CELSION
CORPORATION


Shares
of Common Stock


(par
value $0.01 per share)


 


Capital
on DemandTM Sales Agreement


 


December
4, 2018


 


JonesTrading
Institutional Services LLC


757
Third Avenue, 23rd Floor


New
York, NY 10017


 


Ladies
and Gentlemen:


 


Celsion
Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with JonesTrading Institutional Services LLC (the “Agent”), as follows:


 


1.
Issuance and Sale of Shares. The Company
agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein,
it may issue and sell to or through the Agent, shares of common stock (the “Placement Shares”) of the Company,
par value $0.01 per share (the “Common Stock”); provided however, that in no event shall the Company
issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Common
Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b)
exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) (the lesser of (a) or
(b) the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that
compliance with the limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this
Agreement shall be the sole responsibility of the Company and that the Agent shall have no obligation in connection with such
compliance. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement
(as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement
to issue any Placement Shares.


 


The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder
(the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (File No. 333-227236), including a base prospectus, relating to certain securities, including the Placement
Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed
or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations
thereunder (the “Exchange Act”),. The Company has prepared a prospectus supplement to the base prospectus included
as part of the registration statement, which prospectus supplement specifically relates to the Placement Shares to be issued from
time to time by the Company (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by
the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement,
relating to the Placement Shares to be issued from time to time by the Company. Except where the context otherwise requires, such
registration statement, any post-effective amendment thereto, including all documents filed as part thereof or incorporated by
reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission
pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of
the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities
Act by the Company to cover any Placement Shares, is herein called the is herein called the “Registration Statement.”
The base prospectus, including all documents incorporated therein by reference, to the extent such information has not been superseded
or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included
in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which such
base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule
424(b) under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein
called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment
or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with
the Commission deemed to be incorporated by reference therein.


 




    	 



    	 



    

 


Any
reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall
be deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any
reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration
Statement, any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include
the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or
the date of any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus, as the case may be, and incorporated
therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment
or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data
Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the
Commission (collectively, “EDGAR”).


 


2.
Placements. Each time that the Company
wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify the Agent by electronic
notice (or other method mutually agreed to in writing by the parties) of the number of Placement Shares, the time period during
which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one day and any
minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto
as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with
a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals
from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective
unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the
entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice
or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount, commission or
other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated
in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the
Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers
a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and
then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this
Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.


 


3.
Sale of Placement Shares by the Agent.
Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, the Agent will use its
commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws,
rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell the Placement Shares
up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will provide written
confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading
Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the
compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds
(as defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section
5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may
sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined in
Rule 415 of the Securities. “Trading Day” means any day on which shares of Common Stock are purchased and sold
on the Exchange.


 


4.
Suspension of Sales. The Company or the
Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other
party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the
notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email
correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares (a
“Suspension”); provided, however, that such suspension shall not affect or impair any party’s obligations
with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation
under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters
to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against
any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time
to time.


 




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5.
Sale and Delivery to the Agent; Settlement.


 


(a)
Sale of Placement Shares. On the basis
of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon the Agent’s
acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined,
suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period specified in the
Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
law and regulations and the rules of the Exchange to sell such Placement Shares up to the amount specified in, and otherwise in
accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that
the Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company
or any other person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its
commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations and
rules of the Exchange to sell such Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation
to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the
Company.


 


(b)
Settlement of Placement Shares. Unless
otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd
) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales
are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale of Placement Shares no
later than the opening day following the Trading Day that the Agent sold Placement Shares. The amount of proceeds to be delivered
to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will
be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or
other compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed
by any governmental or self-regulatory organization in respect of such sales.


 


(c)
Delivery of Placement Shares. On or before
each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being
sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice
of such designee and such designees’s account information at least one Trading Day prior to the Settlement Date)
at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may
be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in
good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account
designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent
(if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of the Agent, then
in addition to and in no way limiting the rights and obligations set forth in Section 11(a) hereto, it will (i) hold the
Agent harmless against any loss, claim, damage, or reasonable, documented expense (including reasonable and documented legal fees
and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)
and (ii) pay to the Agent (without duplication) any commission, discount, or other compensation to which it would otherwise have
been entitled absent such default.


 




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(d)
Limitations on Offering Size. Under no
circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale
of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to this Agreement would exceed
the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B) the amount available
for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be
issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly
authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request
the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time
to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee,
and notified to the Agent in writing.


 


6.
Representations and Warranties of the Company.
Except as disclosed in the Registration Statement or Prospectus (including the Incorporated Documents), the Company represents
and warrants to, and agrees with the Agent that as of the date of this Agreement and as of each Applicable Time (as defined below),
unless such representation, warranty or agreement specifies a different date or time:


 


(a)
Registration Statement and Prospectus.
The Company and the transactions contemplated by this Agreement meet the requirements for and comply with the conditions for the
use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission and has been declared
effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent in the section
entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission preventing
or suspending the use of the Registration Statement, or threatening or instituting proceedings for that purpose. The Registration
Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities
Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required
to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have
been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all
documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have
been delivered, or are available through EDGAR, to the Agent and its counsel. The Company has not distributed and, prior to the
later to occur of each Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering
material in connection with the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus
and any Issuer Free Writing Prospectus to which the Agent has consented (any such consent not to be unreasonably withheld, conditioned
or delayed). The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange
under the trading symbol “CLSN.” The Company has taken no action designed to, or likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Exchange, nor has the Company
received any notification that the Commission or the Exchange is contemplating terminating such registration or listing. To the
Company’s knowledge, it is in compliance with all applicable listing requirements of the Exchange. The Company has no reason
to believe that it will not in the foreseeable future continue to be in compliance with all such listing and maintenance requirements.


