Exhibit 10.1


 


EQUITY PURCHASE AGREEMENT


 


THIS EQUITY PURCHASE AGREEMENT (this
“Agreement”) is entered into as of October 24, 2019 (the “Execution Date”), by and between
Predictive Oncology Inc., a Delaware corporation (the “Company”), and Oasis Capital, LLC, a Puerto Rico limited
liability company (the “Investor”).


 


RECITALS


 


WHEREAS, the parties desire that, upon
the terms and subject to the conditions contained herein, the Company shall issue and sell to the Investor, from time to time as
provided herein, and the Investor shall purchase from the Company up to Fifteen Million Dollars ($15,000,000.00) of the Company’s
Common Stock (as defined below);


 


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


 


Article
I

CERTAIN DEFINITIONS


 


Section 1.1              
RECITALS. The parties acknowledge and agree that the recitals set forth above are true and correct and are hereby
incorporated in and made a part of this Agreement.


 


Section 1.2              
DEFINED TERMS. As used in this Agreement, the following terms shall have the following meanings specified or indicated
(such meanings to be equally applicable to both the singular and plural forms of the terms defined):


 


“Agreement” shall have the
meaning specified in the preamble hereof.


 


“Available Amount” means,
initially, the Maximum Commitment Amount, which amount shall be reduced by the Investment Amount following each successful Closing,
each time the Investor purchases shares of Common Stock pursuant to an Option 1 Put or Option 2 Put.


 


“Average Daily Trading Volume”
shall mean the average trading volume of the Company’s Common Stock in the ten (10) Trading Days immediately preceding the
respective Put Date.


 


“Bankruptcy Law” means Title
11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


“Claim Notice” shall have
the meaning specified in Section 9.3(a).


 


“Clearing Costs” shall mean
all of the Investor’s broker and Transfer Agent fees.


 


“Clearing Date” shall be
the date on which the Investor receives the Put Shares as DWAC Shares in its brokerage account.


 


“Closing” shall mean one
of the closings of a purchase and sale of shares of Common Stock pursuant to Section 2.3.


 






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“Closing Certificate” shall
mean the closing “Officer’s Certificate” of the Company in the form of Exhibit B hereto.


 


“Closing Date” shall mean
the date of any Closing hereunder.


 


“Commitment Period” shall
mean the period commencing on the Execution Date, and ending on the earlier of (i) the date on which the Investor shall have purchased
Put Shares pursuant to this Agreement equal to the Maximum Commitment Amount, (ii) October 24, 2022, or (iii) written notice of
termination by the Company to the Investor (which shall not occur at any time that the Investor holds any of the Put Shares).


 


“Commitment Shares” means
1,046,512 shares of Common Stock issued by the Company to the Investor pursuant to Section 6.5 having an aggregate market
value, based on the closing sale price per share on the Principal Market on the date prior to issuance, of $450,000.


 


“Common Stock” shall mean
the Company’s common stock, $0.01 par value per share, and any shares of any other class of common stock whether now or hereafter
authorized, having the right to participate in the distribution of dividends (as and when declared) and assets (upon liquidation
of the Company).


 


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


 


“Company” shall have the
meaning specified in the preamble to this Agreement.


 


“Confidential Information”
means any information disclosed by either party to this Agreement, or their affiliates, agents or representatives, to the other
party to this Agreement, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without
limitation, documents, formulae, business information, trade secrets, technology, strategies. prototypes, samples, plant and equipment),
which may or may not be designated as “Confidential,” “Proprietary” or some similar designation. Information
communicated orally shall be considered Confidential Information. Confidential Information may also include information disclosed
by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made generally
available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally
available after disclosure by the disclosing party to the receiving party through no fault, action or inaction of the receiving
party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by
the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party
from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents
and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving
party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure
and assistance in obtaining an order protecting the information from public disclosure.


 


“Current Report” shall have
the meaning set forth in Section 6.4.


 


“Custodian” means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 






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“Damages” shall mean any
loss, claim, damage, liability, cost and expense (including, without limitation, reasonable attorneys’ fees and disbursements
and costs and expenses of expert witnesses and investigation).


 


“Dispute Period” shall have
the meaning specified in Section 9.3(a).


 


“Disqualification Event”
shall have the meaning specified in Section 4.27.


 


“DTC” shall mean The Depository
Trust Company, or any successor performing substantially the same function for the Company.


 


“DTC/FAST Program” shall
mean the DTC’s Fast Automated Securities Transfer Program.


 


“DWAC” shall mean Deposit
Withdrawal at Custodian as defined by the DTC.


 


“DWAC Eligible” shall mean
that (a) the Common Stock is eligible at DTC for full services pursuant to DTC’s operational arrangements, including, without
limitation, transfer through DTC’s DWAC system, (b) the Company has been approved (without revocation) by the DTC’s
underwriting department, (c) the Transfer Agent is approved as an agent in the DTC/FAST Program, (d) the Commitment Shares or Put
Shares, as applicable, are otherwise eligible for delivery via DWAC, and (e) the Transfer Agent does not have a policy prohibiting
or limiting delivery of the Put Shares or Commitment Shares, as applicable, via DWAC.


 


“DWAC Shares” means shares
of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and without restriction on resale
and (iii) timely credited by the Company to the Investor’s or its designee’s specified DWAC account with DTC under
the DTC/FAST Program, or any similar program hereafter adopted by DTC performing substantially the same function.


 


“Environmental Laws” shall
have the meaning set forth in Section 4.14.


 


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


 


“Execution Date” shall have
the meaning set forth in the preamble to this Agreement.


 


“FINRA” shall mean the Financial
Industry Regulatory Authority, Inc.


 


“Floor Price” shall mean
$0.25 per share, which shall be adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash dividend, stock split or
other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price and (ii) $0.25.


 


“Indemnified Party” shall
have the meaning specified in Section 9.2.


 


“Indemnifying Party” shall
have the meaning specified in Section 9.2.


 


“Indemnity Notice” shall
have the meaning specified in Section 9.3(b).


 


“Intellectual Property” shall
mean all trademarks, trademark applications, trade names, service marks, service mark registrations, service names, patents, patent
applications, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual
property rights.


 






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“Investment Amount” shall
mean the dollar value equal to the amount of Put Shares referenced in the Put Notice multiplied by the Option 1 Purchase Price
or Option 2 Purchase Price (as applicable) minus the Clearing Costs.


 


“Investor” shall have the
meaning specified in the preamble to this Agreement.


 


“Issuer Covered Person” shall
have the meaning specified in Section 4.27.


 


“Lien” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right or any other restriction.


 


“Material Adverse Effect”
shall mean any effect on the business, operations, properties, or financial condition of the Company and/or the Subsidiaries that
is material and adverse to the Company and/or the Subsidiaries and/or any condition, circumstance, or situation that would prohibit
or otherwise materially interfere with the ability of the Company and/or the Subsidiaries to enter into and/or perform its obligations
under any Transaction Document.


 


“Maximum Commitment Amount”
shall mean Fifteen Million Dollars ($15,000,000.00).


 


“Option 1 Maximum Put Amount”
shall mean:


 


(a)               
if, on the Put Date, the closing bid price of the Common Stock on the Principal Market is below $1.00, then “Option
1 Maximum Put Amount” shall mean the lesser of (i) 100,000 shares, or (ii) twenty percent (20%) of the Average Daily Trading
Volume; and


 


(b)               
if, on the Put Date, the closing bid price of the Common Stock on the Principal Market is $1.00 or greater but less than
$1.50, then “Option 1 Maximum Put Amount” shall mean the lesser of (i) 125,000 shares, or (ii) twenty percent (20%)
of the Average Daily Trading Volume; and


 


(c)               
if, on the Put Date, the closing bid price of the Common Stock on the Principal Market is $1.50 or greater but less than
$2.00, then “Option 1 Maximum Put Amount” shall mean the lesser of (i) 150,000 shares, or (ii) twenty percent (20%)
of the Average Daily Trading Volume; and


 


(d)               
if, on the Put Date, the closing bid price of the Common Stock on the Principal Market is $2.00 or greater, then “Option
1 Maximum Put Amount” shall mean the lesser of (i) 200,000 shares, or (ii) twenty percent (20%) of the Average Daily Trading
Volume.


 


“Option 1 Purchase Price”
shall mean the lesser of (i) the one (1) lowest traded price of the Common Stock on the Principal Market on the Clearing Date,
or (ii) the average of the three (3) lowest closing sale prices of the Common Stock on the Principal Market during the Option 1
Valuation Period, as reported by Bloomberg Finance L.P. or other reputable source.


