited interim financial statements
are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes
required by GAAP); and the supporting schedules included in the Registration Statement present fairly in all material respects
the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are
required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act
or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any,
included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared
in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly in all
material respects the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments
used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained
in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures”
(as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act
and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing
Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including
contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material
current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity,
capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, (a) the Company has not incurred any material liabilities or obligations,
direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company
has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not
been any change in the capital stock of the Company (other than (i) grants under any stock compensation plan and (ii) shares of
common stock issued upon exercise or conversion of option, warrants or convertible securities described in the Registration Statement,
the Pricing Disclosure Package and the Prospectus), and (d) there has not been any Material Adverse Change in the Company’s
long-term or short-term debt.


 




     


     


    

 


(i)           Authorized
Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement, the Pricing Disclosure
Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based on the assumptions
stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company will have on the Closing Date
the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration Statement, the
Pricing Disclosure Package and the Prospectus, on the Effective Date, as of the Applicable Time, on the Closing Date, there will
be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized, but unissued shares of Common Stock
of the Company or any security convertible or exercisable into shares of Common Stock of the Company, or any contracts or commitments
to issue or sell shares of Common Stock or any such options, warrants, rights or convertible securities.


 


(j)          Valid
Issuance of Securities, etc.


 


(i)          
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions contemplated
by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have
no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none
of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The authorized shares of Common Stock, Company preferred stock and other outstanding securities
conform in all material respects to all statements relating thereto contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. The offers and sales of the outstanding shares of Common Stock were at all relevant times either registered
under the Securities Act and the applicable state securities or “blue sky” laws or, based in part on the representations
and warranties of the purchasers of such shares, exempt from such registration requirements.


 


(ii)         Securities
Sold Pursuant to this Agreement. The Public Securities and Representative’s Securities have been duly authorized for
issuance and sale and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are
not and will not be subject to personal liability by reason of being such holders; the Public Securities and Representative’s
Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Public
Securities and Representative’s Securities has been duly and validly taken. All corporate action required to be taken for
the authorization, issuance and sale of the Units, the Shares and the Warrants, has been duly and validly taken; the Warrant Shares
have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company and when paid
for, if applicable, and issued in accordance with the Warrants, such Warrant Shares will be validly issued, fully paid and non-assessable;
the holders thereof are not and will not be subject to personal liability by reason of being such holders; and such Shares or Warrant
Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual
rights granted by the Company. The Public Securities conform in all material respects to all statements with respect thereto contained
in the Registration Statement, the Pricing Disclosure Package and the Prospectus. All corporate action required to be taken for
the authorization, issuance and sale of the Public Securities and Representative’s Securities has been duly and validly taken;
the Shares, Warrants and Warrant Shares, have been duly authorized and reserved for issuance by all necessary corporate action
on the part of the Company and when paid for and issued such Shares will be validly issued, fully paid and non-assessable; such
Warrants will be validly issued; the holders thereof are not and will not be subject to personal liability by reason of being such
holders; and such Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the
Company or similar contractual rights granted by the Company (except for any such rights that have been waived).


 


(k)          Registration
Rights of Third Parties. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the
Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include
any such securities in a registration statement to be filed by the Company (except for any such rights that have been waived).


 




     


     


    

 


(l)          Validity
and Binding Effect of Agreements. This Agreement and the Representative’s Warrant Agreement each has been duly and validly
authorized by the Company, and, when executed and delivered, will constitute, the valid and binding agreement of the Company, enforceable
against the Company in accordance with its respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution
provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.


 


(m)         No
Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary documents, the consummation
by the Company of the transactions herein and therein contemplated and the compliance by the Company with the terms hereof and
thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material breach
of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation, modification,
termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to the terms of
any agreement or instrument to which the Company is a party; (ii) result in any violation of the provisions of the Company’s
Certificate of Incorporation (as the same may be amended or restated from time to time, the “Charter”) or the
by-laws of the Company (as the same may be amended or restated from time to time, the “Bylaws”); or (iii) violate
any existing applicable law, rule, regulation, judgment, order or decree of any Governmental Entity as of the date hereof (including,
without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the
“FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those
performed by the FDA.


 


