Exhibit 10.1


 





ACTINIUM PHARMACEUTICALS, INC.


 


Common Stock, par value $0.001 per share


 


Placement Agent Agreement 


 


June 4, 2015


 


Laidlaw & Company (UK) Ltd.,


As representative of the several Placement Agents


named hereto,


c/o Laidlaw & Company (UK) Ltd.

546 Fifth Avenue, 5th Floor

New York, New York 10036


 


Ladies and Gentlemen:


 


Actinium Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue
and sell to certain purchasers, pursuant to the terms of this Placement Agency Agreement (this “Agreement”) and the
Subscription Agreements in form attached hereto as Exhibit A (the “Subscription Agreement”) entered into with the purchasers
identified therein (each, a “Purchaser” and collectively, the “Purchasers”), One Million Nine Hundred Twenty-Three
and Seventy-Eight (1,923,078) shares (the “Securities”) of its common stock, par value $0.001 per share (the “Common
Stock”). The Company desires to engage Laidlaw & Company (UK) Ltd. as the exclusive placement agent (collectively, the
“Placement Agent”) and Laidlaw & Company (UK) Ltd. as the representative of the several Placement Agents (the “Representative”)
in connection with the offering, issuance and sale of the Securities.


 


1. The Company represents
and warrants to, and agrees with, the Placement Agent that:


 


(a) A registration statement
on Form S-3 (File No. 333-194768) (the “Initial Registration Statement”) in respect of the Securities has been
filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective
amendment thereto, each in the form heretofore delivered to you and, excluding exhibits to the Initial Registration Statement,
but including all documents incorporated by reference in the prospectus included therein, have been declared effective by the Commission
in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration
Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became
effective upon filing, no other document with respect to the Initial Registration Statement or document incorporated by reference
therein has heretofore been filed, or transmitted for filing, with the Commission and no stop order suspending the effectiveness
of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any,
has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by the Commission
(the base prospectus filed as part of the Initial Registration Statement, in the form in which it has most recently been filed
with the Commission on or prior to the date of this Agreement relating to the Securities, is hereinafter called the “Basic
Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed
with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various
parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto
and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule
430B under the Act to be part of the Initial Registration Statement, each as amended at the time such part of the Initial Registration
Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective,
are hereinafter collectively called the “Registration Statement”; the Basic Prospectus, as amended and supplemented
immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the “Pricing Prospectus”;
the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act, is
hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the
Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment
to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule
424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus or the Prospectus, as
the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual
report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement; and any “issuer free writing prospectus”
as defined in Rule 433 under the Act relating to the Securities is hereinafter called an “Issuer Free Writing Prospectus”;
and any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its
being so specified on Schedule II(a) hereto, is hereinafter called a “General Use Issuer Free Writing Prospectus”;


 






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(b) No order preventing
or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and
each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and
the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements
or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement Agent
through the Representative expressly for use therein, it being understood and agreed that the only such information provided by
the Placement Agent through the Representative is that identified as such in Section 9(b);


 


(c) For the purposes of
this Agreement, the “Applicable Time” means the time of execution of the Subscription Agreements by the parties thereto.
The Pricing Prospectus, as supplemented by the information listed in Schedule II(c) hereto and each General Use Issuer Free Writing
Prospectus, taken together (collectively, the “Pricing Disclosure Package”), including any prospectus wrapper attached
thereto, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in 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, the Pricing
Disclosure Package or the Prospectus and each such Issuer Free Writing Prospectus, as supplemented by and taken together with the
Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state
any 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 statements or omissions made in an
Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by the Placement
Agent through the Representative expressly for use therein, it being understood and agreed that the only such information provided
by the Placement Agent through the Representative is that identified as such in Section 9(b);


 






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(d) The documents incorporated
by reference in the Pricing Disclosure Package and the Prospectus, when they became effective or were filed with the Commission,
as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the
rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; any
further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when
such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to
the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and
will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement
Agent through the Representative expressly for use therein; and no such documents were filed with the Commission since the Commission’s
close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement,
except as set forth on Schedule II(b) hereto;


 


(e) The Registration Statement
conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform,
in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and
will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date
as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that
this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information
furnished in writing to the Company by the Placement Agent through the Representative expressly for use therein, it being understood
and agreed that the only such information provided by the Placement Agent through the Representative is that identified as such
in Section 9(b);


 


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


 






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(g) The financial statements
of the Company (including all notes and schedules thereto) included in the Registration Statement and the Pricing Disclosure Package
present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated,
and the balance sheet, statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries
for the periods specified and such financial statements and related schedules and notes thereto, and the unaudited financial information
filed with the Commission as part of the Registration Statement and the Pricing Disclosure Package, have been prepared in conformity
with generally accepted accounting principles, consistently applied throughout the periods involved. The summary and selected financial
data included in the Pricing Disclosure Package present fairly in all material respects the information shown therein as at the
respective dates and for the respective periods specified and have been presented on a basis consistent with the consolidated financial
statements set forth in the Pricing Disclosure Package and other financial information. No other financial statements or supporting
schedules are required by the Act and the rules and regulations of the Commission thereunder to be included in the Registration
Statement or the Pricing Disclosure Package. The other financial and related statistical information included in the Registration
Statement and the Pricing Disclosure Package presents fairly in all material respects the information included therein and has
been prepared on a basis consistent with that of the financial statements that are included in the Pricing Disclosure Package and
the books and records of the respective entities presented therein. All disclosures contained in the Registration Statement and
the Pricing Disclosure Package regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable.


 


(h) The statistical and
market-related data included in the Registration Statement, the Preliminary Prospectus and the Pricing Disclosure Package, are
based on or derived from sources that the Company believes to be reliable and accurate;


 


(i) The Company and each
of its subsidiaries has filed all material Federal, state, local and foreign tax returns which are required to be filed through
the date hereof, which returns are true and correct in all material respects or, has received timely extensions thereof, and has
paid all taxes which are required to be paid by them and any related or similar assessment, fine or penalty levied against any
of them to the extent that the same are material and have become due. There are no tax audits or investigations pending, which
if adversely determined would have a Material Adverse Effect (as hereinafter defined); nor are there any material proposed additional
tax assessments against the Company or any of its subsidiaries;


 


(j) Neither the Company
nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by
reference in the Pricing Disclosure Package any material loss or interference with its business, direct or contingent, including
from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental
action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package; and, since the respective
dates as of which information is given in the Registration Statement and the Pricing Disclosure Package, there has not been (i)
any change in the capital stock or long-term debt of the Company or any of its subsidiaries, taken as a whole (other than changes
pursuant to agreements or employee benefit plans or in connection with the exercise of options or warrants, in each case as described
or referred to in the Pricing Disclosure Package) or (ii) or any material adverse change, or any development involving a prospective
material adverse change, in or affecting the properties, business, management, prospects, operations, earnings, assets, liabilities
or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”);


 






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(k) The Company and its
subsidiaries have good and marketable title to all real property owned by them and have good title to all other material property
owned by them, in each case free and clear of all liens, encumbrances and defects except such as are described in the Pricing Disclosure
Package or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be
made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company
and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and
do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;


 


(l) Except as described
in the Pricing Disclosure Package or would not, individually or in the aggregate, result in a Material Adverse Effect, (i) neither
the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment
(including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including,
without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants,
wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively,
“Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company and its subsidiaries have
all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their
requirements, (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters,
claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the
Company or any of its subsidiaries and (iv) there are no events or circumstances that would reasonably be expected to form the
basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental agency or
body, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws;