 


“Option 1 Put” shall mean
the right of the Company to require the Investor to purchase shares of Common Stock at the Option 1 Purchase Price, subject to
the terms and conditions of this Agreement.


 


“Option 1 Valuation Period”
shall mean the period of twelve (12) consecutive Trading Days immediately preceding the Clearing Date associated with the applicable
Put Notice during which the Option 1 Purchase Price of the Common Stock is valued.


 






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“Option 2 Maximum Put Amount”
shall mean the lesser of (i) such amount that equals ten percent (10%) of the daily trading volume of the Common Stock on the Put
Date, and (ii) Two Hundred Thousand Dollars ($200,000.00).


 


“Option 2 Purchase Price”
shall mean the lesser of (i) 91% of the one (1) lowest traded price of the Common Stock on the Principal Market during the Option
2 Valuation Period as reported by Bloomberg Finance L.P. or other reputable source, or (ii) 93% of the VWAP on the Clearing Date,
or (iii) 93% of the closing bid price of the Common Stock on the Principal Market on the Clearing Date.


 


“Option 2 Put” shall mean
the right of the Company to require the Investor to purchase shares of Common Stock at the Option 2 Purchase Price, subject to
the terms and conditions of this Agreement.


 


“Option 2 Valuation Period”
shall mean the period of ten (10) consecutive Trading Days immediately preceding the Put Date associated with the applicable Put
Notice during which the Option 2 Purchase Price of the Common Stock is valued.


 


“Person” shall mean an individual,
a corporation, a partnership, an association, a trust or other entity or organization, including a government or political subdivision
or an agency or instrumentality thereof.


 


“Principal Market” shall
mean the NASDAQ stock market.


 


“Put Date” shall mean any
Trading Day during the Commitment Period that a Put Notice is deemed delivered pursuant to Section 2.2(b).


 


“Put Notice” shall mean a
written notice, substantially in the form of Exhibit A hereto, addressed to the Investor and setting forth the amount of
Put Shares which the Company intends to require the Investor to purchase pursuant to the terms of this Agreement.


 


“Put Shares” shall mean all
shares of Common Stock issued, or that the Company shall be entitled to issue, per any applicable Put Notice in accordance with
the terms and conditions of this Agreement.


 


“Registration Rights Agreement”
means that agreement in the form attached hereto as Exhibit D.


 


“Registration Statement”
shall have the meaning specified in Section 6.4.


 


“Regulation D” shall mean
Regulation D promulgated under the Securities Act.


 


“Rule 144” shall mean Rule
144 promulgated under the Securities Act or any similar provision then in force under the Securities Act.


 


“SEC” shall mean the United
States Securities and Exchange Commission.


 


“SEC Documents” shall have
the meaning specified in Section 4.5.


 


“Securities” means, collectively,
the Put Shares and the Commitment Shares.


 


“Securities Act” shall mean
the Securities Act of 1933, as amended.


 


“Short Sales” shall mean
all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act.


 






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“Subsidiary” or “Subsidiaries”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


“Third Party Claim” shall
have the meaning specified in Section 9.3(a).


 


“Trading Day” shall mean
a day on which the Principal Market shall be open for business.


 


“Transaction Documents” shall
mean this Agreement, the Registration Rights Agreement and all schedules and exhibits hereto and thereto.


 


“Transfer Agent” shall mean
Corporate Stock Transfer, Inc., the current transfer agent of the Company, and any successor transfer agent of the Company.


 


“Transfer Agent Instruction Letter”
means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue the Put Shares and the Commitment
Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.


 


“VWAP” shall mean for any
date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted
on a national exchange as included in the term Principal Market, the daily volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on such national exchange on which the Common Stock is then listed or quoted for trading
as reported by Bloomberg L.P. or Quotestream, a product of QuoteMedia, Inc. (based on a Trading Day from 9:30 a.m. (New York City
time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then traded on a national exchange, the volume weighted
average price of the Common Stock for such date (or the nearest preceding date) on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board
(as applicable); (c) if the Common Stock is not then quoted for trading on the OTCQX, OTCQB, OTC Pink or OTC Bulletin Board and
if prices for the Common Stock are then reported in the OTC markets or a similar organization or agency, the most recent bid price
per share of the Common Stock so reported that reflects the equivalent of a trading market for the Common Stock; or (d) in all
other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith
by the Investor and reasonably acceptable to the Company.


 


Article
II

PURCHASE AND SALE OF COMMON STOCK


 


Section 2.1              
PUTS. Upon the terms and conditions set forth herein (including, without limitation, the provisions of Article
VII), the Company shall have the right, but not the obligation, to direct the Investor, to process an:


 


(a)               
Option 1 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase
Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) the Investment Amount is not
more than the Option 1 Maximum Put Amount for any Option 1 Put, (ii) the aggregate Investment Amount of all Option 1 Puts and Option
2 Puts shall not exceed the Maximum Commitment Amount; (iii) the Trading Day prior to the subject Clearing Date did not have the
lowest VWAP of the Common Stock out of the prior ten (10) consecutive Trading Days, (iv) at least two (2) Trading Days have lapsed
since the most recent Clearing Date of an Option 1 Put, (v) the aggregate Investment Amount of the Option 1 Put and related Option
2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, and (vi) the lowest traded price of the Common Stock
in the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price; and


 






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(b)               
Option 2 Put by its delivery to the Investor of a Put Notice from time to time during the Commitment Period, to purchase
Put Shares, provided that notwithstanding any other terms of this Agreement, in each instance, (i) an Option 1 Put has been previously
and effectively processed and its Clearing Date is the same day as the Put Notice for the subject Option 2 Put, (ii) the Investment
Amount is not more than the Option 2 Maximum Put Amount for any Option 2 Put, (iii) the aggregate Investment Amount of all Option
1 Puts and Option 2 Puts shall not exceed the Maximum Commitment Amount, (iv) the aggregate Investment Amount of the Option 1 Put
and Option 2 Put on any particular Put Date or Clearing Date does not exceed $500,000.00, (v) if all shares of Common Stock resulting
from prior submitted Put Notices for Option 1 Puts have been delivered, and (vi) the lowest traded price of the Common Stock in
the five (5) Trading Days immediately preceding the respective Put Date must exceed the Floor Price.


 


Section 2.2              
MECHANICS.


 


(a)               
PUT NOTICE. At any time and from time to time during the Commitment Period, except as provided in this Agreement,
the Company may cause an Option 1 Put or an Option 2 Put by delivering a Put Notice to the Investor, subject to satisfaction of
the conditions set forth in Section 2.1, Section 7.2 and otherwise provided in this Agreement. The Company shall
deliver, or cause to be delivered, the Put Shares as DWAC Shares to the Investor within two (2) Trading Days following the Put
Date.


 


(b)               
DATE OF DELIVERY OF PUT NOTICE. A Put Notice shall be deemed delivered on (i) the Trading Day it is received by e-mail
by the Investor if such notice is received on or prior to 8:30 a.m. EST or (ii) the immediately succeeding Trading Day if it is
received by e-mail after 8:30 a.m. EST on a Trading Day or at any time on a day which is not a Trading Day.


 


Section 2.3              
CLOSINGS.


 


(a)               
TIMING. The Closing of an Option 1 Put shall occur within one (1) Trading Day following the end of the respective
Option 1 Valuation Period, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds
to an account designated by the Company. The Closing of an Option 2 Put shall occur within one (1) Trading Day following the Clearing
Date, whereby the Investor shall deliver the Investment Amount by wire transfer of immediately available funds to an account designated
by the Company. In addition, on or prior to any such Closing, each of the Company and the Investor shall deliver to each other
all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement
in order to implement and effect the transactions contemplated herein.


 


(b)               
RETURN OF SURPLUS. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum
Commitment Amount, then the Investor shall return to the Company the surplus amount of Put Shares associated with such Option 1
Put or Option 2 Put, and the Option 1 Purchase Price or Option 2 Purchase Price with respect to such Option 1 Put or Option 2 Put
shall be reduced by any Clearing Costs related to the return of such Put Shares.


 


(c)               
RESALES DURING VALUATION PERIOD. The parties acknowledge and agree that during the Option 1 Valuation Period or Option
2 Valuation Period (as applicable), the Investor may contract for, or otherwise effect, the resale of the subject purchased Put
Shares to third-parties.


 






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Article
III

REPRESENTATIONS AND WARRANTIES OF INVESTOR


 


The Investor represents and warrants to the
Company that:


 


Section 3.1              
INTENT. The Investor is entering into this Agreement for its own account, and the Investor has no present arrangement
(whether or not legally binding) at any time to sell the Securities to or through any Person in violation of the Securities Act
or any applicable state securities laws; provided, however, that the Investor reserves the right to dispose of the
Securities at any time in accordance with federal and state securities laws applicable to such disposition.