 




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(b)
No Misstatement or Omission. The Registration
Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date of such
Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the Securities
Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date, will conform in all material respects
with the requirements of the Securities Act. The Registration Statement, when it became or becomes effective, did not, and will
not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date thereof and
at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed
and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact
or omit to state a material fact required to be stated in such document or necessary to make the statements in such document,
in light of the circumstances under which they were made, not misleading. The foregoing shall not apply to statements in, or omissions
from, any such document made in reliance upon, and in conformity with, information furnished to the Company by Agent specifically
for use in the preparation thereof.


 


(c)
Conformity with Securities Act and Exchange
Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto,
and the Incorporated Documents, when such documents were or are filed with the Commission under the Securities Act or the Exchange
Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable.


 


(d)
Financial Information. The consolidated
financial statements of the Company included or incorporated by reference in the Registration Statement, the Prospectus and the
Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly, in all material respects,
the financial position of the Company as of the dates indicated and the results of operations, cash flows and changes in stockholders’
equity of the Company for the periods specified (subject, in the case of unaudited financial statements, to normal year-end adjustments)
and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with GAAP
(as defined below) applied on a consistent basis during the periods involved; the other financial and statistical data with respect
to the Company contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free Writing
Prospectuses, if any, are accurately and fairly presented in all material respects and prepared on a basis consistent, in all
material respects, with the financial statements and books and records of the Company; there are no financial statements (historical
or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that
are not included or incorporated by reference as required; the Company does not have any material liabilities or obligations,
direct or contingent (including any off-balance sheet obligations), not described in the Registration Statement (excluding the
exhibits thereto), and the Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement,
the Prospectus and the Issuer Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such
term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the Exchange
Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.


 




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(e)
Conformity with EDGAR Filing. The Prospectus
delivered to the Agent for use in connection with the sale of the Placement Shares pursuant to this Agreement will be identical
to the versions of the Prospectus created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted
by Regulation S-T.


 


(f)
Organization. The Company is, and will
be, duly organized, validly existing as a corporation and in good standing under the laws of the State of Delaware. The Company
is, and will be, duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the
laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such license
or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct its business
as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing
or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably
be expected to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial
or otherwise), prospects, stockholders’ equity or results of operations of the Company, or prevent or materially interfere
with consummation of the transactions contemplated hereby (a “Material Adverse Effect”).


 


(g)
Subsidiaries. The sole subsidiary of the
Company is CLSN Laboratories, Inc., a Delaware corporation.


 


(h)
No Violation or Default. The Company is
not (i) in violation of its certificate of incorporation, as amended, or its by-laws, as amended and restated; (ii) in default,
and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance
or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets
of the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation of any court
or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for any such
violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
To the Company’s knowledge, no other party under any material contract or other agreement to which it is a party is in default
in any respect thereunder where such default would have a Material Adverse Effect.


 


(i)
No Material Adverse Change. Subsequent
to the respective dates as of which information is given in the Registration Statement, the Prospectus and the Issuer Free Writing
Prospectuses, if any (including any document deemed incorporated by reference therein), there has not been (i) any Material Adverse
Effect or the occurrence of any development that the Company reasonably expects will result in a Material Adverse Effect, (ii)
other than this Agreement, any transaction which is material to the Company, (iii) any obligation or liability, direct or contingent
(including any off-balance sheet obligations), incurred by the Company, which is material to the Company, (iv) any material change
in the capital stock (other than as a result of the sale of the Placement Shares) or outstanding long-term indebtedness of the
Company or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, other than
in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including
any document deemed incorporated by reference therein).


 




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(j)
Capitalization. The issued and outstanding
shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed
in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar
rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the
Prospectus as of the dates referred to therein (other than the grant of additional options or restricted stock units or stock
awards under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock due
to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
on the date hereof) and such authorized capital stock conforms in all material respects to the description thereof set forth in
the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus
is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or the
Prospectus (including in any document incorporated by reference therein), as of the date referred to therein, the Company does
not have outstanding any options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible
into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.


 


(k)
Authorization; Enforceability. The Company
has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by the Company and is a legal, valid and binding agreement of the Company
enforceable against the Company in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles.


 


(l)
Authorization of Placement Shares. The
Placement Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly
authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly
and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security
interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other
similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued, will conform
in all material respects to the description thereof set forth in or incorporated into the Prospectus.


 


(m)
No Consents Required. No consent, approval,
authorization, order, registration or qualification of or with any court or arbitrator or governmental or regulatory authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company
of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may
be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory Authority
(“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.


 




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(n)
No Preferential Rights. (i) No person,
as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”),
has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any
other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common
Stock or upon the exercise of options or vesting of restricted stock units or stock awards that may be granted from time to time
under the Company’s stock option plans), (ii) no Person has any preemptive rights, resale rights, rights of first refusal,
or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares
of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a
financial advisor to the Company in connection with the offer and sale of the Placement Shares, and (iv) no Person has the right,
contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other
capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement
or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the
sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on
or prior to the date hereof.


 


(o)
Independent Public Accounting Firm. WithumSmith+Brown,
PC (the “Accountant”), whose report on the consolidated financial statements of the Company is filed with the
Commission as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated by
reference into the Registration Statement and the Prospectus, are and, during the periods covered by their report, were an independent
registered public accounting firm within the meaning of the Securities Act and the Public Company Accounting Oversight Board (United
States) (the “PCAOB”). To the Company’s knowledge, the Accountant is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the
Company.


 


(p)
Enforceability of Agreements. To the Company’s
knowledge, all agreements between the Company and third parties expressly referenced in the Prospectus, other than such agreements
that have expired by their terms or the termination of which is disclosed in documents filed by the Company on EDGAR, are legal,
valid and binding obligations of the Company enforceable in accordance with their respective terms, except to the extent that
(i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general equitable principles and (ii) the indemnification provisions of certain agreements may be limited
by federal or state securities laws or public policy considerations in respect thereof, except for any unenforceability that,
individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


(q)
No Litigation. There are no legal, governmental
or regulatory actions, suits or proceedings pending, nor, to the Company’s knowledge, any legal, governmental or regulatory
audits or investigations, to which the Company is a party or to which any property of the Company is the subject that, individually
or in the aggregate, if determined adversely to the Company, would reasonably be expected to have a Material Adverse Effect or
materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s
knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or
threatened by others; and (i) there are no current or pending legal, governmental or regulatory audits or investigations, actions,
suits or proceedings that are required under the Securities Act to be described in the Prospectus that are not so described; and
(ii) there are no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration
Statement that are not so filed.