(n)         Regulatory.
Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not reasonably
be expected to result, individually or in the aggregate, in a Material Adverse Change: (i) the Company has not received any FDA
Form 483, notice of adverse finding, warning letter or other correspondence or notice from the FDA or any other Governmental Entity
alleging or asserting noncompliance with any Applicable Laws (as defined in clause (ii) below) or Authorizations (as defined in
clause (iii) below); (ii) the Company is and has been in material compliance with statutes, laws, ordinances, rules and regulations
applicable to the Company for the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing,
labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed by the
Company, including without limitation, the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301, et seq., similar laws of
other Governmental Entities and the regulations promulgated pursuant to such laws (collectively, “Applicable Laws”);
(iii) the Company possesses all licenses, certificates, approvals, clearances, consents, authorizations, qualifications, registrations,
permits, and supplements or amendments thereto required by any such Applicable Laws and/or to carry on its businesses as now conducted
(“Authorizations”) and such Authorizations are valid and in full force and effect and the Company is not in
violation of any term of any such Authorizations; (iv) the Company has not received notice of any claim, action, suit, proceeding,
hearing, enforcement, investigation, arbitration or other action from any Governmental Entity or third party alleging that any
product, operation or activity is in violation of any Applicable Laws or Authorizations or has any knowledge that any such Governmental
Entity or third party is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding, nor, to
the best of the Company’s knowledge, has there been any material noncompliance with or violation of any Applicable Laws by
the Company that could reasonably be expected to require the issuance of any such communication or result in an investigation,
corrective action, or enforcement action by FDA or similar Governmental Entity; (v) the Company has not received notice that any
Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations or has
any knowledge that any such Governmental Entity has threatened or is considering such action; (vi) the Company has filed, obtained,
maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
as required by any Applicable Laws or Authorizations and that all such reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments were complete, correct and not misleading on the date filed (or were corrected
or supplemented by a subsequent submission); and (vii) the Company has not, either voluntarily or involuntarily, initiated, conducted
or issued, or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale
warning, “dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any
product or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted
or intends to initiate or conduct such notice or action. Neither the Company nor, to the Company's knowledge, any of its directors,
officers, employees or agents has been convicted of any crime under any Applicable Laws or has been the subject of an FDA debarment
proceeding. The Company has not been or is now subject to FDA's Application Integrity Policy. To the Company's knowledge, neither
the Company, nor any of its directors, officers, employees or agents, has made, or caused the making of, any false statements on,
or material omissions from, any other records or documentation prepared or maintained to comply with the requirements of the FDA
or any other Governmental Entity. Neither the Company nor, to the Company's knowledge, any of its directors, officers, employees
or agents, have with respect to each of the following statutes, or regulations promulgated thereto, as applicable: (i) engaged
in activities under 42 U.S.C. §§ 1320a-7b or 1395nn; (ii) knowingly engaged in any activities under 42 U.S.C. §
1320a-7b or the Federal False Claims Act, 31 U.S.C. § 3729; or (iii) knowingly and willfully engaged in any activities under
42 U.S.C.§ 1320a-7b, which are prohibited, cause for civil penalties, or mandatory or permissive exclusion from Medicare,
Medicaid, or any other State Health Care Program or Federal Health Care Program.


 




     


     


    

 


(o)          No
Defaults; Violations. No material default exists in the due performance and observance of any term, covenant or condition of
any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other agreement or instrument
evidencing an obligation for borrowed money, or any other material agreement or instrument to which the Company is a party or by
which the Company may be bound or to which any of the properties or assets of the Company is subject. The Company is not (i) in
violation of any term or provision of its Charter or Bylaws, or (ii) in violation of any franchise, license, permit, applicable
law, rule, regulation, judgment or decree of any Governmental Entity applicable to the Company.


 


(p)         Corporate
Power; Licenses; Consents.


 


(i)          Conduct
of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company
has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business
purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.


 


(ii)         Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid
issuance, sale and delivery of the Public Securities and Representative’s Securities and the consummation of the transactions
and agreements contemplated by this Agreement and as contemplated by the Registration Statement, the Pricing Disclosure Package
and the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations of the Financial
Industry Regulatory Authority, Inc. (“FINRA”).


 


(q)          Litigation;
Governmental Proceedings. There is no material action, suit, proceeding, inquiry, arbitration, investigation, litigation or
governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s
knowledge, any executive officer or director which has not been disclosed in the Registration Statement, the Pricing Disclosure
Package and the Prospectus or in connection with the Company’s listing application for the additional listing of the Shares
on the Exchange.


 


(r)          Good
Standing. The Company has been duly organized and is validly existing as a corporation and is in good standing under the laws
of the State of Delaware as of the date hereof, and is duly qualified to do business and is in good standing in each other jurisdiction
in which its ownership or lease of property or the conduct of business requires such qualification, except where the failure to
qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse Change.


 


(s)          Insurance.
The Company carries or is entitled to the benefits of insurance, with, to the Company’s knowledge, reputable insurers, and
in such amounts and covering such risks which the Company believes are reasonably adequate, and all such insurance is in full force
and effect. The Company has no reason to believe that it will not be able (i) to renew its existing insurance coverage as and when
such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct
its business as now conducted and at a cost that would not result in a Material Adverse Change.


 


(t)          Transactions
Affecting Disclosure to FINRA.


 


(i)          Finder’s
Fees. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no claims,
payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee
by the Company or any executive officer or director of the Company (each an, “Insider”) with respect to the sale of
the Public Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s
knowledge, any of its stockholders that may affect the Underwriters’ compensation, as determined by FINRA.


 


(ii)         Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s
fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company
persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii)  any person or entity that has any
direct or indirect affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other
than the payment to the Underwriters as provided hereunder in connection with the Offering.


 




     


     


    

 


(iii)        Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.


 


(iv)        FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) beneficial owner of 5% or more of any class of the Company's
securities or (iii) beneficial owner of the Company's unregistered equity securities which were acquired during the 180-day period
immediately preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA). 


 


(v)         Information.
To the Company’s knowledge, all information provided by the Company’s officers and directors in their FINRA Questionnaires
to Representative Counsel specifically for use by Representative Counsel in connection with its Public Offering System filings
(and related disclosure) with FINRA is true, correct and complete in all material respects.


 


(u)         Foreign
Corrupt Practices Act. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or
affiliate of the Company or any other person acting on behalf of the Company, has, directly or indirectly, given or agreed to give
any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to any
customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who
was, is, or may be in a position to help or hinder the business of the Company (or assist it in connection with any actual or proposed
transaction) that (i) might subject the Company to any damage or penalty in any civil, criminal or governmental litigation
or proceeding, (ii) if not given in the past, might have had a Material Adverse Change or (iii) if not continued in the
future, might adversely affect the assets, business, operations or prospects of the Company. The Company has taken reasonable steps
to ensure that its accounting controls and procedures are sufficient to cause the Company to comply in all material respects with
the Foreign Corrupt Practices Act of 1977, as amended.