 


Section 3.2              
NO LEGAL ADVICE FROM THE COMPANY. The Investor acknowledges that it has had the opportunity to review this Agreement
and the transactions contemplated by this Agreement with its own legal counsel and investment and tax advisors. Except with respect
to the representations, warranties and covenants contained in this Agreement, the Investor is relying solely on such counsel and
advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or
investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any
jurisdiction.


 


Section 3.3              
ACCREDITED INVESTOR. The Investor is an accredited investor as defined in Rule 501(a)(3) of Regulation D, and the
Investor has such experience in business and financial matters that it is capable of evaluating the merits and risks of an investment
in the Securities. The Investor acknowledges that an investment in the Securities is speculative and involves a high degree of
risk.


 


Section 3.4              
AUTHORITY. The Investor has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to consummate the transactions contemplated hereby and thereby. The execution
and delivery of this Agreement and the other Transaction Documents and the consummation by it of the transactions contemplated
hereby and thereby have been duly authorized by all necessary action and no further consent or authorization of the Investor is
required. Each Transaction Document to which it is a party has been duly executed by the Investor, and when delivered by the Investor
in accordance with the terms hereof, will constitute the valid and binding obligation of the Investor enforceable against it in
accordance with its terms, subject to applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section 3.5              
NOT AN AFFILIATE. To the Investor’s knowledge, the Investor is not an officer, director or “affiliate”
(as such term is defined in Rule 405 of the Securities Act) of the Company.


 


Section 3.6              
ORGANIZATION AND STANDING. The Investor is an entity duly formed, validly existing and in good standing under the
laws of the jurisdiction of its formation with full right, limited liability company power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the other Transaction Documents.


 


Section 3.7              
ABSENCE OF CONFLICTS. The execution and delivery of this Agreement and the other Transaction Documents, and the consummation
of the transactions contemplated hereby and thereby and compliance with the requirements hereof and thereof, will not (a) violate
any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Investor, (b) violate any provision
of any indenture, instrument or agreement to which the Investor is a party or is subject, or by which the Investor or any of its
assets is bound, or conflict with or constitute a material default thereunder, (c) result in the creation or imposition of any
lien pursuant to the terms of any such indenture, instrument or agreement, or constitute a breach of any fiduciary duty owed by
the Investor to any third party, or (d) require the approval of any third-party (that has not been obtained) pursuant to any material
contract, instrument, agreement, relationship or legal obligation to which the Investor is subject or to which any of its assets,
operations or management may be subject.


 






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Section 3.8              
DISCLOSURE; ACCESS TO INFORMATION. The Investor had an opportunity to review copies of the SEC Documents filed on
behalf of the Company and has had access to all publicly available information with respect to the Company; provided, however,
that the Investor makes no representation or warranty hereunder with respect to any SEC Document and is relying on the representations
and warranties of the Company in Article IV with respect to the SEC Documents.


 


Section 3.9              
MANNER OF SALE. At no time was the Investor presented with or solicited by or through any leaflet, public promotional
meeting, television advertisement or any other form of general solicitation or advertisement regarding the Securities.


 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents and warrants to the Investor
that, except as set forth in the disclosure schedules hereto that as of the Execution Date and at each Closing Date:


 


Section 4.1              
ORGANIZATION OF THE COMPANY. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the state of Delaware, with the requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted. Each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Each of the Company
and the Subsidiaries is not in violation or default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in a Material Adverse Effect and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


Section 4.2              
AUTHORITY. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction
Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of the Company or its board of directors or stockholders
is required. Each of this Agreement and the other Transaction Documents has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally
the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


Section 4.3              
CAPITALIZATION. As of the Execution Date, the authorized capital stock of the Company is as set forth in the SEC
Documents. Except as set forth in the SEC Documents or on Schedule 4.3, the Company has not issued any capital stock since
its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under
the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee
stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the
most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set
forth in the SEC Documents or on Schedule 4.3, and except as a result of the purchase and sale of the Securities, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe
for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale
of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the
Investor) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset
price under any of such securities. There are no stockholders agreements, voting agreements or other similar agreements with respect
to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any
of the Company’s stockholders.


 






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Section 4.4              
LISTING AND MAINTENANCE REQUIREMENTS. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration. Except as set forth on Schedule 4.4(a), the Company has not, in the twelve (12) months preceding
the Execution Date, received notice from the Principal Market to the effect that the Company is not in compliance with the listing
or maintenance requirements of such Principal Market. Except as set forth on Schedule 4.4(b), the Company is, and has no
reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance
requirements.


 


Section 4.5              
SEC DOCUMENTS; DISCLOSURE. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the one (1) year preceding the Execution Date (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as
applicable, and other federal laws, rules and regulations applicable to such SEC Documents, and none of the SEC Documents when
filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial
statements of the Company included in the SEC Documents comply as to form and substance in all material respects with applicable
accounting requirements and the published rules and regulations of the SEC or other applicable rules and regulations with respect
thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a
consistent basis during the periods involved (except (a) as may be otherwise indicated in such financial statements or the notes
thereto or (b) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and
the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments). The Company maintains a system of internal accounting controls appropriate for its size. There is
no transaction, arrangement, or other relationship between the Company and an unconsolidated or other off balance sheet entity
that is not disclosed by the Company in its financial statements or otherwise that would be reasonably likely to have a Material
Adverse Effect. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Investor will rely on the foregoing representation in effecting transactions in securities of the Company.


 






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Section 4.6              
VALID ISSUANCES. The Securities are duly authorized and, when issued and paid for in accordance with the applicable
Transaction Documents, will be validly issued, fully paid, and non-assessable, free and clear of all Liens imposed by the Company,
other than restrictions on transfer provided for in the Transaction Documents and under the Securities Act.


 


Section 4.7              
NO CONFLICTS. The execution, delivery and performance of this Agreement and the other Transaction Documents by the
Company, and the consummation by the Company of the transactions contemplated hereby and thereby, including, without limitation,
the issuance of the Put Shares and the Commitment Shares, do not and will not: (a) result in a violation of the Company’s
or any Subsidiary’s certificate or articles of incorporation, by-laws or other organizational or charter documents, (b) conflict
with, or constitute a material default (or an event that with notice or lapse of time or both would become a material default)
under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others
any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, instrument or any “lock-up”
or similar provision of any underwriting or similar agreement to which the Company or any Subsidiary is a party, or (c) result
in a violation of any federal, state or local law, rule, regulation, order, judgment or decree (including federal and state securities
laws and regulations) applicable to the Company or any Subsidiary or by which any property or asset of the Company or any Subsidiary
is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations
as would not, individually or in the aggregate, have a Material Adverse Effect), nor is the Company otherwise in violation of,
conflict with or in default under any of the foregoing. The business of the Company is not being conducted in violation of any
law, ordinance or regulation of any governmental entity, except for possible violations that either singly or in the aggregate
do not and will not have a Material Adverse Effect. The Company is not required under federal, state or local law, rule or regulation
to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency in
order for it to execute, deliver or perform any of its obligations under this Agreement or the other Transaction Documents (other
than any SEC, FINRA or state securities filings that may be required to be made by the Company in connection with the issuance
of the Commitment Shares or subsequent to any Closing or any registration statement that may be filed pursuant hereto); provided
that, for purposes of the representation made in this sentence, the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of Investor herein.


 


Section 4.8              
NO MATERIAL ADVERSE CHANGE. No event has occurred that would have a Material Adverse Effect on the Company or any
Subsidiary that has not been disclosed in subsequent SEC filings.


 


Section 4.9              
LITIGATION AND OTHER PROCEEDINGS. Except as set forth on Schedule 4.9, there are no actions, suits, investigations,
inquiries or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary
or any of their respective properties, nor has the Company received any written or oral notice of any such action, suit, proceeding,
inquiry or investigation, which would have a Material Adverse Effect or would require disclosure under the Securities Act or the
Exchange Act. No judgment, order, writ, injunction or decree or award has been issued by or, to the knowledge of the Company, requested
of any court, arbitrator or governmental agency which would have a Material Adverse Effect. There has not been, and to the knowledge
of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any Subsidiary, or any
current or former director or officer of the Company or any Subsidiary.


 






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Section 4.10           
REGISTRATION RIGHTS. Except as set forth on Schedule 4.10, no Person (other than the Investor) has any right
to cause the Company to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


Section 4.11           
INVESTOR’S STATUS. The Company acknowledges and agrees that the Investor is acting solely in the capacity of
arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The
Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by
the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated
hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the
Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation
by the Company and its representatives and advisors.