 




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(r)
Consents and Permits. The Company has
made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals, licenses,
certificates, certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations
issued by, the appropriate federal, state or foreign governmental or regulatory authorities (including, without limitation, the
United States Food and Drug Administration (the “FDA”), the United States Drug Enforcement Administration or
any other foreign, federal, state, provincial, court or local government or regulatory authorities including self-regulatory organizations
engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or materials) necessary for
the ownership or lease of their respective properties or to conduct its businesses as described in the Registration Statement
and the Prospectus (collectively, “Permits”), except for such Permits the failure of which to possess, obtain
or make the same would not reasonably be expected to have a Material Adverse Effect; the Company is in compliance with the terms
and conditions of all such Permits, except where the failure to be in compliance would not reasonably be expected to have a Material
Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually or in the
aggregate, would not be reasonably expected to have a Material Adverse Effect; and the Company has not received any written notice
of proceedings relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit
which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse
Effect, and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary
course. To the extent required by applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational
New Drug Application or amendment or supplement thereto for each clinical trial it has conducted or sponsored or is conducting
or sponsoring; to the Company’s knowledge, all such submissions were in material compliance with applicable laws and rules
and regulations when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.


 


(s)
Regulatory Filings. The Company has not
failed to file with the applicable regulatory authorities (including, without limitation, the FDA, or any foreign, federal, state,
provincial or local governmental or regulatory authority performing functions similar to those performed by the FDA) any required
filing, declaration, listing, registration, report or submission, except for such failures that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect; all such filings, declarations, listings, registrations, reports
or submissions were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not have a Material Adverse Effect. The Company has operated and currently is, in
all material respects, in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable rules and regulations
of the FDA and other federal, state, local and foreign governmental bodies exercising comparable authority. The Company has no
knowledge of any studies, tests or trials not described in the Prospectus the results of which reasonably call into question in
any material respect the results of the studies, tests and trials described in the Prospectus.


 




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(t)
Intellectual Property. The Company owns,
possesses, licenses or has other rights to use all foreign and domestic patents, patent applications, trade and service marks,
trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain
names, know-how and other intellectual property (collectively, the “Intellectual Property”), necessary
for the conduct of its business as now conducted except to the extent that the failure to own, possess, license or otherwise hold
adequate rights to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect.
Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual
Property owned by the Company; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual
Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any facts which
could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property;
(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the
Company infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others;
(vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains
claims for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent
application described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company has complied with
the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company, and all such agreements
are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties
or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.


 


(u)
Clinical Studies. To the Company’s
knowledge, the preclinical studies and tests and clinical trials described in the Prospectus were, and, if still pending, are
being, to the Company’s knowledge, conducted in all material respects in accordance with the experimental protocols, procedures
and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates
comparable to those being developed by the Company; the descriptions of such studies, tests and trials, and the results thereof,
contained in the Prospectus are accurate and complete in all material respects; the Company is not aware of any tests, studies
or trials not described in the Prospectus, the results of which reasonably call into question the results of the tests, studies
and trials described in the Prospectus; and the Company has not received any written notice or correspondence from the FDA or
any foreign, state or local governmental body exercising comparable authority or any institutional review board or comparable
authority requiring the termination, suspension, clinical hold or material modification of any tests, studies or trials.


 




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(v)
Market Capitalization. (a) At the time
the Registration Statement was or will be declared effective, and at the time the Company’s most recent Annual Report on
Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3
under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable. As of the close
of trading on the Exchange on November 30, 2018, the aggregate market value of the outstanding voting and non-voting common equity
(as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities
Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common
control with, the Company) (the “Non-Affiliate Shares”), was approximately $50,618,825 million (calculated
by multiplying (x) the price at which the common equity of the Company was last sold on the Exchange on October 9, 2018
times (y) the number of Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities
Act) and has not been a shell company for at least 12 calendar months previously.


 


(w)
No Material Defaults. The Company has
not defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults,
individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The Company has not filed a
report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating
that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment
on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.


 


(x)
Certain Market Activities. Neither the
Company nor any of its directors, officers or controlling persons has taken, directly or indirectly, any action designed, or that
has constituted or might reasonably be expected to cause or result in, under the Exchange Act or otherwise, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares.


 


(y)
Broker/Dealer Relationships. Neither the
Company nor any related entities (i) is required to register as a “broker” or “dealer” in accordance with
the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person
associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).


 


(z)
No Reliance. The Company has not relied
upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice in connection with the offering and sale
of the Placement Shares.


 


(aa)
Taxes. The Company has filed all federal,
state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof,
to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or
pay would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed in or contemplated by the
Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company which has had, or would
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any
federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against
it which would have a Material Adverse Effect.


 




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(bb)
Title to Real and Personal Property. Except
as set forth in the Registration Statement or the Prospectus, the Company has good and marketable title in fee simple to all items
of real property owned by it, good and valid title to all tangible personal property described in the Registration Statement or
Prospectus as being owned by it that are material to the business of the Company, in each case free and clear of all liens, encumbrances
and claims, except those that (i) do not materially interfere with the use made and proposed to be made of such property by the
Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any real
or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company is held by
it under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed
to be made of such property by the Company or (B) would not be reasonably expected, individually or in the aggregate, to have
a Material Adverse Effect. Each of the properties of the Company complies with all applicable codes, laws and regulations (including,
without limitation, building and zoning codes, laws and regulations and laws relating to access to such properties), except if
and to the extent disclosed in the Registration Statement or Prospectus or except for such failures to comply that would not,
individually or in the aggregate, reasonably be expected to interfere in any material respect with the use made and proposed to
be made of such property by the Company or otherwise have a Material Adverse Effect. The Company has not received from any governmental
or regulatory authorities any notice of any condemnation of, or zoning change affecting, the properties of the Company, and the
Company knows of no such condemnation or zoning change which is threatened, except for such that would not reasonably be expected
to interfere in any material respect with the use made and proposed to be made of such property by the Company or otherwise have
a Material Adverse Effect, individually or in the aggregate.