 


(m) The Company (i) has
been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with
corporate power and corporate authority to own its properties and conduct its business as described in the Pricing Disclosure Package,
and (ii) has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws
of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification,
except in the case of clause (ii), where the failure to be so qualified or in good standing would not have a Material Adverse Effect;
and each subsidiary of the Company (x) has been duly incorporated or formed, as the case may be, and is validly existing as a corporation
or limited liability company, as applicable, in good standing under the laws of its jurisdiction of incorporation or formation,
with the company power and authority to own its properties and conduct its business as described in the Pricing Disclosure Package,
and (y) has been duly qualified as a foreign corporation or limited liability company for the transaction of business and is in
good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to
require such qualification, except in the case of clause (y), where the failure to be so qualified or in good standing would not
have a Material Adverse Effect;


 


(n) This Agreement and the
Subscription Agreements have been duly authorized, executed and delivered by the Company and constitute the valid and binding obligations
of the Company enforceable in accordance with their respective terms. All corporate action required to be taken for the authorization,
issuance and sale of the Securities has been duly and validly taken;


 






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(o) The Company has an authorized
capitalization as set forth in the Pricing Disclosure Package under the captions “Capitalization” and “Description
of Capital Stock” and all of the issued shares of capital stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable and conform to the description of the Common Stock contained in the Pricing Disclosure Package
and Prospectus and all of the issued shares of capital stock of each subsidiary of the Company have been duly authorized and validly
issued, are fully paid and non-assessable and (except for directors’ qualifying shares) are owned directly or indirectly
by the Company, free and clear of all liens, encumbrances, equities or claims and there are no options, warrants or rights to acquire
shares of capital stock of any subsidiary of the Company; with respect to stock options (the “Stock Options”) granted
pursuant to the stock-based compensation plans of the Company (the “Company Stock Plans”), (i) each Stock Option
intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code so qualifies,
(ii) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by
its terms to be effective (the “Grant Date”) by all necessary corporate action, including, as applicable, approval
by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder
approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed
and delivered by each party thereto, (iii) each such grant was made in accordance with the terms of the Company Stock Plans,
(iv) the per share exercise price of each Stock Option was equal to the fair market value of a share of Common Stock, as determined
in good faith by the Board of Directors on the effective Grant Date and (v) each such grant was properly accounted for in
accordance with U.S. GAAP;


 


(p) The Securities to be
issued and sold by the Company to the Purchasers pursuant to the Subscription Agreements have been duly authorized and, when issued
and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and
will conform to the description of the Securities contained in the Registration Statement, the Pricing Disclosure Package and the
Prospectus; and the issuance of the Securities is not subject to any preemptive or similar rights that have not been waived or
complied with;


 


(q) The issue and sale of
the Securities and the compliance by the Company with its obligations under this Agreement, the Subscription Agreements and the
consummation of the transactions herein contemplated (A) will not conflict with or result in a material breach or violation
of any of the terms or provisions of, or constitute a material default under, any indenture, mortgage, deed of trust, loan agreement,
lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any
of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) will
not violate any of the provisions of the Certificate of Incorporation or Bylaws of the Company, or the organizational documents
of any subsidiary, or (C) will not violate any statute or any order, rule or regulation of any court or governmental agency
or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, and (D) will not require
any consent, approval, authorization, order, registration or qualification of or with any court, governmental agency or body or
third party, except for (x) such consents, approvals, authorizations, orders, registrations or qualifications that have been obtained
or made and are in full force and effect, and (y) such consents, approvals, authorizations, orders, registrations or qualifications
as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities;


 






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(r) Neither the Company
nor any of its subsidiaries is (A) in violation of its Certificate of Incorporation, Bylaws or other organizational documents
or (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of
its properties may be bound, except in the case of clause (B), to the extent that such default would not have a Material Adverse
Effect;


 


(s) The statements set forth
in the Pricing Disclosure Package and Prospectus under the caption “Description of Capital Stock,” insofar as they
purport to constitute a summary of the terms of the Stock, under the caption “Plan of Distribution,” insofar as they
purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects;


 


(t) Other than as set forth
in the Pricing Disclosure Package, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries
or, to the knowledge of the Company, any officer or director of the Company is a party or of which any property or assets of the
Company or any of its subsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries or any
officer or director, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to the
Company’s knowledge, no such proceedings are threatened by governmental authorities or threatened by others;


 


(u) The Company is not and,
after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will not be an “investment
company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);


 


(v) At the earliest time
after the filing of the Initial Registration Statement that the Company or another offering participant made a bona fide offer
(within the meaning of Rule 164(h)(2) under the Act) of the Securities and at the date of this Agreement, the Company was not and
is not, as of the date hereof, an “ineligible issuer,” as defined in Rule 405 under the Act;


 


(w) GBH CPAs, PC, who have
audited certain financial statements of the Company and its subsidiaries is an independent registered public accounting firm with
respect to the Company as required by the Act and the rules and regulations of the Commission thereunder and the Public Company
Accounting Oversight Board (United States) and except as disclosed in the Pricing Disclosure Package and the Prospectus and as
pre-approved in accordance with the requirements set forth in Section 10A of the Exchange Act, GBH CPAs, PC has not been engaged
by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act);


 


(x)
The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions
are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary
to permit preparation of financial statements in conformity with U.S GAAP and to maintain accountability for assets; (C) access
to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability
for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses
in its internal control over financial reporting. The Company is in compliance with all applicable provisions of the Sarbanes-Oxley
Act of 2002 (“Sarbanes-Oxley”) and all applicable rules and regulations promulgated thereunder or implementing the
provisions thereof that are presently in effect and is actively taking steps to ensure that it will be in compliance with other
applicable provisions of Sarbanes-Oxley not currently in effect upon it and at all times after the effectiveness of such provisions;



 






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(y) The Company’s
board of directors meets the independence requirements of, has established an audit committee that meets the independence requirements
of, the rules and regulations of the Commission and of the NYSE MKT Company Guide and the Company is in compliance with all other
applicable corporate governance requirements set forth in the NYSE MKT Company Guide that are then in effect and is actively taking
steps to ensure that it will be in compliance with other applicable corporate governance requirements set forth in the NYSE MKT
Company Guide not currently in effect upon and all times after the effectiveness of such requirements;


 


(z) Since the date of the
latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, there has been no
change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting;


 


(aa) The Company maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements
of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to
the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer
by others within those entities; and such disclosure controls and procedures are effective;


 


(bb) Except for the registration
of the Securities under the Act and such consents, approvals, authorizations, registrations or qualifications as may be required
under the Exchange Act and applicable state or foreign securities laws, the Financial Industry Regulatory Authority (“FINRA”)
and NYSE MKT LLC (the “NYSE MKT”) in connection with the issuance and sale of the Securities by the Company, no consent,
approval, authorization or order of, or filing, qualification or registration with, any court or governmental agency or body, foreign
or domestic, which has not been made, obtained or taken and is not in full force and effect, is required for the execution, delivery
and performance of this Agreement andthe Subscription Agreements by the Company, the offer or sale of the Securities or the consummation
of the transactions contemplated hereby;


 