 


Section 4.12           
NO GENERAL SOLICITATION; NO INTEGRATED OFFERING. Neither the Company, any Subsidiary, nor any of their respective
affiliates, nor any Person acting on their behalf, has engaged in any form of general solicitation or general advertising (within
the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Neither the Company,
any Subsidiary, nor any of their respective affiliates, nor any Person acting on their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of the offer and sale of any of the Securities under the Securities Act, whether through integration with prior offerings or otherwise,.
Upon the receipt of stockholder approval, the issuance and sale of the Securities hereunder will not contravene the rules and regulations
of the Principal Market.


 


Section 4.13           
INTELLECTUAL PROPERTY RIGHTS. The Company and each Subsidiary own or possess adequate rights or licenses to use all
material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses
as now conducted. None of the Company’s, nor any Subsidiary’s Intellectual Property has expired or terminated, or,
by the terms and conditions thereof, could expire or terminate within three years from the date of this Agreement if such expiration
or termination could reasonably be expected to have a Material Adverse Effect. The Company does not have any knowledge of any infringement
by the Company and/or any Subsidiary of any material Intellectual Property of others, or of any such development of similar or
identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against,
or to the Company’s knowledge, being threatened against, the Company and/or any Subsidiary regarding the infringement of
any Intellectual Property, which could reasonably be expected to have a Material Adverse Effect.


 


Section 4.14           
ENVIRONMENTAL LAWS. To the Company’s knowledge, the Company and each Subsidiary (i) is in compliance with any
and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its respective
businesses and (iii) is in compliance with all terms and conditions of any such permit, license or approval, except where, in each
of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect.


 






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Section 4.15           
TITLE. Except as disclosed in the SEC Documents, the Company and each Subsidiary has good and marketable title in
fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material
to the business of the Company and each Subsidiary, in each case free and clear of all Liens and, except for Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company or any Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent
nor subject to penalties. Any real property and facilities held under lease by the Company or any Subsidiary is held under valid,
subsisting and enforceable leases with which the Company is in compliance with such exceptions as are not material and do not interfere
with the use made and proposed to be made of such property and buildings by the Company or any Subsidiary.


 


Section 4.16           
INSURANCE. The Company and each Subsidiary is insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in
which the Company and each Subsidiary is engaged. Neither the Company, nor any Subsidiary has been refused any insurance coverage
sought or applied for, and the Company has no reason to believe that it or any Subsidiary will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings,
business or operations of the Company, taken as a whole.


 


Section 4.17           
REGULATORY PERMITS. The Company and each Subsidiary possesses all material certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its businesses, and neither the
Company, nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate,
authorization or permit.


 


Section 4.18           
TAX STATUS. The Company and each Subsidiary has made or filed all federal and state income and all other material
tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the
Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid
all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns,
reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company know of no basis for any such claim.


 


Section 4.19           
TRANSACTIONS WITH AFFILIATES. Except as set forth in the SEC Documents, none of the officers or directors of the
Company or any Subsidiary, and to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge
of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner, in each case in excess of the lesser of (i) $120,000 or (ii) one percent of the average of the Company’s
total assets at year end for the last two completed fiscal years, other than for (i) payment of salary or consulting fees for services
rendered, (ii) reimbursement for expenses incurred on behalf of the Company or any Subsidiary and (iii) other employee benefits,
including stock option agreements under any stock option plan of the Company.


 






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Section 4.20           
APPLICATION OF TAKEOVER PROTECTIONS. The Company and its board of directors have taken or will take prior to the
Execution Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the articles of
incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result of
the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities
and the Investor’s ownership of the Securities.


 


Section 4.21           
FOREIGN CORRUPT PRACTICES. Neither the Company, any Subsidiary, nor to the knowledge of the Company, any agent or
other Person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions,
gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment
to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate
funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any Person acting on its
behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the
Foreign Corrupt Practices Act of 1977, as amended.


 


Section 4.22           
SARBANES-OXLEY. The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which
are applicable to it.


 


Section 4.23           
CERTAIN FEES. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of any Persons for fees of a type contemplated in this Section 4.23 that may be due in connection
with the transactions contemplated by the Transaction Documents.


 


Section 4.24           
INVESTMENT COMPANY. The Company is not an “investment company” within the meaning of the Investment Company
Act of 1940, as amended.


 


Section 4.25           
ACCOUNTANTS. The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company,
such accountants are an independent registered public accounting firm as required by the Securities Act.


 


Section 4.26           
NO MARKET MANIPULATION. Neither the Company, nor any Subsidiary has, and to its knowledge no Person acting on either
of their behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased,
or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any
compensation for soliciting another to purchase any other securities of the Company.


 


Section 4.27           
NO DISQUALIFICATION EVENTS. None of the Company, any Subsidiary, any of their predecessors, any affiliated issuer,
any director, executive officer, other officer of the Company or any Subsidiary participating in the offering contemplated hereby,
any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting
power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity
at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether
any Issuer Covered Person is subject to a Disqualification Event.


 






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Section 4.28           
MONEY LAUNDERING. The Company and each Subsidiary is in compliance with, and has not previously violated, the USA
PATRIOT ACT of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited
to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control,
including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any
regulations contained in 31 CFR, Subtitle B, Chapter V.


 


Section 4.29           
ILLEGAL OR UNAUTHORIZED PAYMENTS; POLITICAL CONTRIBUTIONS. Neither the Company, nor any Subsidiary has, nor, to the
best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors,
employees, agents or other representatives of the Company, any Subsidiary or any other business entity or enterprise with which
the Company is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution
or gift of money, property, or services, whether or not in contravention of applicable law, (a) as a kickback or bribe to any Person
or (b) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal
political contributions not involving the direct or indirect use of funds of the Company.


 


Section 4.30           
SHELL COMPANY STATUS. The Company is not currently an issuer identified in Rule 144(i)(1)(i) under the Securities
Act, is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, has filed all reports and other materials
required to be filed by Section 13 or 15(d) of the Exchange Act, as applicable during the preceding 12 months, and, as of a date
at least one year prior to the Execution Date, has filed current “Form 10 information” with the SEC (as defined in
Rule 144(i)(3) of the Securities Act) reflecting its status as an entity that is no longer an issuer described in Rule 144(i)(1)(i)
of the Securities Act.


 


Section 4.31           
ABSENCE OF SCHEDULES. In the event that on the Execution Date, the Company does not deliver any disclosure schedule
contemplated by this Agreement, the Company hereby acknowledges and agrees that (i) each such undelivered disclosure schedule shall
be deemed to read as follows: “Nothing to Disclose”, and (ii) the Investor has not otherwise waived delivery of such
disclosure schedule.


 


Article
V

COVENANTS OF INVESTOR


 


Section 5.1              
COMPLIANCE WITH LAW; TRADING IN SECURITIES. The Investor’s trading activities with respect to shares of Common
Stock will be in compliance with all applicable state and federal securities laws and regulations and the rules and regulations
of FINRA and the Principal Market.


 


Section 5.2              
SHORT SALES AND CONFIDENTIALITY. Neither the Investor, nor any affiliate of the Investor acting on its behalf or
pursuant to any understanding with it, will execute any Short Sales during the period from the Execution Date to the end of the
Commitment Period. For the purposes hereof, and in accordance with Regulation SHO, the sale after delivery of a Put Notice of such
number of shares of Common Stock reasonably expected to be purchased under a Put Notice shall not be deemed a Short Sale. The Investor
shall, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company in accordance with
the terms of this Agreement, maintain the confidentiality of the existence and terms of this transaction and the information included
in the Transaction Documents. The Investor agrees not to disclose any Confidential Information of the Company to any third party,
except for attorneys, accountants, advisors who have a need to know such Confidential Information and are bound by confidentiality,
and shall not use any Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions
contemplated hereby. The Investor acknowledges that the Confidential Information of the Company shall remain the property of the
Company and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed
by the Company.


 






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Article
VI

COVENANTS OF THE COMPANY


 


Section 6.1              
REMOVED AND RESERVED.


 


Section 6.2              
LISTING OF COMMON STOCK. The Company shall promptly secure the listing of all of the Put Shares and Commitment Shares
to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and shall use commercially
reasonable best efforts to maintain, so long as any shares of Common Stock shall be so listed, the listing of all such Put Shares
and Commitment Shares from time to time issuable hereunder. The Company shall use its commercially reasonable efforts to continue
the listing and trading of the Common Stock on the Principal Market (including, without limitation, maintaining sufficient net
tangible assets) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws
or rules of FINRA and the Principal Market. The Company shall not take any action that would reasonably be expected to result in
the delisting or suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than
the following Trading Day, provide to the Investor copies of any notices it receives from any Person regarding the continued eligibility
of the Common Stock for listing on the Principal Market. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 6.2). The Company shall take all action necessary to ensure that its Common Stock can
be transferred electronically as DWAC Shares.