 


(cc)
Environmental Laws. Except as set forth
in the Registration Statement or the Prospectus, the Company (i) is in compliance with any and all applicable federal, state,
local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment
or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”);
(ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental
Laws to conduct its business as described in the Registration Statement and the Prospectus; and (iii) has not received notice
of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances
or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to
comply or failure to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 




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(dd)
Disclosure Controls. The Company maintains
systems of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)
access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect
to any differences. 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 (other than as set forth in the Prospectus). Since the
date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls
and procedures to ensure that material information relating to the Company is made known to the certifying officers by others
within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report
on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness
of the Company’s controls and procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal
year most recently ended (such date, the “Evaluation Date”). The Company presented in its Form 10-K for the
fiscal year most recently ended the conclusions of the certifying officers about the effectiveness of the disclosure controls
and procedures based on their evaluations as of the Evaluation Date and the disclosure controls and procedures are effective.
Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such term is defined
in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that could significantly
affect the Company’s internal controls.


 


(ee)
Sarbanes-Oxley. There is and has been
no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in
their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the
rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the
Company (or each former principal executive officer of the Company and each former principal financial officer of the Company
as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports,
schedules, forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes
of the preceding sentence, “principal executive officer” and “principal financial officer” shall have
the meanings given to such terms in the Sarbanes-Oxley Act.


 


(ff)
Finder’s Fees. The Company has not
incurred any liability for any finder’s fees, brokerage commissions or similar payments in connection with the transactions
herein contemplated, except as may otherwise exist with respect to Agent pursuant to this Agreement.


 


(gg)
Labor Disputes. No labor disturbance by
or dispute with employees of the Company exists or, to the knowledge of the Company, is threatened which would reasonably be expected
to result in a Material Adverse Effect.


 


(hh)
Investment Company Act. The Company is
not and, after giving effect to the offering and sale of the Placement Shares, will not be an “investment company”
or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company
Act of 1940, as amended (the “Investment Company Act”).


 




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(ii)
Operations. The operations of the Company
are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of
the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to
which the Company is subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”), except
as would not reasonably be expected to result in a Material Adverse Effect; and no action, suit or proceeding by or before any
court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws
is pending or, to the knowledge of the Company, threatened.


 


(jj)
Off-Balance Sheet Arrangements. There
are no transactions, arrangements and other relationships between and/or among the Company, and/or, to the knowledge of the Company,
any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or
limited purpose entity (each, an “Off Balance Sheet Transaction”) that would reasonably be expected to affect
materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off
Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial
Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which
have not been described as required.


 


(kk)
Underwriter Agreements. The Company is
not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.


 


(ll)
ERISA. To the knowledge of the Company,
each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates
for employees or former employees of the Company has been maintained in material compliance with its terms and the requirements
of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of
1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section
4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding
transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding
rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section
412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding
for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined
using reasonable actuarial assumptions.


 




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(mm)
Forward Looking Statements. No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) (a “Forward Looking
Statement”) contained in the Registration Statement and the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith. The Forward Looking Statements incorporated by reference in the Registration
Statement and the Prospectus from the Company’s Annual Report on Form 10-K for the fiscal year most recently ended (i) are
within the coverage of the safe harbor for forward looking statements set forth in Section 27A of the Securities Act, Rule 175(b)
under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) at the time when made, were made by the Company
with a reasonable basis and in good faith and reflect the Company’s good faith commercially reasonable best estimate of
the matters described therein, and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Securities
Act.


 


(nn)
Agent Purchases. The Company acknowledges
and agrees that Agent has informed the Company that the Agent may, to the extent permitted under the Securities Act and the Exchange
Act, purchase and sell Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase
or sales shall take place while a Placement Notice is in effect (except to the extent each Agent may engage in sales of Placement
Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii)
the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.


 


(oo)
Margin Rules. Neither the issuance, sale
and delivery of the Placement Shares nor the application of the proceeds thereof by the Company as described in the Registration
Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of the Federal Reserve System or any
other regulation of such Board of Governors.


 


(pp)
Insurance. The Company carries, or is
covered by, insurance in such amounts and covering such risks as the Company reasonably believes are adequate for the conduct
of its properties and as is customary for companies engaged in similar businesses in similar industries.


 


(qq)
No Improper Practices. (i) Neither the
Company nor, to the Company’s knowledge, any of its executive officers has, in the past five years, made any unlawful contributions
to any candidate for any political office (or failed fully to disclose any contribution in violation of law) or made any contribution
or other payment to any official of, or candidate for, any federal, state, municipal, or foreign office or other person charged
with similar public or quasi-public duty in violation of any law or of the character required to be disclosed in the Prospectus;
(ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s knowledge, any of affiliate
of the Company, on the one hand, and the directors, officers and stockholders of the Company, on the other hand, that is required
by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described; (iii) no relationship,
direct or indirect, exists between or among the Company or any of its affiliates, on the one hand, and the directors, officers,
or stockholders of the Company, on the other hand, that is required by the rules of FINRA to be described in the Registration
Statement and the Prospectus that is not so described; (iv) except as described in the Prospectus, there are no material outstanding
loans or advances or material guarantees of indebtedness by the Company to or for the benefit of any of its officers or directors
or any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer,
Common Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company to alter the customer’s
or supplier’s level or type of business with the Company or (B) a trade journalist or publication to write or publish favorable
information about the Company or any of its products or services, and, (vi) neither the Company nor, to the Company’s knowledge,
any employee or agent of the Company has made any payment of funds of the Company or received or retained any funds in violation
of any law, rule or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt
or retention of funds is of a character required to be disclosed in the Registration Statement or the Prospectus.