(cc) The Company and its
subsidiaries own or possess, or can reasonably promptly acquire on commercially reasonable terms, adequate rights to use all material
patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures), trademarks, service marks, trade names and other intellectual
property rights, moral rights and other rights necessary for the conduct of the business now operated by them. To the Company’s
knowledge, the Company’s business as now conducted and as proposed to be conducted does not and will not infringe, misappropriate
or otherwise violate or conflict with any valid patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses
or other Intellectual Property or franchise right of any person or entity. No claim has been made against the Company alleging
the infringement, misappropriation or other violation by the Company of any patent, trademark, service mark, trade name, copyright,
trade secret, license or other Intellectual Property or franchise right of any person or entity. The Company has taken all reasonable
steps to protect, maintain and safeguard its rights in all intellectual property, including the execution of appropriate nondisclosure
and confidentiality agreements. To the Company’s knowledge, all intellectual property owned by the Company is valid and enforceable.
The consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of
any additional amounts with respect to, nor require the consent of any other person or entity in respect of, the Company’s
right to own, use, or hold for use any of the intellectual property as owned, used or held for use in the conduct of its business
as currently conducted. Neither the Company nor any of its subsidiaries has received (or reasonably expects to receive) any notice
of infringement of or conflict with rights of others with respect to any of the foregoing or otherwise which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse
Effect;


 






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(dd) There are no off-balance
sheet arrangements (as defined in Regulation S-K Item 303(a)(4)(ii)) 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
or capital resources;


 


(ee) The Company and each
of its subsidiaries have complied, and are presently in compliance, in all material respects, with its privacy and security policies,
and with all obligations, laws and regulations regarding the collection, use, transfer, storage, protection, disposal and/or disclosure
of personally identifiable information and/or any other information collected from or provided by third parties. The Company and
its subsidiaries have taken commercially reasonable steps to protect the information technology systems and data used in connection
with the operation of the Company and/or its subsidiaries. The Company and its subsidiaries have used reasonable efforts to establish,
and have established, commercially reasonable disaster recovery and security plans, procedures and facilities for the business,
including, without limitation, for the information technology systems and data held or used by or for the Company and/or any of
its subsidiaries. Except as set forth in the Pricing Disclosure Package and the Prospectus, there has been no security breach or
attack or other compromise of or relating to any such information technology system or data which would reasonably be expected
to have a Material Adverse Effect;


 


(ff) The Company and each
of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as are, in the Company’s reasonable judgment, prudent and customary in the businesses in which they are engaged; neither
the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company
nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at
a cost that would not have a Material Adverse Effect.


 


(gg) There are no contracts
or other documents which are required by the Act and the rules and regulations of the Commission thereunder to be described in
the Registration Statement, the Pricing Disclosure Package or the Prospectus or to be filed as an exhibit to the Registration Statement
which have not been described or filed as required;


 


(hh) Except as disclosed
in the Pricing Disclosure Package, there are no related party transactions that would be required to be disclosed therein by Item 404
of Regulation S-K promulgated under the Act and any such related party transactions described therein are accurately described
in all material respects;


 


(ii) Neither the Company
nor any of its subsidiaries maintains or contributes to, or otherwise has any current or contingent liability with respect to,
an employee benefit plan that is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended, including
the regulations and published interpretations thereunder (“ERISA”), or Section 412 of the Internal Revenue Code
of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”); the Company and
its subsidiaries are in compliance in all material respects with the provisions of ERISA and the Code applicable to employee benefit
plans maintained or contributed to by the Company and its subsidiaries; no non-exempt prohibited transaction has occurred, within
the meaning of Section 406 of ERISA or Section 4975 of the Code, for which the Company or any of its subsidiaries would
have any material liability;


 






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(jj) The operations of the
Company and its subsidiaries are and have been conducted at all times in material compliance with ERISA, 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 to which the Company or any of its subsidiaries is a party with respect to the Employee
Benefit Laws is pending or, to the knowledge of the Company, threatened;


 


(kk) Except as disclosed
in the Pricing Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between the Company
or its subsidiaries and any person that would give rise to a valid claim against the Company or the Placement Agent for a brokerage
commission, finder’s fee or other like payment in connection with this offering;


 


(ll) The holders of outstanding
shares of the Company’s capital stock are not entitled to preemptive or other rights to subscribe for the Shares that have
not been complied with or otherwise effectively waived; none of the outstanding shares of Stock were issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company; there
are no persons with registration or other similar rights to have securities of the Company registered under the Act other than
as disclosed in the Pricing Disclosure Package; and there are no Persons with registration or similar rights that would require
any securities of the Company to be included in the Registration Statement or in the offering contemplated hereby; there are no
authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity
or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries
other than those described in the Pricing Disclosure Package; and the description of the Company’s stock option, stock bonus
and other stock plans or arrangements, and the options or other rights granted thereunder, included in the Pricing Disclosure Package
fairly presents in all material respects the information required by the Act and the rules and regulations of the Commission thereunder
to be shown with respect to such plans, arrangements, options and rights;


 


(mm) None of the Company,
its subsidiaries or, to the Company’s knowledge, any of their respective affiliates does business with any court, administrative
agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign, any
subdivision thereof, or with any individual, corporation, firm, partnership, joint venture, limited liability company, estate,
trust, business association, organization or other entity located in any country that is the subject of the economic sanctions
or programs of the United States as administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to its subsidiaries or any joint venture partner or other person or entity, in a manner that violates any U.S. sanctions
administered by OFAC;


 


(nn) The operations of the
Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and
reporting requirements of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the Company and the Subsidiaries conduct
business, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued,
administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of
its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;


 






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(oo) Neither the Company
nor any of its subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company
or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such
Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”),
including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance
of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or
any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and
the Company, its subsidiaries and its affiliates have conducted their businesses in compliance with the FCPA and have instituted
and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance
therewith;


 


(pp) The
Company and each of its subsidiaries and, to the Company’s knowledge, its directors, officers, employees, and agents (while
acting in such capacity) are, and at all times since January 1, 2011 have been, in material compliance with all applicable laws,
including, without limitation, all healthcare laws applicable to the Company and each of its subsidiaries or any of its products
or activities, including, but not limited to, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the civil False
Claims Act (31 U.S.C. §§ 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), the federal Physician
Payment Sunshine Act (42 U.S.C. Section 1320a-7h), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), all criminal laws
relating to healthcare fraud and abuse, including but not limited to 18 U.S.C. Sections 286 and 287, the healthcare fraud criminal
provisions under the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.)(“HIPAA”),
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq,
the exclusion laws (42 U.S.C. § 1320a-7), the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act, Medicare
(Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act), the regulations promulgated pursuant
to such laws, and any other similar state or federal law or regulation (collectively, “Healthcare Laws”), and have
not engaged in activities which are, as applicable, prohibited or cause for false claims liability, civil penalties, or mandatory
or permissive exclusion from Medicare, Medicaid or any other state or federal health care program; the Company has not received
any notification, correspondence or any other written or oral communication, including notification of any pending or threatened
claim, suit, proceeding, hearing, enforcement, investigation, arbitration or other action (“Action”) from any governmental
authority, including, without limitation, the United States Food and Drug Administration (“FDA”), the Nuclear Regulatory
Commission, the Centers for Medicare & Medicaid Services, the Office for Civil Rights, the U.S. Department of Justice,
or the U.S. Department of Health and Human Services Office of Inspector General (each, a “Governmental Authority”),
of potential or actual non-compliance by, or liability of, the Company or any of its subsidiaries under any applicable laws including
Health Care Laws; to the Company’s knowledge, there are no facts or circumstances that would reasonably be expected to give
rise to liability of the Company or any of its subsidiaries under any applicable laws, including Healthcare Laws;


 