 


Section 6.3              
OTHER EQUITY LINES. So long as this Agreement remains in effect, the Company covenants and agrees that it will not,
without the prior written consent of the Investor, enter into any other equity line of credit agreement with any other party, without
the Investor’s prior written consent, which consent may be granted or withheld in the Investor’s sole and absolute
discretion.


 


Section 6.4              
FILING OF CURRENT REPORT AND REGISTRATION STATEMENT. The Company agrees that it shall file a Current Report on Form
8-K, including the Transaction Documents as exhibits thereto, with the SEC within the time required by the Exchange Act, relating
to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents (the “Current
Report”). The Company shall permit the Investor to review and comment upon the final pre-filing draft version of the
Current Report at least two (2) Trading Days prior to its filing with the SEC, and the Company shall give reasonable consideration
to all such comments. The Investor shall use its reasonable best efforts to comment upon the final pre-filing draft version of
the Current Report within one (1) Trading Day from the date the Investor receives it from the Company. Pursuant to the terms of
the Registration Rights Agreement, the Company shall also file with the SEC, on or before the fifth (5th) day following the Execution
Date, a new registration statement on Form S-1 (the “Registration Statement”) covering only the resale of the
Put Shares and Commitment Shares.


 


Section 6.5              
ISSUANCE OF COMMITMENT SHARES. In consideration for the Investor’s execution and delivery of, and performance
under this Agreement, the Company shall cause the Transfer Agent to issue the Commitment Shares to the Investor on the Execution
Date. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Execution Date, and the issuance
of the Commitment Shares is not contingent upon any other event or condition, including, without limitation, the effectiveness
of the Registration Statement or the Company’s submission of a Put Notice to the Investor and irrespective of any termination
of this Agreement. The Company shall include on any registration statement filed with the SEC, all Commitment Shares, provided
that, in addition to all other remedies at law or in equity or otherwise under this Agreement, failure to do so will result in
liquidated damages of $25,000.00, being immediately due and payable to the Investor at its election in the form of cash payment.


 






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Section 6.6              
DUE DILIGENCE; CONFIDENTIALITY; NON-PUBLIC INFORMATION. The Investor shall have the right, from time to time as the
Investor may reasonably deem appropriate, to perform reasonable due diligence on the Company during normal business hours. The
Company, each Subsidiary and their respective officers and employees shall provide information and reasonably cooperate with the
Investor in connection with any reasonable request by the Investor related to the Investor’s due diligence of the Company.
The Company agrees not to disclose any Confidential Information of the Investor to any third party, except for attorneys, accountants,
advisors who have a need to know such Confidential Information and are bound by confidentiality, and shall not use any Confidential
Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. The Company
acknowledges that the Confidential Information of the Investor shall remain the property of the Investor and agrees that it shall
take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the Investor. The Company confirms
that neither it nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information
that constitutes or might constitute material, non-public information, unless a simultaneous public announcement thereof is made
by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company or
any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other
remedy provided herein or in the other Transaction Documents, the Investor shall have the right to make a public disclosure, in
the form of a press release, public advertisement or otherwise, of such material, non-public information without the prior approval
by the Company; provided the Investor shall have first provided notice to the Company that it believes it has received information
that constitutes material, non-public information, and the Company shall have had at least twenty-four (24) hours to publicly disclose
such material, non-public information prior to any such disclosure by the Investor, and the Company shall have failed to publicly
disclose such material, non-public information within such time period. The Investor shall not have any liability to the Company,
any Subsidiary, or any of their respective directors, officers, employees, stockholders, affiliates or agents, for any such disclosure.
The Company understands and confirms that the Investor shall be relying on the foregoing covenants in effecting transactions in
securities of the Company.


 


Section 6.7              
PURCHASE RECORDS. The Company shall maintain records showing the Available Amount at any given time and the date,
Investment Amount and Put Shares for each Option 1 Put or Option 2 Put, contained in the applicable Put Notice.


 


Section 6.8              
TAXES. The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the
issuance and delivery of any shares of Common Stock to the Investor made under this Agreement.


 


Section 6.9              
USE OF PROCEEDS. The Company will use the net proceeds from the offering of Put Shares hereunder in the manner described
in the Registration Statement or the SEC Documents.


 


Section 6.10           
OTHER TRANSACTIONS. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan,
arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability
or right of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation
of the Company to deliver the Put Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction
Documents.


 






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Section 6.11           
INTEGRATION. In any case subject to the terms of the Registration Rights Agreement, from and after the Execution
Date, neither the Company, nor or any of its Subsidiaries or affiliates will, and the Company shall use its reasonable best efforts
to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales of any security or solicit
any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities
under the Securities Act.


 


Section 6.12           
[Intentionally Omitted.]


 


Section 6.13           
TRANSACTION DOCUMENTS. On the Execution Date, the Company shall deliver to the Investor executed copies of all of
the Transaction Documents.


 


Article
VII

CONDITIONS TO DELIVERY OF PUT NOTICES AND CONDITIONS TO CLOSING


 


Section 7.1              
CONDITIONS PRECEDENT TO THE RIGHT OF THE COMPANY TO ISSUE AND SELL PUT SHARES. The right of the Company to issue
and sell the Put Shares to the Investor is subject to the satisfaction of each of the conditions set forth below:


 


(a)               
ACCURACY OF INVESTOR’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Investor
shall be true and correct in all material respects as of the Execution Date and as of the date of each Closing as though made at
each such time.


 


(b)               
DELIVERY OF DOCUMENTS. The Investor shall have executed each of the Transaction Documents
and delivered the same to the Company.


 


(c)               
REGISTRATION STATEMENT. The Company shall not have the right to issue any Put Shares if, as of the date of the Closing
for such issuance and sale, the Registration Statement, and any amendment or supplement thereto, shall fail to be and remain effective
for the resale by the Investor of the Put Shares and Commitment Shares.


 


Section 7.2              
CONDITIONS PRECEDENT TO THE OBLIGATION OF INVESTOR TO PURCHASE PUT SHARES. The obligation of the Investor hereunder
to purchase Put Shares is subject to the satisfaction of each of the following conditions:


 


(a)               
REGISTRATION STATEMENT. The Registration Statement, and any amendment or supplement thereto, shall be and remain
effective for the resale by the Investor of the Put Shares and the Commitment Shares and (i) neither the Company nor the Investor
shall have received notice that the SEC has issued or intends to issue a stop order with respect to such Registration Statement
or that the SEC otherwise has suspended or withdrawn the effectiveness of such Registration Statement, either temporarily or permanently,
or intends or has threatened to do so and (ii) no other suspension of the use of, or withdrawal of the effectiveness of, such Registration
Statement or related prospectus shall exist. The Company shall have prepared and filed with the SEC a final and complete prospectus
(the preliminary form of which shall be included in the Registration Statement) and shall have delivered to the Investor a true
and complete copy thereof. Such prospectus shall be current and available for the resale by the Investor of all of the Securities
covered thereby.


 


(b)               
ACCURACY OF THE COMPANY’S REPRESENTATIONS AND WARRANTIES. The representations and warranties of the Company
shall be true and correct in all material respects as of the Execution Date and as of the date of each Closing (except for representations
and warranties under the first sentence of Section 4.3, which are specifically made as of the Execution Date and shall be
true and correct in all respects as of the Execution Date).


 






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(c)               
PERFORMANCE BY THE COMPANY. The Company shall have performed, satisfied and complied in all material respects with
all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company.


 


(d)               
NO INJUNCTION. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
entered, promulgated or adopted by any court or governmental authority of competent jurisdiction that prohibits or directly and
materially adversely affects any of the transactions contemplated by the Transaction Documents, and no proceeding shall have been
commenced that may have the effect of prohibiting or materially adversely affecting any of the transactions contemplated by the
Transaction Documents.


 


(e)               
ADVERSE CHANGES. Since the date of filing of the Company’s most recent SEC Document, no event that had or is
reasonably likely to have a Material Adverse Effect has occurred.