 




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(rr)
Status Under the Securities Act. The Company
was not and is not an ineligible issuer as defined in Rule 405 under the Securities Act at the times specified in Rules 164 and
433 under the Securities Act in connection with the offering of the Placement Shares.


 


(ss)
No Misstatement or Omission in an Issuer Free
Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable Time (as defined in
Section 24 below), did not, does not and will not include any information that conflicted, conflicts or will conflict with
the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a
part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from
any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent
specifically for use therein.


 


(tt)
No Conflicts. Neither the execution of
this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated
herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or
will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has
resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the
Company pursuant to the terms of any contract or other agreement to which the Company is bound or to which any of the property
or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts,
breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x)
in any violation of the provisions of the organizational or governing documents of the Company, or (y) in any violation of the
provisions of any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state
or other regulatory authority or other government body having jurisdiction over the Company other than, with respect to this clause
(y) only, any violation that would not reasonably be expected to have a Material Adverse Effect.


 


(uu)
Sanctions. (i) The Company represents
that neither the Company nor, to the Company’s knowledge, any director, officer, employee, agent, affiliate or representative
of the Company, is a government, individual, or entity (in this paragraph (uu), “Person”) that is, or is owned
or controlled by a Person that is:


 


(A)
the subject of any sanctions administered or
enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the
European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”),
nor


 




    	16



    	 



    

 


(B)
located, organized or resident in a country or
territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan and Syria).


 


(ii)
The Company represents and covenants that it
will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person:


 


(A)
to fund or facilitate any activities or business
of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions;
or


 


(B)
in any other manner that will result in a violation
of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).


 


(iii)
The Company represents and covenants that, except
as detailed in the Registration Statement and the Prospectus, for the past five (5) years, it has not knowingly engaged in, is
not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory,
that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(vv)
Stock Transfer Taxes. On each Settlement
Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and
transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid or provided for by the Company and
all laws imposing such taxes will be or will have been fully complied with.


 


(ww)
Compliance with Laws. Except as set forth
in the Registration Statement or the Prospectus, the Company: (A) is and at all times has been in compliance with all statutes,
rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution,
marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured or distributed
by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected
to result in a Material Adverse Effect; (B) has not received any FDA Form 483, notice of adverse finding, warning letter, untitled
letter or other correspondence or notice from the FDA or any other governmental authority alleging or asserting noncompliance
with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and supplements or amendments
thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all material Authorizations
and such Authorizations are valid and in full force and effect and are not in material violation of any term of any such Authorizations;
(D) has not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other
action from any governmental authority or third party alleging that any product operation or activity is in violation of any Applicable
Laws or Authorizations and has no knowledge that any such governmental authority or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding; (E) has not received notice that any governmental authority
has taken, is taking or intends to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that
any such governmental authority is considering such action; (F) has filed, obtained, maintained or submitted all material reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable
Laws or Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and correct on the date filed (or were corrected or supplemented by a subsequent submission); and
(G) has not, either voluntarily or involuntarily, initiated, conducted, or issued or caused to be initiated, conducted or issued,
any recall, market withdrawal or replacement, safety alert, post-sale warning, “dear doctor” letter, or other notice
or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation and, to
the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.


 




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Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection
with this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the
matters set forth therein.


 


7.
Covenants of the Company. The Company
covenants and agrees with Agent that:


 


(a)
Registration Statement Amendments. After
the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered
by Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under
the Securities Act), (i) the Company will notify the Agent promptly of the time when any subsequent amendment to the Registration
Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any
subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to
the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission,
promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in such
Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by
the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation
or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in
this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing
shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file
any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible
into the Placement Shares unless a copy thereof has been submitted to Agent within a reasonable period of time before the filing
and the Agent has not objected in writing thereto within two (2) Business Days (provided, however, that the failure of the Agent
to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right
to rely on the representations and warranties made by the Company in this Agreement and the Company has no obligation to provide
the Agent any advance copy of such filing or to provide the Agent an opportunity to object to such filing if such filing does
not name the Agent and does not relate to the transactions contemplated by this Agreement, and provided, further, that the only
remedy the Agent shall have with respect to the failure by the Company to provide the Agent with such copy shall be to cease making
sales under this Agreement) and the Company will furnish to the Agent at the time of filing thereof a copy of any document that
upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents
available via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission
as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any document to be incorporated
therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed
(the determination to file or not file any amendment or supplement with the Commission under this Section 7(a), based on
the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).


 




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(b)
Notice of Commission Stop Orders. The
Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification
of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any
such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain
its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives any request
by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer
Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.


 


(c)
Delivery of Prospectus; Subsequent Changes.
During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Agent under the Securities
Act with respect to the offer and sale of the Placement Shares, (including in circumstances where such requirement may be satisfied
pursuant to Rule 172 under the Securities Act), the Company will use best efforts to comply in all material respects with all
requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due
dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information
from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the
provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of
all such filings. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the
light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the
Registration Statement or Prospectus to comply with the Securities Act, the Company shall promptly notify Agent to suspend the
offering of Placement Shares during such period and the Company shall promptly amend or supplement the Registration Statement
or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided,
however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the
best interests of the Company to do so. Until such time as the Company shall have corrected such statement or omission or effected
such compliance, the Company shall not notify the Agent to resume the offering of Placement Shares.


 




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(d)
Listing of Placement Shares. During any
period in which the Prospectus relating to the Placement Shares is required to be delivered by the Agent under the Securities
Act with respect to the offer and sale of the Placement Shares, the Company will use its reasonable best efforts to cause the
Placement Shares to be listed on the Exchange.