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(qq) The
Company and, as applicable, each of its subsidiaries holds all material, and is operating in material compliance with, all certificates,
registrations, franchises, licenses, permits, clearances, exemptions, approvals, and other authorizations issued by all applicable
authorities, including state, federal or foreign regulatory agencies or bodies required for the conduct of its business as currently
conducted (collectively, “Permits”), and all such Permits are in full force and effect; the Company and each of its
subsidiaries have fulfilled and performed all of their material obligations with respect to the Permits, and, to the Company’s
knowledge, no event has occurred which allows, or after notice or lapse of time would allow, revocation or termination thereof
or results in any other material impairment of the rights of the holder of any Permit; to the Company’s knowledge, all applications,
notifications, submissions, information, claims, reports and statistics, and other data and conclusions derived therefrom, utilized
as the basis for any and all requests for a Permit from any Governmental Authority relating to the Company and its subsidiaries,
their business and the products of the Company, when submitted to such Governmental Authority, were true, complete and correct
in all material respects as of the date of submission and any necessary or required updates, changes, corrections or modification
to such applications, submissions, information and data have been submitted to such Governmental Authority;


 


(rr) The clinical and pre-clinical
studies and tests conducted by or on behalf of or sponsored by the Company or any of its subsidiaries, were, and if still pending,
are, being conducted in all material respects in accordance with all applicable Healthcare Laws, including, but not limited to,
the Federal Food, Drug and Cosmetic Act and its applicable implementing regulations at 21 C.F.R. Parts 50, 54, 56, 58, and 312;
any descriptions of clinical, pre-clinical and other studies and tests, including any related results and regulatory status, contained
in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus are accurate and complete in all material
respects; except as disclosed in the Pricing Disclosure Package, there are no studies, tests or trials the result of which reasonably
call into question in any material respect the clinical trial results described or referred to in the Pricing Disclosure Package
or the Prospectus; neither the FDA nor any applicable foreign regulatory agency has commenced, or, to the Company’s knowledge,
threatened to initiate, any action to place a clinical hold order on, or otherwise terminate, delay or suspend, any proposed or
ongoing clinical investigation conducted or proposed to be conducted by or on behalf of the Company or any of its subsidiaries;


 


(ss) The Company, or any
of its subsidiaries, is not a party to or has any ongoing reporting obligations pursuant to any corporate integrity agreements,
monitoring agreements, deferred prosecution agreements, consent decrees, settlement orders, or similar agreements with or imposed
by any governmental authority;


 


(tt) Neither the Company
nor any of its directors, officers, employees, or, to the Company’s knowledge, agents, is debarred, suspended or excluded,
or has been convicted of any crime or engaged in any conduct that could result in a debarment, suspension or exclusion, from any
federal or state government health care program under 21 U.S.C. § 335a or any similar state law, rule or regulation; as of
the effective date of the Registration Statement, no claims, actions, proceedings or investigations that would reasonably be expected
to result in such a debarment, suspension or exclusion are pending or, to the Company’s knowledge, threatened against the
Company or any of its subsidiaries, or the directors, officers, employees or agents of the Company or any of its subsidiaries;


 






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(uu) Except as disclosed
in the Pricing Disclosure Package and the Prospectus or as would not reasonably be expected to have a Material Adverse Effect,
since January 1, 2011, the Company and its subsidiaries have not received any FDA Form 483 or other governmental authority notice
of inspectional observations, “warning letters,” “untitled letters,” or similar correspondence or notice
from the FDA or other governmental authority alleging or asserting material noncompliance with any applicable laws including Healthcare
Laws. To the Company’s knowledge, neither the FDA nor any other governmental authority is considering such action; and


 


(vv)
the conditions for use of Form S-3 set forth in the General Instructions thereto have been satisfied;


 


(ww) except
as disclosed in the Pricing Disclosure Package and the Prospectus, there are no contracts, agreements or understandings between
the Company and any person granting such person the right to require the Company to file a registration statement under the Act
with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities
in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration
statement filed by the Company under the Act;


 


(xx) 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 Securities to be integrated
with prior offerings by the Company for purposes of the Act which would require the registration of any such securities under the
Act;


 


(yy) No forward-looking
statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) contained in either the Pricing Disclosure
Package or the Prospectus has been made or reaffirmed without a reasonable belief or has been disclosed other than in good faith;


 


(zz) Except for Mr. Sandesh
Seth, the Company’s executive chairman, neither the Company nor any of its affiliates (within the meaning of FINRA’s
Conduct Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated
person (within the meaning of Article I, Section 1(rr) of the By-laws of FINRA) of, any member firm of FINRA;


 


(aaa) The Company has not
taken, directly or indirectly, any action that is designed to or that has constituted or that would reasonably be expected to cause
or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Securities;


 


(bbb) Except as set forth
in the Pricing Disclosure Package and the Prospectus, there is no legal or governmental action, suit, claim or proceeding pending
to which the Company is a party or of which any property or assets of the Company is the subject which is required to be described
in the Registration Statement, the Pricing Disclosure Package or the Prospectus or a document incorporated by reference therein
and is not described therein, or which, singularly or in the aggregate, if determined adversely to the Company, could have a Material
Adverse Effect or prevent the consummation of the transactions contemplated hereby; and to the best of the Company’s knowledge,
no such proceedings are threatened or contemplated by governmental authorities or threatened by others;


 






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(ccc) The interactive data
in eXtensible Business Reporting Language included as an exhibit to any document incorporated by reference into the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s
rules and guidelines applicable thereto;


 


(ddd) The Company does not
own any “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 the sale of the Securities 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 Securities
to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.


 


2.
Agreement to Act as Placement Agent.


 


(a)              
On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company
engages the Placement Agent, on a commercially reasonable efforts basis, to act as its exclusive placement agent and the Representative,
as the representative of the Placement Agent in connection with the offer and sale, by the Company, of the Securities to the Purchasers.
The Securities are being sold to the Purchasers pursuant to the Subscription Agreements on the terms described on Schedule I hereto.
The Placement Agents may retain other brokers or dealers to act as sub-agents on their respective behalf in connection with the
offering and sale of the Securities. Until the earlier of the Closing Date (as defined in Section 4 hereof) or the termination
of this Agreement, the Company shall not, without the prior consent of the Representative on behalf of the Placement Agent, solicit
or accept offers to purchase the Securities otherwise than through the Placement Agent.


 


(b)              
The Company expressly acknowledges and agrees that the Placement Agent’s obligations hereunder are on a commercially reasonable
efforts basis, and this Agreement shall not give rise to any commitment by the Placement Agent or any of their affiliates to underwrite
or purchase any of the Securities or otherwise provide any financing. No Placement Agent shall have authority to bind the Company
in respect of the sale of any Securities. The sale of the Securities shall be made pursuant to the Subscription Agreements.


 


(c)              
The Placement Agent shall make commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser
whose offer to purchase Securities has been solicited by such Placement Agent and accepted by the Company, but the Placement Agent
shall not, except as otherwise provided in this Agreement, be obligated to disclose the identity of any potential Purchaser or
have any liability to the Company in the event any such purchase is not consummated for any reason. Under no circumstances will
the Placement Agent be obligated to purchase any Securities for its own account and, in soliciting purchases of Securities, the
Placement Agent shall act solely as the Company’s agent and not as a principal. Notwithstanding the foregoing and except
as otherwise provided in Section 2(d), it is understood and agreed that the Placement Agent (or its affiliates) may, solely at
its discretion and without any obligation to do so, purchase Securities as a principal; provided, however, that any such purchases
by such Placement Agent (or its affiliates) shall be fully disclosed to the Company (including the identity of such Investors)
and approved by the Company in accordance with Section 2(d).