 


(v)         Compliance
with OFAC. Neither of the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate
of the Company or any other person acting on behalf of the Company, 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”), and the Company will not,
directly or indirectly, use the proceeds of the Offering 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.


 


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


 


(x)          Officers’
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Representative
Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the matters covered thereby.


 


(y)          Related
Party Transactions. There are no business relationships or related party transactions involving the Company or any other person
required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described
as required.


 


(z)          Board
of Directors. The qualifications of the persons serving as board members and the overall composition of the board comply with
the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder (the “Sarbanes-Oxley
Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of
the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under
Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors
qualify as “independent,” as defined under the listing rules of the Exchange.





 




     


     


    




 


(aa)        Sarbanes-Oxley
Compliance.



 


(i)          Disclosure
Controls. The Company has developed and currently maintains disclosure controls and procedures that will comply with Rule 13a-15
or 15d-15 under the Exchange Act Regulations applicable to it, and such controls and procedures are effective to ensure that all
material information concerning the Company will be made known on a timely basis to the individuals responsible for the preparation
of the Company’s Exchange Act filings and other public disclosure documents.


 


(ii)         Compliance.
The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance with the provisions of the Sarbanes-Oxley
Act applicable to it, and has implemented or will implement such programs and taken reasonable steps to ensure the Company’s
future compliance (not later than the relevant statutory and regulatory deadlines therefor) with all of the material provisions
of the Sarbanes-Oxley Act.


 


(bb)        Accounting
Controls. The Company maintains systems of “internal control over financial reporting” (as defined under Rules
13a-15 and 15d-15 under the Exchange Act Regulations) that comply with the requirements of the Exchange Act and have been designed
by, or under the supervision of, its principal executive and principal financial officers, or persons performing similar functions,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the
recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
the Company is not aware of any material weaknesses in its internal controls. The Auditors and the Audit Committee of the Board
of Directors of the Company have been advised of: (i) all significant deficiencies and material weaknesses, if any, in the design
or operation of internal controls over financial reporting which are known to the Company’s management and that have adversely
affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize and report financial
information; and (ii) any fraud, if any, known to the Company’s management, whether or not material, that involves management
or other employees who have a significant role in the Company’s internal controls over financial reporting.


 


(cc)        No
Investment Company Status. The Company is not and, after giving effect to the Offering and the application of the proceeds
thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be, required to
register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


(dd)        No
Labor Disputes. No labor dispute with the employees of the Company exists or, to the knowledge of the Company, is imminent.


 


(ee)        Intellectual
Property Rights. To the Company’s knowledge, the Company has, or can acquire on reasonable terms, ownership of and/or
license to, or otherwise has the right to use, all inventions, know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), patents and patent rights trademarks, service marks and trade
names, copyrights, (collectively “Intellectual Property”) material to carrying on their businesses as described
in the Pricing Prospectus. The Company has not received any correspondence relating to any Intellectual Property, including notice
of: (A) infringement or misappropriation of, or conflict with, any Intellectual Property of a third party; (B) asserted rights
of others with respect to any Intellectual Property of the Company; (C) assertions that any Intellectual Property of the Company
is invalid or otherwise inadequate to protect the interest of the Company, that in each case (if the subject of any unfavorable
decision, ruling or finding), individually or in the aggregate, would have or would reasonably be expected to have a Material Adverse
Change. There are no third parties who have been able to establish any material rights to any Intellectual Property, except for
the retained rights of the owners or licensors of any Intellectual Property that is licensed to the Company. There is no pending
or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the validity, enforceability
or scope of any Intellectual Property of the Company or (B) challenging the Company’s rights in or to any Intellectual Property
or (C) that the Company materially infringes, misappropriates or otherwise violates or conflicts with any Intellectual Property
or other proprietary rights of others. The Company has complied in all material respects with the terms of each agreement described
in the Registration Statement, Pricing Disclosure Package or Prospectus pursuant to which any Intellectual Property is licensed
to the Company, and all such agreements related to products currently made or sold by the Company, or to product candidates currently
under development, are in full force and effect. All patents issued in the name of, or assigned to, the Company, and all patent
applications made by or on behalf of the Company (collectively, the “Company Patents”) have been duly and properly
filed. The Company is not aware of any material information that was required to be disclosed to the United States Patent and Trademark
Office (the “PTO”) but that was not disclosed to the PTO with respect to any issued Company Patent, or that
is required to be disclosed and has not yet been disclosed in any pending application in the Company Patents and that would preclude
the grant of a patent on such application. To the Company’s knowledge, the Company is the sole owner of the Company Patents.


 




     


     


    

 


(ff)         Taxes.
The Company has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior to the date hereof
or has duly obtained extensions of time for the filing thereof. The Company has paid all taxes (as hereinafter defined) shown as
due on such returns that were filed and has paid all taxes imposed on or assessed against the Company, except for such exceptions
as could not be expected, individually or in the aggregate, to have a Material Adverse Change. The provisions for taxes payable,
if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and
unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements.
Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority
in connection with any of the returns or taxes asserted as due from the Company, and (ii) no waivers of statutes of limitation
with respect to the returns or collection of taxes have been given by or requested from the Company. The term “taxes”
mean all federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium,
property, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatever, together with any
interest and any penalties, additions to tax or additional amounts with respect thereto. The term “returns”
means all returns, declarations, reports, statements and other documents required to be filed in respect to taxes.