 


(f)                
NO SUSPENSION OF TRADING IN OR DELISTING OF COMMON STOCK. The trading of the Common Stock shall not have been suspended
by the SEC, the Principal Market or FINRA, or otherwise halted for any reason, and the Common Stock shall have been approved for
listing or quotation on and shall not have been delisted from the Principal Market. In the event of a suspension, delisting, or
halting for any reason, of the trading of the Common Stock, as contemplated by this Section 7.2(f), the Investor shall have
the right to return to the Company any remaining amount of Put Shares associated with such Option 1 Put or Option 2 Put, and the
Option 1 Purchase Price or Option 2 Purchase Price (as applicable) with respect to such Option 1 Put or Option 2 Put shall be reduced
accordingly.


 


(g)               
BENEFICIAL OWNERSHIP LIMITATION. As of the date of the Closing for such issuance and sale, the number of Put Shares
to be purchased by the Investor shall not exceed the number of such shares that, when aggregated with all other shares of Common
Stock then owned by the Investor beneficially or deemed beneficially owned by the Investor, would result in the Investor owning
more than the Beneficial Ownership Limitation (as defined below), as determined in accordance with Section 16 of the Exchange Act
and the regulations promulgated thereunder. For purposes of this Section 7.2(g), in the event that the amount of Common
Stock outstanding, as determined in accordance with Section 16 of the Exchange Act and the regulations promulgated thereunder,
is greater on a Closing Date than on the date upon which the Put Notice associated with such Closing Date is given, the amount
of Common Stock outstanding on such Closing Date shall govern for purposes of determining whether the Investor, when aggregating
all purchases of Common Stock made pursuant to this Agreement, would own more than the Beneficial Ownership Limitation following
such Closing Date. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable pursuant to a Put Notice.


 


(h)               
NO KNOWLEDGE. The Company shall have no knowledge of any event more likely than not to have the effect of causing
the Registration Statement to be suspended or otherwise ineffective (which event is more likely than not to occur within the fifteen
(15) Trading Days following the Trading Day on which such Put Notice is deemed delivered). The Company shall have no knowledge
of any untrue statement (or alleged untrue statement) of a material fact or omission (or alleged omission) of a material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, in the Registration Statement, any effective registration statement filed pursuant to the Registration Rights Agreement
or any post-effective amendment or prospectus which is a part of the foregoing, unless the Company has filed an amendment with
the SEC or taken such other.


 






    - 19 -


     


    

 


(i)                
NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT. The issuance of the Put Shares shall not violate the shareholder
approval requirements of the Principal Market.


 


(j)                
OFFICER’S CERTIFICATE. On the date of delivery of each Put Notice, the Investor shall have received the Closing
Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have
been satisfied as of the date of each such certificate.


 


(k)               
DWAC ELIGIBLE. The Common Stock must be DWAC Eligible and not subject to a “DTC chill.”


 


(l)                
SEC DOCUMENTS. All reports, schedules, registrations, forms, statements, information and other documents required
to have been filed by the Company with the SEC pursuant to the reporting requirements of the Exchange Act (other than Forms 8-K)
shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act.


 


(m)             
TRANSFER AGENT INSTRUCTION LETTER. The Transfer Agent Instruction Letter shall have been executed and delivered by
the Company to the Transfer Agent and acknowledged and agreed to in writing by the Transfer Agent, and the Company shall have no
knowledge of any fact or circumstance that would prevent the Transfer Agent from complying with the terms of the Transfer Agent
Instruction Letter.


 


(n)               
REMOVED AND RESERVED.


 


(o)               
MINIMUM PRICING. The lowest traded price of the Common Stock in the five (5) Trading Days immediately preceding the
respective Put Date must exceed the Floor Price.


 


(p)               
NO VIOLATION. No statute, regulation, order, guidance, decree, writ, ruling or injunction shall have been enacted,
entered, promulgated, threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent
jurisdiction, including, without limitation, the SEC, which prohibits the consummation of or which would materially modify or delay
any of the transactions contemplated by the Transaction Documents.


 


(q)               
LEGAL OPINION. The Company shall cause to be delivered to the Investor a written opinion of counsel reasonably satisfactory
to the Investor, in form and substance reasonably satisfactory to the Investor and its counsel, relating to the availability and
effectiveness of the Registration Statement, as supplemented by any prospectus supplement or amendment thereto, and regarding the
Company’s compliance with the Delaware Statutes and the federal securities laws of the United States in the issuance, sale
and registration of the Put Shares and Commitment Shares.


 


Article
VIII

LEGENDS


 


Section 8.1              
NO RESTRICTIVE STOCK LEGEND. No restrictive stock legend shall be placed on the share certificates representing the
Put Shares.


 


Section 8.2              
INVESTOR’S COMPLIANCE. Nothing in this Article VIII shall affect in any way the Investor’s obligations
hereunder to comply with all applicable securities laws upon the sale of the Common Stock.


 






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Article
IX

NOTICES; INDEMNIFICATION


 


Section 9.1              
NOTICES. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder
shall be in writing and, unless otherwise specified herein, shall be (a) personally served, (b) deposited in the mail, registered
or certified, return receipt requested, postage prepaid, (c) delivered by reputable air courier service with charges prepaid, or
(d) transmitted by hand delivery, telegram, or e-mail as a PDF, addressed as set forth below or to such other address as such party
shall have specified most recently by written notice given in accordance herewith. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (i) upon hand delivery or delivery by e-mail at the address designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business
day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be
received) or (ii) on the second business day following the date of mailing by express courier service or on the fifth business
day after deposited in the mail, in each case, fully prepaid, addressed to such address, or upon actual receipt of such mailing,
whichever shall first occur.


 


The addresses for such communications shall
be:


 


If to the Company:


 








Predictive Oncology Inc.


2915 Commers Drive,


Suite 900


Eagan, MN 55121


Attention: Robert Myers, CFO


E-mail: rmyers@skylinemedical.com


Phone: 651-389-4508


 


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


 


Maslon LLP


3300 Wells Fargo Center


90 South Seventh Street


Minneapolis, MN 55402


E-mail: martin.rosenbaum@maslon.com


Attention: Martin R. Rosenbaum, Esq.


Phone: 612-672-8326







 


If to the Investor:


 








Oasis Capital, LLC


208 Ponce de Leon Ave, Suite 1600


San Juan, PR 00918


E-mail: adam@oasis-cap.com


Attention: Adam Long, Managing Partner


 


with a copy to (that shall not constitute notice)


 


K&L Gates LLP


200 S. Biscayne Blvd., Suite 3900


Miami, FL 33131


E-mail: john.owens@klgates.com


Attention: John D. Owens, III, Esq.








 






    - 21 -


     


    

 


Either party hereto may from time to time change its address or
e-mail for notices under this Section 9.1 by giving at least ten (10) days’ prior written notice of such changed address
to the other party hereto.


 


Section 9.2              
INDEMNIFICATION. Each party hereto (an “Indemnifying Party”) agrees to indemnify and hold harmless
the other party along with its officers, directors, employees, and authorized agents and representatives, and each Person or entity,
if any, who controls such party within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or the
rules and regulations thereunder (an “Indemnified Party”) from and against any and all Damages, joint or several,
and any and all actions in respect thereof to which the Indemnified Party becomes subject to, resulting from, arising out of or
relating to (i) any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement
on the part of the Indemnifying Party contained in this Agreement, (ii) any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any registration statement pursuant to the Registration Rights Agreement or any post-effective
amendment thereof or supplement 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, (iii) any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus or contained in the final prospectus (as amended or supplemented, if the
Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any
material fact necessary to make the statements made therein, in the light of the circumstances under which the statements therein
were made, not misleading, or (iv) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any
state securities law or any rule or regulation under the Securities Act, the Exchange Act or any state securities law, as such
Damages are incurred, except to the extent such Damages result primarily from the Indemnified Party’s failure to perform
any covenant or agreement contained in this Agreement or the Indemnified Party’s negligence, recklessness, fraud, willful
misconduct or bad faith in performing its obligations under this Agreement; provided, however, that the foregoing
indemnity agreement shall not apply to any Damages of an Indemnified Party to the extent, but only to the extent, arising out of
or based upon any untrue statement or alleged untrue statement or omission or alleged omission made by an Indemnifying Party in
reliance upon and in conformity with written information furnished to the Indemnifying Party by the Indemnified Party expressly
for use in the Registration Statement, any post-effective amendment thereof or supplement thereto, or any preliminary prospectus
or final prospectus (as amended or supplemented).


 


Section 9.3              
METHOD OF ASSERTING INDEMNIFICATION CLAIMS. All claims for indemnification by any Indemnified Party under Section
9.2 shall be asserted and resolved as follows:


 


(a)               
In the event any claim or demand in respect of which an Indemnified Party might seek indemnity under Section 9.2
is asserted against or sought to be collected from such Indemnified Party by a Person other than a party hereto or an affiliate
thereof (a “Third Party Claim”), the Indemnified Party shall deliver a written notification, enclosing a copy
of all papers served, if any, and specifying the nature of and basis for such Third Party Claim and for the Indemnified Party’s
claim for indemnification that is being asserted under any provision of Section 9.2 against an Indemnifying Party, together
with the amount or, if not then reasonably ascertainable, the estimated amount, determined in good faith, of such Third Party Claim
(a “Claim Notice”) with reasonable promptness to the Indemnifying Party. If the Indemnified Party fails to provide
the Claim Notice with reasonable promptness after the Indemnified Party receives notice of such Third Party Claim, the Indemnifying
Party shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying
Party’s ability to defend has been prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify
the Indemnified Party as soon as practicable within the period ending thirty (30) calendar days following receipt by the Indemnifying
Party of either a Claim Notice or an Indemnity Notice (as defined below) (the “Dispute Period”) whether the
Indemnifying Party disputes its liability or the amount of its liability to the Indemnified Party under Section 9.2 and
whether the Indemnifying Party desires, at its sole cost and expense, to defend the Indemnified Party against such Third Party
Claim.


 






    - 22 -


     


    

 


(i)                
If the Indemnifying Party notifies the Indemnified Party within the Dispute Period that the Indemnifying Party desires to
defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.3(a), then the Indemnifying
Party shall have the right to defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense
of the Indemnifying Party, such Third Party Claim by all appropriate proceedings, which proceedings shall be vigorously and diligently
prosecuted by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but
only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment
of monetary damages or that provides for the payment of monetary damages as to which the Indemnified Party shall not be indemnified
in full pursuant to Section 9.2). The Indemnifying Party shall have full control of such defense and proceedings, including
any compromise or settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense
of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to in the first sentence
of this clause (i), file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes
to be necessary or appropriate to protect its interests; and provided, further, that if requested by the Indemnifying
Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the
Indemnifying Party in contesting any Third Party Claim that the Indemnifying Party elects to contest. The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant
to this clause (i), and except as provided in the preceding sentence, the Indemnified Party shall bear its own costs and expenses
with respect to such participation. Notwithstanding the foregoing, the Indemnified Party may takeover the control of the defense
or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity under Section 9.2 with
respect to such Third Party Claim.


 


(ii)              
If the Indemnifying Party fails to notify the Indemnified Party within the Dispute Period that the Indemnifying Party desires
to defend the Third Party Claim pursuant to this Section 9.3(a), or if the Indemnifying Party gives such notice but fails
to prosecute vigorously and diligently or settle the Third Party Claim, or if the Indemnifying Party fails to give any notice whatsoever
within the Dispute Period, then the Indemnified Party shall have the right to defend, at the sole cost and expense of the Indemnifying
Party, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted by the Indemnified Party in
a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party(with the consent of the Indemnifying
Party, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings,
including any compromise or settlement thereof; provided, however, that if requested by the Indemnified Party, the Indemnifying
Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and
its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. Notwithstanding the foregoing provisions
of this clause (ii), if the Indemnifying Party has notified the Indemnified Party within the Dispute Period that the Indemnifying
Party disputes its liability or the amount of its liability hereunder to the Indemnified Party with respect to such Third Party
Claim and if such dispute is resolved in favor of the Indemnifying Party in the manner provided in clause (iii) below, the Indemnifying
Party will not be required to bear the costs and expenses of the Indemnified Party’s defense pursuant to this clause (ii)
or of the Indemnifying Party’s participation therein at the Indemnified Party’s request, and the Indemnified Party
shall reimburse the Indemnifying Party in full for all reasonable costs and expenses incurred by the Indemnifying Party in connection
with such litigation. The Indemnifying Party may participate in, but not control, any defense or settlement controlled by the Indemnified
Party pursuant to this clause (ii), and the Indemnifying Party shall bear its own costs and expenses with respect to such participation.


 






    - 23 -


     


    

 


(iii)            
If the Indemnifying Party notifies the Indemnified Party that it does not dispute its liability or the amount of its liability
to the Indemnified Party with respect to the Third Party Claim under Section 9.2 or fails to notify the Indemnified Party
within the Dispute Period whether the Indemnifying Party disputes its liability or the amount of its liability to the Indemnified
Party with respect to such Third Party Claim, the amount of Damages specified in the Claim Notice shall be conclusively deemed
a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay the amount of such Damages
to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the amount of its liability
with respect to such Third Party Claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate
a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after
the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(b)               
In the event any Indemnified Party should have a claim under Section 9.2 against the Indemnifying Party that does
not involve a Third Party Claim, the Indemnified Party shall deliver a written notification of a claim for indemnity under Section
9.2 specifying the nature of and basis for such claim, together with the amount or, if not then reasonably ascertainable, the
estimated amount, determined in good faith, of such claim (an “Indemnity Notice”) with reasonable promptness
to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s
rights hereunder except to the extent that the Indemnifying Party demonstrates that it has been irreparably prejudiced thereby.
If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim or the amount of the claim described
in such Indemnity Notice or fails to notify the Indemnified Party within the Dispute Period whether the Indemnifying Party disputes
the claim or the amount of the claim described in such Indemnity Notice, the amount of Damages specified in the Indemnity Notice
will be conclusively deemed a liability of the Indemnifying Party under Section 9.2 and the Indemnifying Party shall pay
the amount of such Damages to the Indemnified Party on demand. If the Indemnifying Party has timely disputed its liability or the
amount of its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith
to negotiate a resolution of such dispute; provided, however, that if the dispute is not resolved within thirty (30) days after
the Claim Notice, the Indemnifying Party shall be entitled to institute such legal action as it deems appropriate.


 


(c)               
The Indemnifying Party agrees to pay the Indemnified Party, promptly as such expenses are incurred and are due and payable,
for any reasonable legal fees or other reasonable expenses incurred by them in connection with investigating or defending any such
Claim.


 


(d)               
The indemnity provisions contained herein shall be in addition to (i) any cause of action or similar rights of the Indemnified
Party against the Indemnifying Party or others, and (ii) any liabilities the Indemnifying Party may be subject to.


 


Article
X

MISCELLANEOUS


 


Section 10.1           
GOVERNING LAW. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Kansas
without regard to the principles of conflicts of law (whether of the State of Kansas or any other jurisdiction).


 


Section 10.2           
ARBITRATION. Any disputes, claims, or controversies arising out of or relating to the Transaction Documents, or the
transactions, contemplated thereby, or the breach, termination, enforcement, interpretation or validity thereof, including the
determination of the scope or applicability of this Agreement to arbitrate, shall be referred to and resolved solely and exclusively
by binding arbitration to be conducted before the Judicial Arbitration and Mediation Service (“JAMS” ), or its
successor pursuant the expedited procedures set forth in the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”
), including Rules 16.1 and 16.2 of those Rules. The arbitration shall be held in New York, New York, before a tribunal consisting
of three (3) arbitrators each of whom will be selected in accordance with the “strike and rank” methodology set forth
in Rule 15. Either party to this Agreement may, without waiving any remedy under this Agreement, seek from any federal or state
court sitting in the State of Kansas any interim or provisional relief that is necessary to protect the rights or property of that
party, pending the establishment of the arbitral tribunal. The costs and expenses of such arbitration shall be paid by and be the
sole responsibility of the Company, including but not limited to the Investor’s attorneys’ fees and each arbitrator’s
fees. The arbitrators’ decision must set forth a reasoned basis for any award of damages or finding of liability. The arbitrators’
decision and award will be made and delivered as soon as reasonably possibly and in any case within sixty (60) days’ following
the conclusion of the arbitration hearing and shall be final and binding on the parties and may be entered by any court having
jurisdiction thereof.


 






    - 24 -


     


    

 


Section 10.3           
JURY TRIAL WAIVER. THE COMPANY AND THE INVESTOR HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTION
DOCUMENTS.


 


Section 10.4           
ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Company and the Investor and their
respective successors. Neither this Agreement nor any rights of the Investor or the Company hereunder may be assigned by either
party to any other Person.


 


Section 10.5           
NO THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company and the Investor and their
respective successors, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
set forth in Article IX.