 


(d)              
Subject to the provisions of this Section 2, offers for the purchase of Securities may be solicited by the Placement Agent as agent
for the Company at such times and in such amounts as such Placement Agent deems advisable. The Placement Agent shall communicate
to the Company, orally or in writing, each reasonable offer to purchase Securities received by it as agent of the Company. The
Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part. The
Placement Agent shall have the right, in its discretion, subject to providing prior notice to the Company, to reject any offer
to purchase Securities received by it, in whole or in part, and any such rejection shall not be deemed a breach of its agreement
contained herein.


 






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(e)               
As compensation for services rendered, on the Closing Date, the Company shall pay to the Placement Agent by wire transfer of immediately
available funds to an account or accounts designated by the Placement Agent, an aggregate amount based on a certain percentage
of the gross proceeds received by the Company from the sale of Securities on the Closing Date as set forth on Schedule I hereto.
Additionally, the Company shall pay to the Representative, by deduction from the net proceeds of the offering contemplated herein,
a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company from the sale of the
Securities. (collectively, the “Agency Fee”). The Placement Agent agrees that the foregoing compensation, together
with any expense reimbursement payable in accordance with Section 7 hereunder, constitutes all of the compensation that the Placement
Agent shall be entitled to receive in connection with the offering contemplated hereby; such compensation shall supersede, in all
respects, any and all prior agreements or understandings relating to compensation to be received by such Placement Agent from the
Company in connection with the offering contemplated hereby. No Securities which the Company has agreed to sell pursuant to this
Agreement shall be deemed to have been purchased and paid for, or sold by the Company, until such Securities shall have been delivered
to the Purchaser thereof against payment by such Purchaser. If the Company shall default in its obligations to deliver Securities
to a Purchaser whose offer it has accepted and from whom subscription proceeds have been received, the Company shall indemnify
and hold the Placement Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company.


 


3. [INTENTIONALLY OMITTED].


 


4. Payment and Delivery.
Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of certificates for, the Securities
shall be made at the offices of Sichenzia Ross Friedman Ference LLP (or at such other place as shall be agreed upon by the parties),
at 10:00 A.M., New York City time, on June 9, 2015 (unless another time shall be agreed to by the parties, such time herein referred
to as the “Closing Date”). Subject to the terms and conditions hereof, payment of the purchase price for the
Securities shall be made to the Company in the manner set forth below by Federal Funds wire transfer, against delivery of certificates
for the Securities to such persons, and shall be registered in such name or names and shall be in such denominations, as the Representative
may request at least one business day before the Closing Date. Payment of the purchase price for the Securities to be purchased
by the Purchasers shall be made by such Purchasers directly to Company in accordance herewith. Subject to the terms and conditions
hereof and of the Subscription Agreements, the Purchasers shall, on the Closing Date, deliver to the Company, by Federal Funds
wire transfer, the aggregate purchase price for the Securities. Within one (1) business day o the Closing Date, the Company shall
deliver to the Placement Agent, by Federal Funds wire transfer, an amount equal to the sum of the aggregate Agency Fee payable
to the Placement Agent and the Representative’s bona fide estimate of the amount, if any, of expenses for which the Placement
Agent are entitled to reimbursement pursuant hereto. At least one day prior to the Closing Date, the Representative shall submit
to the Company the Placement Agent’s expense reimbursement invoices and the Company shall make the necessary reconciling
payment on the Closing Date. Electronic transfer of the Securities shall be made on the Closing Date in such names and in such
denominations as the Representative shall specify.


 






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5. The Company agrees with
the Placement Agent:


 


(a) To prepare the Prospectus
in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s
close of business on the second business day following the execution and delivery of this Agreement or such earlier time as may
be required under the Act; to make no further amendment or any supplement to the Registration Statement, the Basic Prospectus or
the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to
advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed
or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to
file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act,
within the time required by such rule; to file promptly all reports and any definitive proxy or information statements required
to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule
173(a) under the Act) is required in connection with the offering or sale of the Securities; to advise you, promptly after it receives
notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary
Prospectus or other prospectus in respect of the Securities, of the suspension of the qualification of the Securities for offering
or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the
Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and,
in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or
other prospectus or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of
such order;


 


(b) Promptly from time to
time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws
of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein
in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection
therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process
in any jurisdiction or subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation on the date
hereof;


 


(c) Prior to 10:00 a.m.,
New York City time, on the New York Business Day next succeeding the date of this Agreement and from time to time, to furnish the
Placement Agent with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably
request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required
at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or
sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary
during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference
in the Prospectus in order to comply with the Act or the Exchange Act, to notify you and upon your request to file such document
and to prepare and furnish without charge to the Placement Agent and to any dealer in securities as many written and electronic
copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct
such statement or omission or effect such compliance; and in case the Placement Agent is required to deliver a prospectus (or in
lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time
nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Placement Agent, to
prepare and deliver to such Placement Agent as many written and electronic copies as you may request of an amended or supplemented
Prospectus complying with Section 10(a)(3) of the Act;


 






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(d) To make generally available
to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration
Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not
be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including,
at the option of the Company, Rule 158);


 


(e) Neither the Company
nor, to the Company’s knowledge, any of the Company’s officers, directors or affiliates has taken or will take, directly
or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused
or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the
price of any security of the Company;


 


(f) If the Company elects
to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule
462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either
pay the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of
such fee pursuant to Rule 111(b) under the Act;


 


(g) To use the net proceeds
received by it from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Prospectus under
the caption “Use of Proceeds”;


 


(h) To use its reasonable
best efforts to list, subject to notice of issuance, the Securities on the NYSE MKT;


 


(i) Upon request of the
Placement Agent, to furnish, or cause to be furnished, to such Placement Agent an electronic version of the Company’s trademarks,
servicemarks and corporate logo for use on the website, if any, operated by such Placement Agent for the purpose of facilitating
the on-line offering of the Securities (the “License”); provided, however, that the License shall be used solely
for the purpose described above, is granted without any fee and may not be assigned or transferred.


 






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(j)
During the period beginning from the date hereof and continuing to and including the date 60 days after the date of the Prospectus
(the “Lock-Up Period”), no officer or director as set forth on Schedule III of the Company will, directly or indirectly,
take any of the following actions with respect to the Common Stock personally owned by such officer or director or any securities
convertible into or exchangeable or exercisable for any shares of Common Stock personally owned by such officer or director: (i) offer,
sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly
or indirectly, or file with the Commission a registration statement under the Act relating to, any securities of the Company that
are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common
Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock, or
any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing,
(ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership
of the Common Stock, or any such other securities, whether any such transaction described in clause (i) or (ii) above
is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, without the prior written consent
of the Representative, other than (A) the Securities to be sold to the Placement Agent hereunder, (B) the issuance of
options, restricted stock units, restricted stock or other equity awards to acquire shares of Common Stock granted pursuant to
the Company’s equity incentive plans that are described in the Prospectus, as such plans may be amended or (iii) engage in
any short selling of the Common Stock; provided, however, that if (1) during the last 17 days of the initial Lock-Up Period,
the Company releases earnings results or announces material news or a material event or (2) prior to the expiration of the
initial Lock-Up Period, the Company announces that it will release earnings results during the 15-day period following the last
day of the initial Lock-Up Period, then in each case the Lock-Up Period will be automatically extended until the expiration of
the 18-day period beginning on the date of release of the earnings results or the announcement of the material news or material
event, as applicable, unless the Representative, waives, in writing, such extension, except that such extension will not apply
if the provisions of FINRA Conduct Rule 2711(f)(4) do not restrict the publishing or distribution of any research reports
relating to the Company published or distributed by the Placement Agent during the 15 days before or after the last day of the
Lock-Up Period (before giving effect to such extension); the Company will provide the Representative and each stockholder subject
to the Lock-Up Period pursuant to the lockup letters described in Section 8(n) with prior notice of any such announcement
that gives rise to an extension of the Lock-Up Period.