 


(e)
Delivery of Registration Statement and Prospectus.
The Company will furnish to the Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the
Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration
Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Placement Shares
is required to be delivered under the Securities Act (including all documents filed with the Commission during such period that
are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as
the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus
to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be
required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.


 


(f)
Earnings Statement. To the extent not
available on EDGAR, the Company will make generally available to its security holders as soon as practicable, but in any event
not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month
period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


(g)
Use of Proceeds. The Company will use
the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 


(h)
Notice of Other Sales. Without the prior
written consent of Agent, the Company will not, directly or indirectly, offer to sell, sell, contract to sell, grant any option
to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period
beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice is delivered to
Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect
to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior
to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell,
grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement)
or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior
to the termination of this Agreement; provided, however, that such restrictions will not apply in connection with the Company’s
issuance or sale of (i) Common Stock, options to purchase Common Stock or restricted stock units or stock awards or Common Stock
issuable upon the exercise of options or vesting of restricted stock units, pursuant to any employee or director stock option
or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan
limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable
upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in
filings by the Company available on EDGAR or otherwise in writing to the Agent and (iii) Common Stock or securities convertible
into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or strategic
alliances occurring after the date of this Agreement which are not issued for capital raising purposes.


 




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(i) Change
of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in
any material respect any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this
Agreement.


 


(j) Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its
representatives in connection with the transactions contemplated hereby, including, without limitation, providing
information and making available documents and senior corporate officers, during regular business hours and at the
Company’s principal offices, as the Agent may reasonably request.


 


(k)
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act
shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule
424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus
supplement will set forth, within the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds
to the Company and the compensation payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver
such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be
required by the rules or regulations of such exchange or market.


 


(l) Representation
Dates; Certificate. Each time during the term of this Agreement that the Company:


 


(i)
amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement
Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment,
sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus
relating to the Placement Shares;


 


(ii)
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information
or a material amendment to the previously filed Form 10-K);


 


(iii)
files its quarterly reports on Form 10-Q under the Exchange Act; or


 


(iv)
files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification
of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under
the Exchange Act;


 






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(each
date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);


 


the
Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information
contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement
to provide a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension
is in effect or at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the
Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and
the next occurring Representation Date. Notwithstanding the foregoing, (i) upon delivery of the first Placement Notice hereunder
and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied
on such waiver and did not provide the Agent with a certificate under this Section 7(l), then before the Agent sells any
Placement Shares, the Company shall provide the Agent with a certificate in conformity with this Section 7(l) dated as
of the date that the instructions for the sale of Placement Shares are issued.


 


(m)
Legal Opinion. On or prior to the date of the first Placement Notice given hereunder the Company shall cause to be furnished
to the Agent a written opinion and a negative assurance letter of Sidley Austin LLP (“Company Counsel”), or
other counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter,
within five (5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate
in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the
Agent a negative assurance letter of Company Counsel in form and substance reasonably satisfactory to the Agent; provided that,
in lieu of such negative assurance for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with
a letter (a “Reliance Letter”) to the effect that the Agent may rely on the negative assurance letter previously
delivered under this Section 7(m) to the same extent as if it were dated the date of such letter (except that statements in such
prior letter shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented as of the date
of the Reliance Letter)


 





(n)
Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days
after each subsequent Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants
to furnish the Agent letters (the “Comfort Letter”), dated the date the Comfort Letter is delivered, which shall meet
the requirements set forth in this Section 7(n). The Comfort Letter from the Company’s independent accountants shall be
in a form and substance reasonably satisfactory to the Agent, (i) confirming that they are an independent public accounting firm
within the meaning of the Securities Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm
with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters”
to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)
and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter
had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended
and supplemented to the date of such letter.


 






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(o)
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or
that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock, or pay anyone
any compensation for soliciting purchases of the Placement Shares other than the Agent.


 


(p)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not
be or become, at any time prior to the termination of this Agreement, required to register as an “investment company,”
as such term is defined in the Investment Company Act.


 


(q)
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its
capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent
in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule
405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of
an offer to buy Placement Shares hereunder.


 


(r) Sarbanes-Oxley
Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting
controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles
and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable
assurance that transactions are recorded as necessary to permit the preparation of the Company’s financial statements
in accordance with generally accepted accounting principles, (iii) that receipts and expenditures of the Company are being
made only in accordance with management’s and the Company’s directors’ authorization, and (iv) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on its financial statements. The Company will maintain such controls
and other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and
the applicable regulations thereunder that are designed to ensure that information required to be disclosed by the Company in
the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time
periods specified in the Commission’s rules and forms, including, without limitation, controls and procedures designed
to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the Company’s management, including its principal executive officer and
principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure and to ensure that material information relating to the Company is made known to it by others
within the organization, particularly during the period in which such periodic reports are being prepared.


 






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(s)
Secretary’s Certificate; Further Documentation. On or prior to the date of the first Placement Notice, the Company
shall deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company,
dated as of such date, certifying as to (i) the certificate of incorporation of the Company, (ii) the by-laws of the Company,
(iii) the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement
and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and
the other documents contemplated by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall
have furnished to the Agent such further information, certificates and documents as the Agent may reasonably request.


 


8. Representations
and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under FINRA,
the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and
sold, except such states in which the Agent is exempt from registration or such registration is not otherwise required. The
Agent shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange
Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold, except
such states in which it is exempt from registration or such registration is not otherwise required, during the term of this
Agreement. The Agent shall comply with all applicable law and regulations in connection with the transactions contemplated by
this Agreement, including the issuance and sale through the Agent of the Placement Shares.