 


Section 10.6           
TERMINATION. At any time after the effectiveness of the Registration Statement, the
Company shall have the option to terminate this Agreement for any reason or for no reason by delivering written notice (a “Company
Termination Notice”) to the Investor electing to terminate this Agreement without any liability whatsoever of any party
to any other party under this Agreement (except as set forth below). The Company Termination Notice shall not be effective until
one business day after it has been received by the Investor, provided that this Agreement cannot be terminated (i) while the Investor
holds any Put Shares and (ii) prior to the expiration of the Registration Period (as defined in the Registration Rights Agreement).
In addition, this Agreement shall automatically terminate on the earlier of (i) the end of the Commitment Period; (ii) the
date that the Company sells and the Investor purchases the Maximum Commitment Amount; or (iii) the date in which the Registration
Statement is no longer effective, or (iv) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences
a voluntary case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all
or substantially all of its property or the Company makes a general assignment for the benefit of its creditors. Notwithstanding
the foregoing, in the event of termination of this Agreement, the provisions of Articles III, IV, V, VI, IX and the agreements
and covenants of the Company and the Investor set forth in this Article X shall survive the termination of this Agreement
for the maximum length of time allowed under applicable law.


 


Section 10.7           
ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the Company and the Investor with respect to the matters covered herein and therein and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents,
exhibits and schedules.


 






    - 25 -


     


    

 


Section 10.8           
FEES AND EXPENSES. Except as expressly set forth in the Transaction Documents or any other writing to the contrary,
each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities
to the Investor. The Company shall pay $25,000 to the Investor on the Execution Date for reimbursement of the Investor’s
transaction fees relating to the preparation of the Transaction Documents.


 


Section 10.9           
COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which may be executed by less than
all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one and the same instrument. This Agreement may be delivered to the
other parties hereto by e-mail of a copy of this Agreement bearing the signature of the parties so delivering this Agreement.


 


Section 10.10       
SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction
to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
such severability shall be ineffective if it materially changes the economic benefit of this Agreement to any party.


 


Section 10.11       
FURTHER ASSURANCES. Each party shall do and perform, or cause to be done and performed, all such further acts and
things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


Section 10.12       
NO STRICT CONSTRUCTION. The language used in this Agreement will be deemed to be the language chosen by the parties
to express their mutual intent, and no rules of strict construction will be applied against any party.


 


Section 10.13       
EQUITABLE RELIEF. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable
harm to the other by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, each party acknowledges
that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach
or threatened breach by the such party of the provisions of this Agreement, that the other party shall be entitled, in addition
to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions
restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without
the necessity of showing economic loss and without any bond or other security being required.


 


Section 10.14       
TITLE AND SUBTITLES. The titles and subtitles used in this Agreement are used for the convenience of reference and
are not to be considered in construing or interpreting this Agreement.


 


Section 10.15       
AMENDMENTS; WAIVERS. No provision of this Agreement may be amended or waived by the parties from and after the date
that is one (1) Trading Day immediately preceding the initial filing of the Registration Statement with the SEC. Subject to the
immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument signed by
both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by the party
against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege.


 






    - 26 -


     


    

 


Section 10.16       
PUBLICITY. The Company and the Investor shall consult with each other in issuing any press releases or otherwise
making public statements with respect to the transactions contemplated hereby and no party shall issue any such press release or
otherwise make any such public statement, other than as required by law, without the prior written consent of the other parties,
which consent shall not be unreasonably withheld or delayed, except that no prior consent shall be required if such disclosure
is required by law, in which such case the disclosing party shall provide the other party with prior notice of such public statement.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor without the prior written consent
of the Investor, except to the extent required by law. The Investor acknowledges that this Agreement and all or part of the Transaction
Documents may be deemed to be “material contracts,” as that term is defined by Item 601(b)(10) of Regulation S-K, and
that the Company may therefore be required to file such documents as exhibits to reports or registration statements filed under
the Securities Act or the Exchange Act. The Investor further agrees that the status of such documents and materials as material
contracts shall be determined solely by the Company, in consultation with its counsel.


 





 


 


** Signature Page Follows **


 


 


 


 


 


 






    - 27 -


     


    

 





IN WITNESS WHEREOF, the parties have
caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the Execution Date.


 


 








	 	PREDICTIVE ONCOLOGY INC.	 
	 	 	 	 
	 	By:	/s/ Robert Myers	 
	 	Name: 	Robert Myers	 
	 	Title:	CFO	 
	 	 	 	 
	 	 	 	 
	 	OASIS CAPITAL, LLC	 
	 	 	 	 
	 	By:	/s/ Adam Long	 
	 	Name: 	Adam Long	 
	 	Title:	Managing Partner	 






 


 


 


** Signature Page to Equity Purchase Agreement **


 


 


 



     


     


    




 


EXHIBIT A


 


FORM OF PUT NOTICE


 


TO: OASIS CAPITAL, LLC


 


DATE: __________________________________


 


We refer to the Equity Purchase Agreement, dated
October ___, 2019 (the “Agreement”), entered into by and between Predictive Oncology Inc. and you. Capitalized
terms defined in the Agreement shall, unless otherwise defined herein, have the same meaning when used herein.


 


We hereby:


 


1)Give you notice that we require you to purchase
______________________ Put Shares pursuant to an [ ] Option 1 Put or [ ] Option 2 Put; and


 


2)The purchase price per share, pursuant to the terms of the
Agreement, is ________________; and


 


3)       Certify that, as of
the date hereof, the conditions set forth in Section 7.2 of the Agreement are satisfied.


 


	 	PREDICTIVE ONCOLOGY INC.	 
	 	 	 	 
	 	 	 	 
	 	By:		 
	 	Name: 		 
	 	Title:		 












 


 


 


 


 






     


     


    

 


 


EXHIBIT B


 


FORM OF OFFICER’S CERTIFICATE


 


OF PREDICTIVE ONCOLOGY INC.


 


Pursuant to Section 7.2(j) of that certain
equity purchase agreement, dated October ___, 2019 (the “Agreement”), by and between Predictive Oncology Inc.
(the “Company”) and Oasis Capital, LLC (the “Investor”), the undersigned, in his capacity
as Chief Financial Officer of the Company, and not in his individual capacity, hereby certifies, as of the date hereof (such date,
the “Condition Satisfaction Date”), the following:


 


1.       The
representations and warranties of the Company contained in the Agreement are true and correct in all material respects as of the
Condition Satisfaction Date as though made on the Condition Satisfaction Date (except for representations and warranties specifically
made as of a particular date) with respect to all periods, and as to all events and circumstances occurring or existing to and
including the Condition Satisfaction Date, except for any conditions which have temporarily caused any representations or warranties
of the Company set forth in the Agreement to be incorrect and which have been corrected with no continuing impairment to the Company
or the Investor; and


 


2.       All
of the conditions precedent to the obligation of the Investor to purchase Put Shares set forth in the Agreement, including but
not limited to Section 7.2 of the Agreement, have been satisfied as of the Condition Satisfaction Date.


 


Capitalized terms used herein shall have the
meanings set forth in the Agreement unless otherwise defined herein.


 


IN WITNESS WHEREOF, the undersigned has
hereunto affixed his hand as of _________ ___, 2019.


 


	 	By:		 
	 	Name: 		 
	 	Title:		 






 


 


 


 


 



     


     


    




 


EXHIBIT C


 


FORM OF TRANSFER AGENT





INSTRUCTION LETTER


 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


EXHIBIT D


 


FORM OF REGISTRATION RIGHTS AGREEMENT


 


 


 


 


 


 


 


 


 


 


 







     


     


    

 


DISCLOSURE SCHEDULES


 


Schedule 4.10 Registration Rights.


 


Registration rights are described in the following SEC Documents:


 


Form 8-K Report filed October 30, 2018 (describing private placement
to L2 Capital, LLC and Peak One Opportunity Fund, LP)


 


Form 8-K Report filed July 11, 2019


 


Form 8-K Report filed September 30, 2019


 


 


Schedule 4.4 Listing and Maintenance Requirements.


 


(a) Notices of Non-Compliance 


 


On November 16, 2018, the Company received a letter from The Nasdaq
Stock Market (“Nasdaq”) stating that the bid price of the Company’s common stock for the previous 30 consecutive
trading days had closed below the minimum $1.00 per share required for continued listing under Listing Rule 5550(a)(2) (the “Bid
Price Rule”). The letter stated that the Company had 180 days, or until May 15, 2019, to demonstrate compliance by maintaining
a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading days. On May 16, 2019, Nasdaq notified the
Company that while the Company had not regained compliance with the Bid Price Rule, it was eligible for an additional 180-day grace
period, or until November 11, 2019, to regain compliance with the Bid Price Rule. If the Company’s common stock maintains
a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive trading days by November 11, 2019, it will
demonstrate compliance with the Bid Price Rule in accordance with the notices from Nasdaq.


 


(b) Continued Compliance


 


None, other than compliance with the Bid Price Rule as described
in paragraph (a).