 


6.(a) The Company represents
and agrees that, without the prior consent of the Representative, it has not made and will not make any offer relating to the Securities
that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, other than any such free writing
prospectus the use of which has been consented to by the Representative and which is listed on Schedule II(a) hereto; the Placement
Agent represents and agrees that, without the prior consent of the Company and the Representative, it has not made and will not
make any offer relating to the Securities that would constitute a free writing prospectus, other than any such free writing prospectus
the use of which has been consented to by the Company and the Representative is listed on Schedule II(a) hereto;


 


(b) The Company has complied
and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely
filing with the Commission or retention where required and legending; and


 


(c) The Company agrees that
if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer
Free Writing Prospectus would conflict with the information in the Registration Statement, the Pricing Disclosure Package or the
Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make
the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice
thereof to the Representative and, if requested by the Representative, will prepare and furnish without charge to the Placement
Agent an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however,
that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made
in reliance upon and in conformity with information furnished in writing to the Company by an Placement Agent through the Representative
expressly for use therein, it being understood and agreed that the only such information provided by the Placement Agent through
the Representative is that identified as such in Section 9(b).


 






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7. The Company covenants
and agrees with the Placement Agent that the Company will pay or cause to be paid the following: (i) the fees, disbursements
and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act
and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, the
Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivering of copies thereof to the Placement Agent and dealers; (ii) the cost of printing or
producing any Agreement among the Placement Agent, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations
thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all necessary
issue, transfer and other stamp taxes in connection with the issuable and sale of the Securities to the Placement Agent; (iv) all
expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in
Section 5(c) hereof, including the fees and disbursements of counsel for the Representative in connection with such qualification
and in connection with the Blue Sky survey (v) all fees and expenses in connection with listing the Securities on NYSE MKT;
(vi) if applicable, the filing fees incident to, and the fees and disbursements of counsel for the Representative in connection
with, any required review by FINRA of the terms of the sale of the Securities; (vii) if applicable, the costs incidental to
the issuance of the Securities, including the costs of preparation, printing and distribution of one or more versions of the Preliminary
Prospectus and the Prospectus for distribution in Canada, in the form of a Canadian “wrapper” (including related fees
and disbursements of Canadian counsel to the Representative, which disbursement shall not exceed $10,000); (viii) the cost of preparing
stock certificates, if applicable; (ix) the cost and charges of any transfer agent or registrar; (x) the costs and expenses
of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of
the Securities, including without limitation, expenses associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives
and officers of the Company and any such consultants; (xi) the actual out-of-pocket expenses of the Representative (including
the reasonable fees and expenses of their counsel and any other independent experts retained by the Placement Agent) reasonably
incurred in connection with the transactions contemplated hereby in an aggregate amount not to exceed $60,000); 
and (xii) all other costs, expenses and taxes incident to the performance of its obligations hereunder which are not
otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section 7, and
Sections 9 and 12 hereof, the Placement Agent will pay all of their own costs and expenses, including the fees of their counsel,
transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.


 


8. The obligations of the
Placement Agent hereunder, as to the Securities to be delivered at by the Company on the Closing Date, shall be subject, in their
discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as
of such Closing Date, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore
to be performed, and the following additional conditions:


 


(a) The Prospectus shall
have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such
filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be
filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time
period prescribed for such filings by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b)
Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop
order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for
that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus
or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional
information on the part of the Commission shall have been complied with to your reasonable satisfaction;


 






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(b) Sichenzia Ross Friedman
Ference LLP, counsel for the Placement Agent, shall have furnished to you such written opinion or opinions, dated as of the Closing
Date, in form and substance satisfactory to you, with respect to the matters you may reasonably request, and such counsel shall
have received such papers and information as they may reasonably request to enable them to pass upon such matters;


 


(c) Barclay and Damon, LLP/The
Matt Law Firm, PLLC, counsel for the Company, shall have furnished to you their written opinion and a negative assurance letter
dated as of the Closing Date, in form and substance satisfactory to you;


 


(d) WilmerHale, IP counsel
for the Company, shall have furnished to you their written opinion each dated as of the Closing Date in form and substance satisfactory
to you;


 


(e) On the date of the Prospectus
at a time prior to the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement
filed subsequent to the date of this Agreement, and also as of the Closing Date, GBH CPAs, PC shall have furnished to you a comfort
letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;


 


(f)(i) Neither the Company
nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated
by reference in the Pricing Disclosure Package and Prospectus any loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order
or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates
as of which information is given in the Pricing Disclosure Package there shall not have been any change in the capital stock or
long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or
affecting the properties, business, management, prospects, operations, earnings, assets, liabilities or condition (financial or
otherwise) of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Pricing Disclosure Package,
the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make
it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered on the Closing
Date on the terms and in the manner contemplated in the Prospectus;


 


(g) On or after the Applicable
Time (i) no downgrading shall have occurred in the rating accorded the Company’s securities by any “nationally
recognized statistical rating organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) under
the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible
negative implications, its rating of any of the Company’s debt securities;


 






    	20



    	 



    

 


(h) On or after the Applicable
Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities
generally on the New York Stock Exchange or on NASDAQ; (ii) a suspension or material limitation in trading in the Company’s
securities on NASDAQ; (iii) a general moratorium on commercial banking activities declared by either Federal or New York authorities
or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the
outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency
or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions
in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes
it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities being delivered at the Closing
Date on the terms and in the manner contemplated in the Prospectus;


 


(i) The Securities to be
sold on the Closing Date shall have been duly listed, subject to notice of issuance, on the NYSE MKT;


 


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


 


(k) The Company shall have
complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business
Day next succeeding the date of this Agreement; and


 


(l) The Company shall have
furnished or caused to be furnished to you on the Closing Date a certificate of the Chief Executive Officer and the Chief Financial
Officer of the Company satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and
as of such time, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time,
as to the matters set forth in subsections (a), (g), (h) and (j) of this Section 8, and as to such other matters as you
may reasonably request; and


 


(m) FINRA has confirmed
that it has not raised any objection with respect to the fairness and reasonableness of the placement agency terms and arrangements
relating to the offering of the Securities.


 


(n) On or prior to the date
of this Agreement, the Company shall have obtained and delivered to the Placement Agent executed copies of a lock-up letter from
the persons listed on Schedule III hereto, substantially to the effect set forth in Annex III hereof in form and substance satisfactory
to the Representative.


 


(o) The Company shall have
entered into Subscription Agreements with each of the Purchasers and such agreements shall be in full force and effect.


 


The Company will furnish
the Representative with any additional opinions, certificates, letters and documents as the Representative reasonably requests
and conformed copies of documents delivered pursuant to this Section 8. The Representative may in its sole discretion waive on
behalf of the Placement Agent compliance with any conditions to the obligations of the Placement Agent hereunder.