 


9. Payment
of Expenses. The Company will pay all expenses incident to the performance of its obligations under this
Agreement, including (i) the preparation and filing of the Registration Statement, including any fees required by the
Commission, and the printing or electronic delivery of the Prospectus as originally filed and of each amendment and
supplement thereto, in such number as the Agent shall deem necessary, (ii) the printing and delivery to the Agent of this
Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery
of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares
to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes
payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the
counsel, accountants and other advisors to the Company, (v) the reasonable and documented out-of-pocket fees and
disbursements of the counsel to the Agent, payable upon the execution of this Agreement, in an amount not to exceed $35,000,
(vi) the qualification or exemption of the Placement Shares under state securities laws in accordance with the provisions of Section
7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel, (vii) the printing and delivery to
the Agent of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements
thereto in such number as the Agent shall deem necessary, (viii) the preparation, printing and delivery to the Agent of
copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for the Common Stock, (x) the
filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including the fees of
the Agent’s counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses incurred in
connection with the listing of the Placement Shares on the Exchange.


 






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10.
Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be
subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due
performance in all material respects by the Company of its obligations hereunder, to the completion by the Agent of a due diligence
review satisfactory to it in its reasonable judgment, and to the continuing reasonable satisfaction (or waiver by the Agent in
its sole discretion) of the following additional conditions:


 


(a)
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the
sale of all Placement Shares contemplated to be issued by any Placement Notice.


 


(b) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of
any request for additional information from the Commission or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or
supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or
state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation
of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation
or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that makes any material statement made
in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any changes in the Registration Statement, the
Prospectus or documents so that, in the case of the Registration Statement, it will not contain any materially untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading.


 


(c)
No Misstatement or Material Omission. The Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.


 


(d) Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the
Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any
Material Adverse Effect or any development that would reasonably be expected to cause a Material Adverse Effect, or a
downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed
securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or
review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the
case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving
the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable
to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the
Prospectus.


 






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(e)
Legal Opinion. The Agent shall have received the opinions of (i) Company Counsel required to be delivered pursuant to Section
7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).


 


(f)
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n)
on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).


 


(g)
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section
7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l).


 


(h)
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not
have been delisted from the Exchange.


 


(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l),
the Company shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other
as the Agent may reasonably request and which are usually and customarily furnished by an issuer of securities in connection with
a securities offering of the type contemplated hereby. All such opinions, certificates, letters and other documents will be in
compliance with the provisions hereof.


 


(j) Securities
Act Filings Made. All filings with the Commission with respect to the Placement Shares required by Rule 424 under the
Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the
applicable time period prescribed for such filing by Rule 424.


 


(k)
Approval for Listing. The Placement Shares shall either have been approved for listing on the Exchange, subject only to
notice of issuance, or the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or
prior to, the issuance of any Placement Notice.


 


(l)
FINRA. FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable or payable
to the Agent as described in the Prospectus.


 


(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 13(a).


 


11.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors,
officers, employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act as follows:


 






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(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based
upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment
thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included
in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 11(d) below) any such settlement is effected with the written
consent of the Company, which consent shall not unreasonably be delayed or withheld; and


 


(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii) above,


 


provided, however,
that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of
any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with
written information furnished to the Company by the Agent expressly for use in the Registration Statement (or any amendment
thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto).


 


(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer and director
of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions,
or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or
any amendment or supplement thereto) in reliance upon and in conformity with information relating to the Agent and furnished to
the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information that
the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus or any Issuer Free Writing
Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the
caption “Plan of Distribution” in the Prospectus.


 






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(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after
receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 11, notify each such indemnifying party of the commencement of such action, enclosing
a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from
(i) any liability that it might have to any indemnified party otherwise than under this Section 11 and (ii) any liability
that it may have to any indemnified party under the foregoing provision of this Section 11 unless, and only to the extent
that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action
is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will
be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party
similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after
notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will
not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable
costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will
have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be
at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in
writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there
may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to
the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party)
between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct
the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel
to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each
of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party
or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted
to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly after the indemnifying party receives a written invoice relating
to the fees, disbursements and other charges in reasonable detail. An indemnifying party will not, in any event, be liable for
any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written
consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim,
action or proceeding relating to the matters contemplated by this Section 11 (whether or not any indemnified party is a
party thereto), unless such settlement, compromise or consent (1) includes an unconditional release of each indemnified party
from all liability arising out of such litigation, investigation, proceeding or claim and (2) does not include a statement as
to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.


 






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(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under
this Section 11, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by
Section 11(a)(ii) effected without its written consent if (1) such settlement is entered into more than 45 days after receipt
by such indemnifying party of the aforesaid request, (2) such indemnifying party shall have received notice of the terms of such
settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying party shall not have reimbursed
such indemnified party in accordance with such request prior to the date of such settlement.


 


(e)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided
for in the foregoing paragraphs of this Section 11 is applicable in accordance with its terms but for any reason is held
to be unavailable from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities,
expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount
paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by
the Company from persons other than the Agent, such as persons who control the Company within the meaning of the Securities Act,
officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution)
to which the Company and the Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits
received by the Company on the one hand and the Agent on the other hand. The relative benefits received by the Company on the
one hand and the Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale
of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the Agent
(before deducting expenses) from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided
by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion
as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault
of the Company, on the one hand, and the Agent, on the other hand, with respect to the statements or omission that resulted in
such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations
with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information
supplied by the Company or the Agent, the intent of the parties and their relative knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the Agent agree that it would not be just and equitable if contributions
pursuant to this Section 11(e) were to be determined by pro rata allocation or by any other method of allocation that does
not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a
result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 11(e)
shall be deemed to include, for the purpose of this Section 11(e), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with
Section 11(c) hereof. Notwithstanding the foregoing provisions of this Section 11(e), the Agent shall not be required
to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 11(e), any person who controls a party to
this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of the Agent,
will have the same rights to contribution as that party, and each officer and director of the Company who signed the Registration
Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim
for contribution may be made under this Section 11(e), will notify any such party or parties from whom contribution may
be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any
other obligation it or they may have under this Section 11(e) except to the extent that the failure to so notify such other
party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement
entered into pursuant to the last sentence of Section 11(c) hereof, no party will be liable for contribution with respect
to any action or claim settled without its written consent if such consent is required pursuant to Section 11(c) hereof.