 


(gg)       Employee
Benefit Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in material compliance
with the Employee Retirement Income Security Act of 1974, as amended, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Employee
Benefit Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or
any arbitrator involving the Company or its subsidiaries with respect to the Employee Benefit Laws is pending or, to the knowledge
of the Company, threatened.


 


(hh)       Compliance
with Laws. The Company: (A) is and at all times has been in compliance with all Applicable Laws, except as would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Change; (B) has not received any correspondence from any
Governmental Entity alleging or asserting noncompliance with any Applicable Laws or any Authorizations; (C) possesses all material
Authorizations and such Authorizations are valid and in full force and effect and the Company is not in material violation of any
term of any such Authorizations, in each case except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Change; (D) has not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action from any Governmental Entity or third party alleging that any product operation or activity
is in violation of any Applicable Laws or Authorizations and has no knowledge that any such Governmental Entity or third party
is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding; (E) has not received written
notice that any Governmental Entity has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations;
(F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct in all material
respects on the date filed (or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily
or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal
or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice or action relating to the alleged
lack of safety or efficacy of any product or any alleged product defect or violation and, to the Company’s knowledge, no
third party has initiated, conducted or intends to initiate any such notice or action.


 


(ii)         Ineligible
Issuer.  At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Public Securities and at
the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account
of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible
issuer.


 


(jj)         Industry
Data.  The statistical and market-related data included in each of the Registration Statement, the Pricing Disclosure
Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable
and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 




     


     


    

 


(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) contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus has been made or reaffirmed without
a reasonable basis or has been disclosed other than in good faith.


 


(ll)          Margin
Securities. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors
of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds of Offering will be used,
directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause
any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of
the Federal Reserve Board.


 


(mm)      Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of
any such securities under the Securities Act.


 


(nn)       Confidentiality
and Non-Competition. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject
to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer
that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be
expected to result in a Material Adverse Change.


 


3.          Covenants
of the Company. The Company covenants and agrees as follows:


 


(a)          Amendments
to Registration Statement. The Company shall deliver to the Representative, prior to filing, any amendment or supplement to
the Registration Statement or Prospectus proposed to be filed after the Effective Date and not file any such amendment or supplement
to which the Representative shall reasonably object in writing; provided however, that this Section 3(a) shall not be applicable
with respect to any supplements to the Registration Statement filed solely for the purpose of supplementing the Registration Statement
or Prospectus with a report filed with the Commission by the Company pursuant to the Exchange Act.


 


(b)         Federal
Securities Laws.


 


(i)          Compliance.
The Company shall comply with the requirements of Rule 430A of the Securities Act Regulations, and will notify the Representative
promptly, and confirm the notice in writing, (i) when any amendment or supplement to the Prospectus shall have been filed;
(ii) of the receipt of any comments from the Commission related to the Prospectus or Offering; (iii) of any request by
the Commission for any amendment or supplement to the Prospectus or for additional information; (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any
order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, or of the suspension of the qualification
of the Public Securities and Representative’s Securities for offering or sale in any jurisdiction, or of the initiation or,
to the Company’s knowledge, threatening, of any proceedings for any of such purposes or of any examination pursuant to Section 8(d)
or 8(e) of the Securities Act concerning the Registration Statement and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Public Securities and Representative’s
Securities. The Company shall effect all filings required under Rule 424(b) of the Securities Act Regulations, in the manner and
within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary
to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission
and, in the event that it was not, it will promptly file such prospectus. The Company shall use its best efforts to prevent the
issuance of any stop order, prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest
possible moment.


 


(ii)         Free
Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, it shall
not make any offer relating to the Public Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer Free
Writing Prospectus and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
is set forth on Schedule I. The Company represents that it has treated or agrees that it will treat each such free writing prospectus
consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,” as defined in Rule
433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely
filing with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted
or would conflict with the information contained in the Registration Statement or included or would include an untrue statement
of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriters
and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict,
untrue statement or omission.


 




     


     


    

 


(c)          Delivery
to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver or make available to each
Underwriter, without charge, as many copies of each Preliminary Prospectus as such Underwriter reasonably requested, and the Company
hereby consents to the use of such copies for purposes permitted by the Securities Act. The Company will furnish to each Underwriter,
without charge, during the period when a prospectus relating to the Public Securities is (or, but for the exception afforded by
Rule 172, would be) required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished to the Underwriters
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.


 


(d)          Effectiveness
and Events Requiring Notice to the Representative. The Company shall use its commercially reasonable efforts to cause the Registration
Statement to remain effective with a current prospectus through and including the expiration date of the Warrants (or the date
all Warrants have been exercised or duly called, if earlier), and shall notify the Representative immediately and confirm the notice
in writing: (i) of the effectiveness of the Registration Statement and any amendment thereto; (ii) of the issuance by
the Commission of any stop order or of the initiation, or to the Company’s knowledge, the threatening, of any proceeding
for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification
of the Public Securities for offering or sale in any jurisdiction or of the initiation, or to the Company’s knowledge, the
threatening, of any proceeding for that purpose; (iv) of the mailing and delivery to the Commission for filing of any amendment
or supplement to the Prospectus; (v) of the receipt of any comments or request for any additional information from the Commission
related to the Prospectus; and (vi) of the happening of any event during the period described in this Section 3(d) that, in
the judgment of the Company, makes any statement of a material fact made in the Registration Statement, the Pricing Disclosure
Package or the Prospectus untrue or that requires the making of any changes in (a) the Registration Statement in order to make
the statements therein not misleading, or (b) in the Pricing Disclosure Package or the Prospectus in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. If the Commission or any state securities commission
shall enter a stop order or suspend such qualification at any time, the Company shall make every reasonable effort to obtain promptly
the lifting of such order.