 






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9.(a) The Company will indemnify
and hold harmless the Placement Agent, its partners, members, directors, officers, employees, agents, affiliates and each person,
if any, who controls such Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each,
an “Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which
such Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or regulation
or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based
upon (i) any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration Statement
at any time, any Statutory Prospectus as of any time, the Final Prospectus or any Issuer Free Writing Prospectus or (ii) the omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection
with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever
(whether or not such Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement
of this provision with respect to any of the above as such expenses are incurred; provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity
with written information furnished to the Company by the Placement Agent through the Representative specifically for use therein,
it being understood and agreed that the only such information furnished by the Placement Agent consists of the information described
as such in subsection (b) below.


 


(b) The Placement Agent
will indemnify and hold harmless the Company, each of its directors and each of its officers who signs a Registration Statement
and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act
(each, a “Placement Agent Indemnified Party”), against any losses, claims, damages or liabilities to which such
Placement Agent Indemnified Party may become subject, under the Act, the Exchange Act, other federal or state statutory law or
regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of the Registration
Statement at any time, any Statutory Prospectus as of any time, the Final Prospectus, or any Issuer Free Writing Prospectus, or
arise out of or are based upon the omission or the alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished
to the Company by such Placement Agent through the Representative specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by such Placement Agent Indemnified Party in connection with investigating or defending against
any such loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Placement
Agent Indemnified Party is a party thereto), whether threatened or commenced, based upon any such untrue statement or omission,
or any such alleged untrue statement or omission as such expenses are incurred, it being understood and agreed that the only such
information furnished by the Placement Agent consists of the following information in the Final Prospectus furnished on behalf
of the Placement Agent: the paragraphs under the headings (A) “Discretionary Accounts”, and (B) “Electronic
Distribution”; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such expenses are incurred.


 






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(c) Promptly after receipt
by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to any indemnified party under such subsection, except to the extent that the indemnifying party has
been materially prejudiced by such failure. In case any such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,
be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election
so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for
any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection
with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any
pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not
the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not
include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.


 


(d) If the indemnification
provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Placement Agent on the other from the offering of the Securities. If, however, the allocation
provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the
notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault
of the Company on the one hand and the Placement Agent on the other in connection with the statements or omissions which resulted
in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Placement Agent on the other shall be deemed to be in the
same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total
placement agency fees and commissions received by the Placement Agent, in each case as set forth in the table on the cover page
of the Prospectus. 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 Placement Agent 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 Placement Agent agree that it would not be
just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Placement
Agent 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). The amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this subsection (d), no Placement Agent shall be required to contribute
any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages which such Placement Agent has otherwise been required to pay by reason
of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Placement Agent’s obligations in this subsection (d) to contribute are several in proportion
to their respective placement agency obligations and not joint. The Company and the Placement Agents agree that it would not be
just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation (even if the Placement
Agent 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 in this Section 9(d).


 






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10. The
Placement Agent may terminate this Agreement by notice given to the Company, if after the execution and delivery of this Agreement
and prior to the Closing Date: (i) a suspension or material limitation in trading in securities generally on the NYSE
or on NASDAQ; (ii) a suspension or material limitation in trading in the Company’s securities on NASDAQ; (iii) a
general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption
in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation
of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the
occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or
elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or
inadvisable to proceed with the public offering or the delivery of the Securities being delivered on the terms and in the manner
contemplated in the Pricing Disclosure Package.


 


11. The respective indemnities,
agreements, representations, warranties and other statements of the Company and the Placement Agent, as set forth in this Agreement
or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of
any investigation (or any statement as to the results thereof) made by or on behalf of the Placement Agent or any controlling person
of the Placement Agent, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery
of and payment for the Securities.


 


12. If this Agreement shall
be terminated, the Company will reimburse the Placement Agent through you for all out of pocket expenses, including fees and disbursements
of counsel, reasonably incurred by the Placement Agent in making preparations for the purchase, sale and delivery of the Securities
not so delivered, but the Company shall then be under no further liability to the Placement Agent except as provided in Sections
7 and 9 hereof.


 


13. In all dealings hereunder,
you shall act on behalf of each of the Placement Agents, and the parties hereto shall be entitled to act and rely upon any statement,
request, notice or agreement on behalf of any Placement Agent made or given by you.


 



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All
statements, requests, notices and agreements hereunder shall be in writing, and if to the Placement Agent shall be delivered or
sent by mail or facsimile transmission to you as the Representative in care of Laidlaw & Company (UK) Ltd., 546 Fifth Avenue,
5th Floor, New York, New York 10036, Attention: Hugh Regan, Executive Director, Facsimile: (212) 297-0670; and if to
the Company shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth on the cover of
the Registration Statement, Attention: Secretary, Facsimile: (732) 243-9499
(with copies to those parties specified thereon). Any such statements, requests, notices or agreements
shall take effect upon receipt thereof. 


 


In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Placement Agent is required to
obtain, verify and record information that identifies their respective clients, including the Company, which information may include
the name and address of their respective clients, as well as other information that will allow the Placement Agents to properly
identify their respective clients.


 


14. This Agreement shall
be binding upon, and inure solely to the benefit of, the Placement Agent, the Company and, to the extent provided in Sections 9
and 11 hereof, the officers and directors of the Company and each person who controls the Company or the Placement Agent, and their
respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under
or by virtue of this Agreement. No purchaser of any of the Securities from the Placement Agent shall be deemed a successor or assign
by reason merely of such purchase.


 


15. Time shall be of the
essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office
in Washington, D.C. is open for business and “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday
and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive
order to close.


 


16. The Company acknowledges
and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial
transaction following discussions and arms-length negotiations between the Company, on the one hand, and the Placement Agent, on
the other, (ii) in connection therewith and with the process leading to such transaction the Placement Agent is not the agent
or fiduciary of the Company, (iii) no Placement Agent has assumed an advisory or fiduciary responsibility in favor of the
Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Placement
Agent has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations
expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent
it deemed appropriate. The Company agrees that it will not claim that the Placement Agent, or any of them, has rendered advisory
services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the
process leading thereto. The Company waives, to the fullest extent permitted by law, any claims it may have against the Placement
Agent for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Placement Agent shall have no liability
(whether direct or indirect) to the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty
claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.


 






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17. The Company has been
advised that the Placement Agent and their affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that the Placement Agent has no obligation to disclose such interests and transactions
to the Company by virtue of any fiduciary, advisory or agency relationship. The Company acknowledges that the Placement Agent’s
research analysts and research departments are required to be independent from their respective investment banking divisions and
are subject to certain regulations and internal policies, and that such Placement Agent’s research analysts may hold views
and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering
that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest
extent permitted by law, any claims that the Company may have against the Placement Agent with respect to any conflict of interest
that may arise from the fact that the views expressed by their independent research analysts and research departments may be different
from or inconsistent with the views or advice communicated to the Company by such Placement Agent’s investment banking divisions.
The Company acknowledges that the Placement Agent is a full service securities firm and as such from time to time, subject to applicable
securities laws, may effect transactions for its own account or the account of its customers and hold long or short positions in
debt or equity securities of the companies that may be the subject of the transactions contemplated by this Agreement.


 


18. This Agreement supersedes
all prior agreements and understandings (whether written or oral) between the Company and the Placement Agent, or any of them,
with respect to the subject matter hereof.


 


19. THIS AGREEMENT AND
ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE
OF NEW YORK. The Company agrees that any suit or proceeding arising in respect of this agreement or your engagement will
be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter
jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction
of, and to venue in, such courts. 