 






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12.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto
shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling
persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance
of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


13. Termination.


 


(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been,
since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change,
or any development or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties,
earnings, results of operations or prospects of the Company, whether or not arising in the ordinary course of business, which
individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable
to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material
adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent,
impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3)
if trading in the Common Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the
Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of
trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing,
(5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing,
or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be
without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section
11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section
18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full
force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section
13(a), the Agent shall provide the required notice as specified in Section 14 (Notices).


 






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(b) The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and
Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;
Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination.


 


(c) The Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party
to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and
Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time;
Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding
such termination.


 


(d) Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and
sale of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that
the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12
(Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and
Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.


 


(e)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c),
or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual
agreement shall in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11
(Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18
(Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full
force and effect notwithstanding such termination.


 


(f)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent
or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement
Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement.


 






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14.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


JonesTrading
Institutional Services LLC


900
Island Park Drive, Suite 160


Daniel
Island, SC 29492


Attn:
Burke Cook


 


with
a copy to:


 


Duane
Morris LLP


1540
Broadway


New
York, NY 10036


Attention:
James T. Seery


Telephone:
(973) 424-2088


Email:
jtseery@duanemorris.com


 


and
if to the Company, shall be delivered to:


 


Celsion
Corporation


997
Lenox Drive, Suite 100


Lawrenceville,
NJ 08648


Attention:
Jeffrey W. Church


Email:
jchurch@celsion.com


 


with
a copy to:


 


Sidley
Austin LLP


1001
Page Mill Road, Building 1


Palo
Alto, CA 94304


Attention:
Sam Zucker, Esq.


Telephone:
(650) 565-7000


Email:
szucker@sidley.com


 


Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new
address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email,
or by verifiable facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a
Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized
overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail,
return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day
on which the Exchange and commercial banks in the City of New York are open for business.


 






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15.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and
their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof.
References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of
such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement
without the prior written consent of the other party.


 


16.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement
shall be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement
Shares.


 


17.
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements
and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement
nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event
that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to
the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall
be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that
giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of
the parties as reflected in this Agreement.


 


18.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME. THE COMPANY AND THE AGENT EACH 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.


 


19.
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING,
ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES
PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF
(CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT
AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN
SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 






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20.
Use of Information. The Agent may not
provide any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including
due diligence, to any third party other than its legal counsel advising it on this Agreement unless expressly approved by the
Company in writing.


 


21.
Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile transmission or email of
a .pdf attachment.


 


22.
Effect of Headings. The section and exhibit
headings herein are for convenience only and shall not affect the construction hereof.


 


23.
Permitted Free Writing Prospectuses. The
Company represents, warrants and agrees that, unless it obtains the prior consent of the Agent, which shall not be unreasonably
withheld, conditioned or delayed, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the
Company, which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating
to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free
writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus
consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free
Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply
with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission
where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses,
if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.


 


24.
Absence of Fiduciary Relationship. The
Company acknowledges and agrees that:


 


(a)
the Agent is acting solely as agent in connection
with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the
process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates,
stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Agent, on the other
hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether
or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;


 




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(b)
it is capable of evaluating and understanding,
and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;


 


(c)
the Agent has not provided any legal, accounting,
regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting,
regulatory and tax advisors to the extent it has deemed appropriate;


 


(d)
it is aware that the Agent and its affiliates
are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Agent has
no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship
or otherwise; and


 


(e)
it waives, to the fullest extent permitted by
law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with
the sale of Placement Shares under this Agreement and agrees that the Agent shall not have any liability (whether direct or indirect,
in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim
on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the Agent’s
obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent’s counsel confidential
to the extent not otherwise publicly-available.


 


25.
Definitions. As used in this Agreement,
the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to
the Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that
is a “written communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the
Commission, or (3) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares
or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission
or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities
Act.


 


“Rule
172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed
to mean and include all such financial statements and schedules and other information that is incorporated by reference in the
Registration Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing
shall be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer
Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed
with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references
in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers”
or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by the Agent
outside of the United States.


 


[Signature
Page Follows]


 




    	35



    	 



    

 


If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided
below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.


 


	 	Very truly yours,
	 	 	 
	 	CELSION CORPORATION
	 	 	 
	 	By:	/s/
    Michael H. Tardugno
	 	Name:	Michael
    H. Tardugno
	 	Title:	President
    and Chief Executive Officer
	 	 	 
	 	ACCEPTED as of the date first-above written:
	 	 	 
	 	JONESTRADING INSTITUTIONAL SERVICES LLC
	 	 	 
	 	By:	/s/ Burke
    Cook
	 	Name:	Burke
    Cook
	 	Title:	General
    Counsel


 


[Signature
Page]


Celsion
Corporation – Sales Agreement


 




    	36



    	 



    

 


SCHEDULE
1


 





 



 


FORM
OF PLACEMENT NOTICE


 





 



 


	 	From:	Celsion
    Corporation	 
	 	 	 	 
	 	To:	JonesTrading
    Institutional Services LLC	 
	 	 	 	 
	 	Attention:
    	 	 
	 	 	 	 
	 	Subject:	Placement
    Notice	 


 


Ladies
and Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the Capital on DemandTM Sales Agreement between Celsion Corporation,
a Delaware corporation (the “Company”), and JonesTrading Institutional Services LLC (the “Agent”),
dated December 4, 2018, the Company hereby requests that the Agent sell up to ____________ of the Company’s common
stock, par value $0.01 per share, at a minimum market price of $_______ per share, during the time period beginning [month, day,
time] and ending [month, day, time].


 




    	37



    	 



    

 


SCHEDULE
2


 





 



 


COMPENSATION


 





 



 


The
Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0%
of the aggregate gross proceeds from each sale of Placement Shares.


 




    	38