 


(e)          Listing.
The Company shall use its commercially reasonable efforts to maintain the listing of the shares of Common Stock (including the
Shares) on the Exchange for until the earlier of five (5) years after the date of this Agreement or the date on which no Warrants
are outstanding.


 


(f)          Payment
of Expenses. The Company hereby agrees to pay on each of the Closing Date, all expenses incident to the performance of the
obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses
relating to the registration of the Units to be sold in the Offering with the Commission; (b) all actual Public Offering Filing
System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the
Common Stock on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of the Securities
under the “blue sky” securities laws of such states and other jurisdictions as Dawson may reasonably designate (including,
without limitation, all filing and registration fees, and the reasonable fees and disbursements of “blue sky” counsel,
which will be Dawson’s counsel it being agreed that such fees and expenses of Dawson’s counsel will be $20,000); (e)
all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the
securities laws of such foreign jurisdictions as the Representative may reasonably designate; (f) the costs of all mailing and
printing of the underwriting documents, Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto
and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing,
printing and delivering certificates representing the Public Securities and Representative’s Securities; (h) fees and expenses
of the transfer and warrant agent for the Shares and warrant agent for the Warrants; (i) stock transfer and/or stamp taxes, if
any, payable upon the transfer of securities from the Company to the Underwriters; (j) the fees and expenses of the Company’s
accountants; (k) the fees and expenses of the Company’s legal counsel and other agents and representatives; and (l) “road
show” expenses, diligence expenses and legal fees and expenses of the Underwriter’s legal counsel, in any case not
to exceed $25,000. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date,
the expenses set forth herein to be paid by the Company to the Underwriters, provided, however, that in the event that the Offering
is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 8(c) hereof.


 




     


     


    

 


(g)         Application
of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in a manner consistent with the
application thereof described under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure
Package and the Prospectus.


 


(h)         Rule
158. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available
to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the
benefits contemplated by, Rule 158(a) under Section 11(a) of the Securities Act.


 


(i)          Stabilization.
Neither the Company nor, to its knowledge, any of its employees, directors or stockholders (without the consent of the Representative)
has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected
to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Public Securities.


 


(j)          FINRA.
For a period of 90 days from the Closing Date, the Company shall advise the Representative (who shall make an appropriate filing
with FINRA) if it is or becomes aware that (i) any officer or director of the Company, (ii) any beneficial owner of 5% or more
of any class of the Company's securities or (iii) any beneficial owner of the Company's unregistered equity securities which were
acquired during the 180 days immediately preceding the filing of the Registration Statement is or becomes an affiliate or associated
person of a FINRA member participating in the Offering (as determined in accordance with the rules and regulations of FINRA).


 


(k)         No
Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the Company is solely
contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed to be acting in
a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection with the Offering
and the other transactions contemplated by this Agreement.


 


(l)          Blue
Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if necessary, to qualify
the Public Securities for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic
or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to complete the
distribution of the Public Securities; provided, however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so
qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.


 


(m)        Reporting
Requirements. The Company, during the period when a prospectus relating to the Public Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents required to be filed
with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and Exchange Act Regulations.


 


4.          Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for the Public Securities, as provided
herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company as of the date hereof
and as of each of the Closing Date; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions
hereof; (iii) the performance by the Company of its obligations hereunder; and (iv) the following conditions:


 


(a)          Regulatory
Matters.


 


(i)          Effectiveness
of Registration Statement; Rule 430A Information. The Registration Statement has become effective not later than 5:00 p.m.,
Eastern time, on the date of this Agreement or such later date and time as shall be consented to in writing by the Representative,
and, at each of the Closing Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective
amendment thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus
or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s
knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional
information. The Prospectus containing the Rule 430A Information shall have been filed with the Commission in the manner and within
the time frame required by Rule 424(b) (without reliance on Rule 424(b)(8)) or a post-effective amendment providing such information
shall have been filed with, and declared effective by, the Commission in accordance with the requirements of Rule 430A.


 




     


     


    

 


(ii)         FINRA
Clearance. On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount
of compensation allowable or payable to the Underwriters as described in the Registration Statement.


 


(iii)        Exchange
Stock Market Clearance. On the Closing Date, the additional listing application for the Common Stock included in the Units
and underlying the Warrants shall have been approved by the Exchange, subject only to official notice of issuance.


 


(b)          Company
Counsel Matters.


 


(i)          Closing
Date Opinion of Counsel. On the Closing Date, the Representative shall have received the favorable opinion of Haynes
and Boone, LLP, counsel to the Company, dated the Closing Date and addressed to the Representative, substantially in form
and substance reasonably satisfactory to the Representative.


 


(ii)         Reliance.
In In rendering such opinions, such counsel may rely: (i) as to matters involving the application of laws other than the laws of
the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper and to the extent specified
in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory to the Representative) of
other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii) as to matters of fact, to
the extent they deem proper, on certificates or other written statements of officers of the Company and officers of departments
of various jurisdictions having custody of documents respecting the corporate existence or good standing of the Company, provided
that copies of any such statements or certificates shall be delivered to Representative Counsel if requested.


 


(c)          Comfort
Letters.


 


(i)          Comfort
Letter. At the time this Agreement is executed Representative shall have received from the Auditors a cold comfort letter containing
statements and information of the type customarily included in accountants’ comfort letters with respect to the financial
statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
addressed to the Representative and in form and substance satisfactory in all respects to Representative and to the Auditors, dated
as of the date of this Agreement.


 


(ii)         Bring-down
Comfort Letter. At the Closing Date, the Representative shall have received from the Auditors a letter, dated as of the Closing
Date, as applicable, to the effect that such Auditor reaffirms the statements made in the letter furnished pursuant to Section
4(c)(i).


 


(d)         Officers’
Certificates.


 


(i)          Officers’
Certificate. The Company shall have furnished to the Representative a certificate, dated the Closing Date, of its Chief Executive
Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the
Pricing Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement
and each amendment thereto, as of the Applicable Time and as of the Closing Date, did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and the Pricing Disclosure Package, as of the Applicable Time and as of the Closing Date, any Issuer Free Writing Prospectus as
of its date and as of the Closing Date the Prospectus and each amendment or supplement thereto, as of the respective date thereof
and as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since
the effective date of the Registration Statement, no event has occurred which should have been set forth in a supplement or amendment
to the Registration Statement, the Pricing Disclosure Package or the Prospectus, (iii) to their knowledge after reasonable investigation,
as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company
has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included
in the Pricing Disclosure Package, any Material Adverse Change in the financial position or results of operations of the Company,
or any change or development that, singularly or in the aggregate, would involve a Material Adverse Change or a prospective Material
Adverse Change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of
the Company, except as set forth in the Prospectus.


 




     


     


    

 


(ii)         Secretary’s
Certificate. At each of the Closing Date, the Representative shall have received a certificate of the Company signed by the
Secretary of the Company, dated the Closing Date, certifying: (i) that each of the Charter and Bylaws is true and complete,
has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors
relating to the Offering are in full force and effect and have not been modified; (iii) the good standing of the Company and its
subsidiaries; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate
shall be attached to such certificate.


 


(e)          No
Material Changes. Prior to and on each of the Closing Date: (i) there shall have been no Material Adverse Change or development
involving a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise,
of the Company from the latest dates as of which such condition is set forth in the Registration Statement, the Pricing Disclosure
Package and the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened
against the Company or any Insider before or by any court or federal or state commission, board or other administrative agency
wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial
condition or income of the Company, except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus;
(iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated
or threatened by the Commission; and (iv) the Registration Statement, the Pricing Disclosure Package and the Prospectus and
any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the
Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Pricing Disclosure Package nor the
Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading.


 


(f)           Additional
Documents. At the Closing Date, Representative Counsel shall have been furnished with such documents and opinions as they may
require for the purpose of enabling Representative Counsel to deliver an opinion to the Underwriters, or in order to evidence the
accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Public Securities and the Representative’s Securities
as herein contemplated shall be satisfactory in form and substance to the Representative and Representative Counsel.


 


5.         Indemnification.


 


(a)          Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates and each person controlling
such Underwriter (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of
each Underwriter, its affiliates and each such controlling person (each Underwriter, and each such entity or person hereafter is
referred to as an “Indemnified Person”) from and against any losses, claims, damages, judgments, assessments,
costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each Indemnified Person for
all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons, except as otherwise expressly
provided in this Agreement) (collectively, the “Expenses”) and agrees to advance payment of such Expenses as
they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any Indemnified
Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained
in (i) the Registration Statement, the Pricing Disclosure Package, the Preliminary Prospectus, the Prospectus or in any Issuer
Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information provided
to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any “road
show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii) any application
or other document or written communication (in this Section 5, collectively called “application”) executed by the Company
or based upon written information furnished by the Company in any jurisdiction in order to qualify the Public Securities and Representative’s
Securities under the securities laws thereof or filed with the Commission, any state securities commission or agency, the Exchange
or any other national securities exchange; or the omission or alleged omission therefrom of a 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,
unless such statement or omission was made in reliance upon, and in conformity with, the Underwriters’ Information. The Company
also agrees to reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person's
enforcement of his or its rights under this Agreement. 


 




     


     


    

 


(b)          Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 5 or otherwise to such Indemnified Person, except to the extent the Company
is materially prejudiced as a proximate result of such failure. The Company shall have the right to assume the defense of any such
action (including the employment of counsel designated by the Company and reasonably satisfactory to the Representative). Any Indemnified
Person shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to
assume the defense and employ counsel satisfactory to the Representative for the benefit of the Underwriters and the other Indemnified
Persons or (ii) such Indemnified Person shall have been advised that in the opinion of counsel that there is an actual or potential
conflict of interest that prevents (or makes it imprudent for) the counsel engaged by the Company for the purpose of representing
the Indemnified Person, to represent both such Indemnified Person and any other person represented or proposed to be represented
by such counsel. The Company shall not be liable for the fees and expenses of more than one separate counsel (together with local
counsel), representing all Indemnified Persons who are parties to such action), which counsel (together with any local counsel)
for the Indemnified Persons shall be selected by the Representative. The Company shall not be liable for any settlement of any
action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not, without
the prior written consent of the Underwriters, settle, compromise or consent to the entry of any judgment in or otherwise seek
to terminate any pending or threatened action in respect of which advancement, reimbursement, indemnification or contribution may
be sought hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or
termination (i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities
arising out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement,
indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such
amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the
date of any invoice therefore).


 


(c)          Indemnification
of the Company. Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors,
its officers who signed the Registration Statement and persons who control the Company within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Pricing
Disclosure Package or Prospectus or any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Underwriters’
Information. In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary
Prospectus, the Registration Statement, the Pricing Disclosure Package or Prospectus or any amendment or supplement thereto, and
in respect of which indemnity may be sought against any Underwriter, such Underwriter shall have the rights and duties given to
the Company, and the Company and each other person so indemnified shall have the rights and duties given to the several Underwriters
by the provisions of Section 5(b). The Company agrees promptly to notify the Representative of the commencement of any litigation
or proceedings against the Company or any of its officers, directors or any person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the
Public Securities or in connection with the Registration Statement, the Pricing Disclosure Package, the Prospectus or any Issuer
Free Writing Prospectus; provided that failure by the Company so to notify the Representative shall not relieve any Underwriter
from any obligation or liability which such Underwriter may have on account of this Section 5 or otherwise to the Company, except
to the extent such Underwriter is materially prejudiced as a proximate result of such failure.


 


(d)          Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to an Indemnified Person, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Underwriters and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Underwriters and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of commissions actually received by the Underwriters pursuant to this Agreement. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or
the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above
in this subsection (d). For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Underwriters
on the other hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total
value received by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to
the Underwriters under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning
of Section 11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 




     


     


    

 


(e)          Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any
such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that Liabilities
(and related Expenses) of the Company have resulted exclusively from such Indemnified Person's gross negligence or willful misconduct
in connection with any such advice, actions, inactions or services.


 


(f)          Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 5 shall remain in full force and
effect regardless of any termination of, or the completion of any Indemnified Person's services under or in connection with, this
Agreement.


 


6.         Default
by an Underwriter.


 


(a)          Default
Not Exceeding 10% of Units. If any Underwriter or Underwriters shall default in its or their obligations to purchase the Units,
and if the number of the Units with respect to which such default relates does not exceed in the aggregate 10% of the number of
Units that all Underwriters have agreed to purchase hereunder, then such Units to which the default relates shall be purchased
by the non-defaulting Underwriters in proportion to their respective commitments hereunder.


 


(b)          Default
Exceeding 10% of Units. In the event that the default addressed in Section 6(a) relates to more than 10% of the Units, the
Representative may in its discretion arrange for itself or for another party or parties to purchase such Units to which such default
relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Units,
the Representative does not arrange for the purchase of such Units, then the Company shall be entitled to a further period of one
(1) Business Day within which to procure another party or parties satisfactory to the Representative to purchase said Units on
such terms. In the event that neither the Representative nor the Company arrange for the purchase of the Units to which a default
relates as provided in this Section 6, this Agreement will automatically be terminated by the Representative or the Company without
liability on the part of the Company (except as provided in Sections 3(h) and 5 hereof) or the several Underwriters (except as
provided in Section 5 hereof); and provided, further, that nothing herein shall relieve a defaulting Underwriter of its liability,
if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.


 


(c)          Postponement
of Closing Date. In the event that the Units to which the default relates are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone
the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes
may thereby be made necessary in the Registration Statement, the Pricing Disclosure Package or the Prospectus or in any other documents
and arrangements, and the Company agrees to file promptly any amendment to the Registration Statement, the Pricing Disclosure Package
or the Prospectus that in the opinion of counsel for the Underwriter may thereby be made necessary. The term “Underwriter”
as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been
a party to this Agreement with respect to such Securities.


 


7.          Other
Matters.


 


(a)          Tail
Financing. The Representative shall be entitled to the compensation set forth herein with respect to any public or private
offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the extent that
such Tail Financing is provided to the Company by any investors in this offering, if such Tail Financing is consummated at any
time within the 12-month period following the Closing Date.


 




     


     


    

 


(b)          Right
of First Refusal. During the period ending 18 months after the Closing Date, the Company grants the Representative the right
of first refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity,
equity-linked or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any
subsidiary of the Company; provided that the foregoing right of first refusal shall terminate prior to such 18-month period if
during such period the Company files a Form S-1 registration statement for a public offering in an amount of at least $12.0 million
(or such lesser amount as mutually agreed to by the parties) naming the Representative as underwriter or placement agent, and within
30 days of the Company clearing all SEC comments on such registration statement an offering for at least $12 million (or such lesser
amount as mutually agreed to by the parties) is not completed (assuming the prospectus included in such registration statement
is legally permitted to be utilized during such 30-day period). Notwithstanding the foregoing, in the event of a public or private
sale of securities during the foregoing 18-month period (other than a financing through a strategic corporate partnership) (unless
terminated earlier as described above), the Representative shall be entitled to receive as its compensation at least 50% of the
compensation payable to the underwriting or placement agent to extent one is engaged by the Company. During the 18-month period
described above, and without regard to whether the right of first refusal is terminated early, if the Company makes any equity,
equity-linked or debt offerings (excluding commercial bank debt or financings from a strategic corporate partner), the Representative
shall be permitted to participate at a 50% level as a placement agent or underwriter for such offering to the extent the Company
engages any placement agents or underwriters.


 


8.         Effective
Date of this Agreement and Termination Thereof.


 


(a)          Effective
Date. This Agreement shall become effective when both the Company and the Representative have executed the same and delivered
counterparts of such signatures to the other party.


 


(b)          Termination.
The Representative shall have the right to terminate this Agreement at any time prior to any Closing Date, (i) if any domestic
or international event or act or occurrence has materially disrupted, or in Representative’s opinion will in the immediate
future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York Stock Exchange
or the NASDAQ Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for trading shall
have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the Commission or
any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a new war
or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority;
or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States
securities markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake,
theft, sabotage or other calamity or malicious act which, whether or not such loss shall have been insured, will, in Representative
opinion, make it inadvisable to proceed with the delivery of the Units; or (vii) if the Company is in material breach of any
of its representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the
date hereof of such a Material Adverse Change in the conditions or prospects of the Company, or such adverse material change in
general market conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale
and/or delivery of the Public Securities or to enforce contracts made by the Underwriters for the sale of the Public Securities.
Section 5 of this Agreement shall survive any termination of this Agreement.


 


(c)          Expenses.
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters pursuant to Section
6(b) above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein
or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Underwriters their actual
and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable and upon demand the
Company shall pay the full amount thereof to the Representative on behalf of the Underwriters; provided, that the fees and expenses
of the Underwriter’s legal counsel shall not exceed $25,000; and provided, however, that such expense cap in no way limits
or impairs the indemnification and contribution provisions of this Agreement. Notwithstanding the foregoing, any advance received
by the Representative will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).


 


(d)          Indemnification.
Notwithstanding any contrary provision contained in this Agreement, any election hereunder or any termination of this Agreement,
and whether or not this Agreement is otherwise carried out, the provisions of Section 5 shall remain in full force and effect and
shall not be in any way affected by, such election or termination or failure to carry out the terms of this Agreement or any part
hereof.


 




     


     


    

 


(e)          Representations,
Warranties, Agreements to Survive. All representations, warranties and agreements contained in this Agreement or in certificates
of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of any Underwriter or its affiliates or selling agents, any person controlling any Underwriter,
its officers or directors or any person controlling the Company or (ii) delivery of and payment for the Public Securities.


 


9.         Miscellaneous.


 


(a)          Notices.
All communications hereunder, except as herein otherwise specifically provided, shall be in writing and shall be mailed (registered
or certified mail, return receipt requested), or personally delivered and shall be deemed given when so delivered or if mailed,
two (2) days after such mailing.


 


If to the Representative:


 


Dawson James Securities, Inc.


1 North Federal Highway, 5th Floor


Boca Raton, FL 33432

Attention: Robert D. Keyser, Jr.


 


If to the Company:


 


InspireMD, Inc.


800 Boylston Street,
Suite 16041


Boston, Massachusetts
02199


Attention: Chief Executive
Officer


 


(b)          Headings.
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the
meaning or interpretation of any of the terms or provisions of this Agreement.


 


(c)          Amendment.
This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


(d)          Entire
Agreement. This Agreement (together with the other agreements and documents being delivered pursuant to or in connection with
this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and thereof, and
supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.


 


(e)          Binding
Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative, the Underwriters,
each Indemnified Person referred to in Section 5, the Company and the controlling persons, directors and officers referred to in
Section 5 hereof, and their respective successors, legal representatives, heirs and assigns, and no other person shall have or
be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Agreement or any
provisions herein contained. The term “successors and assigns” shall not include a purchaser, in its capacity as such,
of securities from any of the Underwriters.


 


(f)          Governing
Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and enforced in accordance with
the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that
any action, proceeding or claim against it arising out of, or relating in any way to this Agreement shall be brought and enforced
in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York,
and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to
such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process or summons to be served upon
the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid,
addressed to it at the address set forth in Section 9(a) hereof. Such mailing shall be deemed personal service and shall be legal
and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing party(ies) in any such
action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating
to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the
extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out
of or relating to this Agreement or the transactions contemplated hereby.


 




     


     


    

 


(g)          Execution
in Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate
counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered
to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by email/pdf transmission shall constitute
valid and sufficient delivery thereof.


 


(h)          Waiver,
etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed
or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof
or the right of any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach,
non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument
executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach,
non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance
or non-fulfillment.


 


[Signature Page Follows]


  




     


     


    

 


[Signature
Page]


InspireMD,
Inc. – Underwriting Agreement





 


If the foregoing correctly sets forth the
understanding between the Underwriters and the Company, please so indicate in the space


 


	Very truly yours,
	 
	InspireMD, Inc.
	 	 
	By:	/s/ Craig Shore
	 	 
	 	Name:  Craig Shore
	 	 
	 	Title: Chief Financial Officer



 


	Confirmed as of the date first written above mentioned, on behalf of itself and as Representative of the several Underwriters named on Schedule 1 hereto:
	 
	Dawson James Securities, Inc.
	 	 
	By:	/s/ Robert D. Keyser, Jr.
	 	 
	 	Name: Robert D. Keyser, Jr.
	 	 
	 	Title:  Chief Executive Officer
	 	 
	 	On behalf of each of the Underwriters


   




     


     


    

 


SCHEDULE 1


 


	Underwriter	 	Total Number of Units to be Purchased	 
	 	 	 	 
	Dawson James Securities, Inc.	 	 	1,900,000	 
	 	 	 	 	 
	Total:	 	 	1,900,000	 






 




     


     


    

 


SCHEDULE 2-A


 


Pricing Information


 


Number of Units: 1,900,000


 


Number of Shares included in the Units: one (1) share


 


Number of Warrants included in the Units: one (1) Warrant


 


Shares underlying Warrant: one-half share of Common Stock per
Warrant


 


Public Offering Price per Unit: $0.59


 


Underwriting Discount per Unit: $0.0472 (8% per Unit)


 


Proceeds to Company per Unit (before expenses): $0.5428 


 




     


     


    

 


SCHEDULE I


 


Issuer Use Free Writing Prospectuses


 


None.