 


20. The Company and the
Placement Agent 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.


 


21. This Agreement may be
executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.


 


22. Notwithstanding anything
herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and
tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided
to the Company relating to that treatment and structure, without the Placement Agent imposing any limitation of any kind. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not
apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure”
is limited to any facts that may be relevant to that treatment.


  






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23. If any term or other
provision of this Agreement shall be held invalid, illegal or unenforceable, the validity, legality or enforceability of the other
provisions of this Agreement shall not be affected thereby, and there shall be deemed substituted for the provision at issue a
valid, legal and enforceable provision as similar as possible to the provision at issue.


 


24. Except as otherwise
expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement
of the parties hereto. Any waiver, permit, consent or approval of any kind or character on the part of any such holders of any
provision or condition of this Agreement must be made in writing and shall be effective only to the extent specifically set forth
in writing. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be
a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party
thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver
of any other or subsequent breach.


 


[signature page follows]


 




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If the foregoing is in accordance
with your understanding, please sign and return to us, and upon the acceptance hereof by you, on behalf of the Placement Agent,
this letter and such acceptance hereof shall constitute a binding agreement between the Placement Agent and the Company.


 


	 	Very truly yours,
	 	 
	 	ACTINIUM PHARMACEUTICALS, INC.
	 	 	 
	 	By:	
        /s/ Kaushik J. Dave

	 	 	Name: Kaushik J. Dave
	 	 	Title:   President and CEO


 


Accepted as of the date hereof:


 


LAIDLAW & COMPANY (UK) LTD.


 


	By:	
        /s/ Hugh Regan
	

	 	Name: Hugh Regan 	 
	 	Title:   Executive Director	 


 


On behalf of the Placement Agent


 




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SCHEDULE I 


 


Number of Securities to be issued: 1,923,078 shares of Common Stock


 


Offering Price: $2.60 per Security


 


	Agency Fee: 	7.0% Placement Fee
	 	1.0% Non-Accountable Expense payable to the
Representative







  




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SCHEDULE II 


 


(a) General Use Issuer Free Writing Prospectuses:


 


None


 


(b) Additional Documents Incorporated by Reference:


 


None


 


(c) Information other than the Pricing Prospectus
that comprise the Pricing Disclosure Package:


 


None


 




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SCHEDULE III 


 


	
        Name
	 
	Sandesh Seth	 
	David Nicholson	 
	Kaushik Dave	 
	Sergio Traversa	 
	Richard Steinhart	 
	Dragan Cicic	 


 




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Annex I


 


[Form of Lock-Up Letter]


 


Actinium Pharmaceuticals, Inc.

Lock-Up Letter Agreement


 


[__], 2015


 


Laidlaw & Company (UK) Ltd.,


As representative of the several Placement Agents


named thereto,


c/o Laidlaw & Company (UK) Ltd.

546 Fifth Avenue, 5th Floor

New York, New York 10036


 


Re:        Proposed
Public Offering by Actinium Pharmaceuticals, Inc.


 


Ladies and Gentlemen:


 


The undersigned, a securityholder
of Actinium Pharmaceuticals, Inc., a Delaware corporation (the “Company”), understands that Laidlaw & Company
(UK) Ltd., as representative of the several placement agents (the “Representative”), proposes to enter into
a Placement Agency Agreement (the “Placement Agency Agreement”) with the Company providing for the public offering
(the “Public Offering”) of shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”). In recognition of the benefit that such an offering will confer upon the undersigned as a securityholder of
the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
(or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate of the undersigned) agrees
with the Representative that, during a period commencing on the date hereof and ending on the 60th day after the date of the Placement
Agency Agreement (the “Lock-Up Period”), the undersigned will not, without the prior written consent
of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer
any Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter
acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file,
make any demand with respect to, cause to be filed, or exercise any right with respect to any registration statement under the
Securities Act of 1933, as amended (the “Securities Act”), with respect to any of the foregoing (collectively,
the “Lock-Up Securities”), (ii) enter into any swap or any other agreement or any transaction that transfers,
in whole or in part, directly or indirectly, the economic consequence of ownership of Lock-Up Securities, whether any such swap
or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise or (iii) engage in any short
selling of the Securities. 


 






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Notwithstanding the foregoing,
and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of the
Representative, provided that (1) the Representative receives a signed lock-up agreement for the balance of the lockup period
from each donee, trustee, distributee, or transferee, as the case may be, (2) any such transfer shall not involve a disposition
for value, (3) such transfers are not required to be reported with the Securities and Exchange Commission in accordance with
the Securities Exchange Act of 1934, as amended the (“Exchange Act”) under Section 16 or otherwise, and (4) neither
the undersigned nor any donee, trustee, distributee or transferee, as the case may be, otherwise voluntarily effects any public
filing or report or other public notice regarding such transfers:


 


(i) as a bona
fide gift or gifts; or


 


(ii) to any trust
for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up
agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first
cousin); or


 


(iii) as a distribution
to limited partners or stockholders of the undersigned; or


 


(iv) to any investment
fund or other entity controlled or managed by the undersigned; or


 


(v) transfers by
will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or a member of the immediate
family of the undersigned.


 


In addition, this letter
agreement shall not restrict the delivery of Common Stock to the undersigned upon vesting and settlement of restricted share units
or exercise of options outstanding on the date hereof in accordance with their terms; provided, for the avoidance of doubt, that
this letter agreement shall restrict the Common Stock delivered upon any such vesting, settlement or exercise.


 


Furthermore, the undersigned
may sell shares of Common Stock purchased by the undersigned on the open market following the Public Offering if and only if (i) such
sales are not required to be reported in any public report or filing with the Securities Exchange Commission in accordance with
the Exchange Act under Section 16 or otherwise and (ii) neither the undersigned nor any purchaser of the Common Stock otherwise
voluntarily effects any public filing or report or other public notice regarding such sales.


 


Notwithstanding anything
in the first paragraph hereof, if:


 


(1) during the
last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the
Company occurs; or


 


(2) prior to
the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that
material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the
Representative may extend, by written notice to the Company, the restrictions imposed by this lock-up agreement until the
expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or
material event, as applicable.


 






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The undersigned hereby acknowledges
and agrees that written notice of any extension of the Lock-Up Period pursuant to the previous paragraph will be delivered by the
Representative to the Company (in accordance with the notice section of the Placement Agency Agreement) and that any such notice
properly delivered will be deemed to have been given to, and received by, the undersigned. The undersigned further agrees that,
prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the
period from the date of this lock-up agreement to and including the 34th day following the expiration of the initial Lock-Up Period,
it will give notice thereof to the Company and will not consummate such transaction or take any such action unless it has received
written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has
expired.


 


In
furtherance of the foregoing, the undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions
and the Company and its transfer agent are hereby authorized to decline to make any transfer of Lock-Up Securities if such transfer
would constitute a violation or breach of this agreement. In addition, the undersigned further agrees that (i) it will not,
during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the Securities
Act of any Lock-Up Securities.


 


This letter agreement shall
automatically terminate if (i) the Company notifies the Representative in writing that it does not intend to proceed with
the Public Offering, (ii) if the Placement Agency Agreement is not executed prior to June 15, 2015 or (iii) if the Placement Agency
Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and
delivery of the Common Stock to be sold thereunder.


 


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


 


[Signature Page Follows]


 




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	 	Very truly yours,
	 	 	 
	 	Signature: 	 
	 	 	 
	 	
        Print Name:
	 
	 	 	 
	 	Address: