Exhibit 10.1





 


October 28, 2019


 


[NAME OF PURCHASER]


 


Ladies and Gentlemen:


 


Pursuant to the terms and conditions of
this Note Purchase Agreement (this “Agreement”), Teligent, Inc., a Delaware corporation (the “Company”),
proposes, subject to the terms and conditions hereof, to issue and sell to the purchaser identified on the signature page hereto
(the “Purchaser”), the aggregate principal amount of the Company’s Series B Senior Unsecured Convertible
Notes due 2023 specified on the signature page hereto (the “Notes”). The Notes will be issued pursuant to the
provisions of an indenture, to be dated as of October 31, 2019, (the “Indenture”), between the Company and Wilmington
Trust, National Association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”),
and shall be guaranteed by each of the Company’s subsidiaries that from time to time are required to guarantee the Senior
Credit Facilities (as defined in the Preliminary Offering Memorandum referred to below) (the “Guarantee”).


 


In connection with the issuance and sale
of the Notes, the Company has prepared and delivered to the Purchaser full, complete and accurate copies of a confidential preliminary
disclosure packet, consisting of (i) the document titled “Preliminary Offering Memorandum,” as provided by the Company
to the Purchaser on or about October 28, 2019 and (ii) any other written information provided by or on behalf of the Company for
the purpose of issuing and selling the Notes (clauses (i) and (ii), collectively, as the same may be amended, modified, supplemented
or replaced from time to time, the “Disclosure Package”).


 


The Notes will be offered and sold solely
by the Company directly to the Purchaser without registration of any of the Notes, whether required or permitted, under the Securities
Act of 1933, as amended (the “Securities Act”), or any other applicable securities laws, pursuant to the exemption
from registration set forth in Section 4(a)(2) of the Securities Act solely to purchasers that are “qualified institutional
buyers” as such term is defined in Rule 144A of the Securities Act (“Rule 144A”). Concurrently with the
offer and sale of the Notes, the Company desires to exchange (the “Exchange”) a portion of the Company’s
outstanding 4.75% Convertible Senior Notes due 2023 (the “Existing Notes”) for Series B Senior Unsecured Convertible
Notes due 2023 (the “Exchange Notes”) with certain holders of the Existing Notes in one or more transactions
exempt from registration under the Securities Act and in accordance with the terms and conditions set forth in an exchange agreement
entered into among the Company and the holders identified therein (the “Exchange Agreement”).


 


Concurrently
with the execution of this Agreement, the Company proposes to issue and sell to one or more investors other than the
Purchaser (the “Other Purchasers”), severally and not jointly, up to $29,275,000 aggregate principal
amount of the Notes, pursuant to one or more purchase agreements (“Other Purchase Agreements”)
substantially in the same form as this Agreement, to be entered into by the Company and the Other Purchasers. Craig-Hallum
Capital Group LLC (in such capacity, the “Placement Agent”) has been appointed by the Company to act as
its exclusive placement agent, pursuant to a Placement Agency Agreement, dated October 28, 2019, between the Company and the
Placement Agent (the “Placement Agency Agreement”). This Agreement, the Other Purchase Agreements, the
Notes, the Indenture, the Guarantee, the Exchange Notes and the Exchange Agreement are collectively referred to herein as the
 “Operative Documents.”





 






    


     


    

 


1.            Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the
Purchaser, as of the date hereof and as of the Closing Date (as defined herein), that:


 


(a)      The
Company hereby confirms that it has authorized the use of the Disclosure Package in connection with the offer and sale of the
Notes. The Disclosure Package does not as of the date hereof, and as of the Closing Date will not, contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading.


 


(b)      Neither the Company, nor any person acting on its behalf has, directly or indirectly, made offers or sales of any
security, solicited offers to buy any security or taken any other action, under circumstances that would require the registration
under the Securities Act of the Notes. The offer, issuance, sale and delivery of the Notes in the manner contemplated by this Agreement
will be exempt from the registration requirements of Section 5 of the Securities Act.


 


(c)      
Neither the Company nor any person acting on its behalf, other than the Placement Agent has (i) offered for sale
or solicited offers to purchase the Notes; (ii) engaged, or will engage, in any “directed selling efforts” within the
meaning of Regulation S under the Securities Act with respect to the Notes; or (iii) engaged in any form of offering, general solicitation
or general advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of any
of the Notes.


 


(d)      The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of
Delaware, has the corporate power and authority to own its property and to conduct its business and is duly qualified to
transact business and is in good standing in each jurisdiction in which the conduct of its business requires such
qualification, except to the extent where the failure to have such qualification would not reasonably be expected to,
individually or in the aggregate, result in a material adverse effect on the condition (financial or otherwise) or in the
earnings, prospects, business, properties, surplus or results of operations of the Company and its Subsidiaries (as defined
herein), taken as a whole (a “Material Adverse Effect”). All of the issued and outstanding shares of
Common Stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable, and, when
issued, were free and clear of all liens, encumbrances or adverse claims (“Liens”).


 






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(e)       Each
of the Company’s subsidiaries (for purposes of this Agreement, (i) any corporation more than 50% of whose voting stock
having by the terms thereof power to elect a majority of the directors of such corporations at the time owned by the Company
directly or indirectly and (ii) any partnership, association, joint venture or other entity in which the Company directly or
indirectly has more than 50% voting equity interest at the time, in each case of clauses (i) and (ii) that provides or is
required to provide a guarantee of the Company’s obligations in respect of the Notes (each, a
 “Subsidiary” and collectively, the “Subsidiaries”)) is a direct or indirect
wholly-owned subsidiary of the Company. Each Subsidiary has been duly incorporated or organized, as the case may be, is
validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the
jurisdiction of its incorporation or organization, has the power and authority (corporate or other) to own its property and
to conduct its business and is duly qualified to transact business and is in good standing in each jurisdiction in which the
conduct of its business requires such qualification, except to the extent that the failure to be so qualified or be in good
standing would not have a Material Adverse Effect. All of the issued and outstanding shares of capital stock or other equity
interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are
owned directly or indirectly by the Company, free and clear of all Liens (other than Liens granted to secure the
Senior Credit Facilities).


 


(f)       Each of the Operative Documents has been duly authorized, 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, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting
creditors’ rights and to general equity principles (the “Enforceability Exceptions”).


 


(g)      Each of the Indenture, the Notes and the Guarantee conforms in all material respects to the descriptions thereof
contained in the Disclosure Package.


 


(h)      The Notes and the Exchange Notes have been duly authorized by the Company; and when the Notes are delivered and paid
for pursuant to this Agreement on the Closing Date, and when the Exchange Notes are delivered as contemplated in the Exchange Agreement
on the Closing Date, (i) such Notes or the Exchange Notes, as the case may be, will have been duly executed, authenticated, issued
and delivered by the Company, (ii) such Notes or Exchange Notes, as the case may be, will conform in all material respects to the
descriptions of Notes or Exchange Notes, as the case may be, contained in the Disclosure Package, and (iii) such Notes or Exchange
Notes, as the case may be, will constitute valid and legally binding obligations of the Company, enforceable against the Company
in accordance with their terms, subject to the Enforceability Exceptions; and the Notes and the Exchange Notes are entitled to
the benefits provided by the Indenture.


 


(i)       The
shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), that are issuable
upon conversion of the Notes in accordance with the terms and conditions of the Indenture have been duly and validly
authorized and, upon the filing of an amendment to the Certificate of Incorporation upon receipt of the Shareholder Approval
(as defined herein), will be validly reserved for issuance by the Company and, when issued upon such conversion, will be duly
and validly issued, will be fully paid and non-assessable and will not be subject to any preemptive or other similar rights.
All of the outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable
and were issued in compliance with applicable securities laws. None of the outstanding shares of Common Stock is entitled or
subject to any preemptive right, right of participation, right of maintenance, right of repurchase or forfeiture,
subscription right or any similar right and none of the outstanding shares of Common Stock is subject to any right of first
refusal. The description of the Common Stock conforms in all material respects to all statements relating thereto contained
in the Disclosure Package and the SEC Reports (as defined herein).


 






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(j)        None of the Company or its Subsidiaries is (i) in violation of its respective charter or by-laws (or any equivalent
documents) or (ii) in default (or with the giving of notice or lapse of time would be in default) under any existing obligation,
agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to
which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except
such defaults that would not, individually or in the aggregate, have a Material Adverse Effect.


 


(k)      The execution, delivery and performance of the Operative Documents, the issuance and sale of the Notes and the issuance
and delivery of the Exchange Notes, compliance with the terms and provisions of the Operative Documents and the consummation of
the transactions contemplated herein or therein and the use of the proceeds therefrom, will not result in a breach or violation
of any of the terms and provisions of, or constitute a default or a Debt Repayment Triggering Event (as defined herein) under,
or result in the imposition of any Lien upon any property or assets of the Company, or its Subsidiaries pursuant to, (i) the charter
or by-laws (or any equivalent documents) of the Company or its Subsidiaries, (ii) any statute, rule, regulation or order, applicable
to the Company or its Subsidiaries, of any governmental agency or body or any court, domestic or foreign, having jurisdiction over
the Company or any of its Subsidiaries (each, a “Governmental Entity”), or (iii) except with respect to any
consents required under the Senior Credit Facilities, any agreement or instrument to which the Company or any of its Subsidiaries
is a party or by which the Company or any of its Subsidiaries or any of their properties is bound, except for any such breach,
violation, default or Lien described in clause (ii) or (iii) that would not reasonably be expected to result in a Material Adverse
Effect. For purposes of this Agreement, a “Debt Repayment Triggering Event” means any event or condition that
gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture, or other evidence of indebtedness
(or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion
of such indebtedness by the Company or any of its Subsidiaries.


 


(l)        Except
as disclosed in the Disclosure Package or the Company’s reports filed under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), with the Commission (collectively, “SEC Reports”), since
June 30, 2019 through the date hereof (i) there has been no Material Adverse Effect, nor any development or event which would
result in a Material Adverse Effect, (ii) there has been no dividend or distribution of any kind declared, paid or made by
the Company on any class of its capital stock and (iii) there has been no material adverse change in the capital stock,
short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries.


 






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(m)      Except
as described in the Disclosure Package and the SEC Reports, there is no legal or governmental action, investigation or proceeding
pending or, to the Company’s knowledge, threatened against the Company or its Subsidiaries (i) asserting the invalidity
of any of the Operative Documents; (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions
provided for in the Operative Documents; or (iii) that would materially and adversely affect the ability of the Company to perform
its obligations under, or the validity or enforceability (with respect to the Company) of, any of the Operative Documents.


 


(n)      The
Company and its Subsidiaries have all requisite power and authority, and all authorizations, approvals, orders, licenses in the
various states in which it does business, certificates and permits of and from regulatory or governmental officials, bodies and
tribunals that are necessary to own or lease their respective properties (collectively, “Permits”), in each
case, that are material to the Company taken as a whole. The Company and its Subsidiaries, as applicable, are in compliance with
the terms and conditions of all such Permits, except where the failure so to comply would not, singly or in the aggregate, result
in a Material Adverse Effect. All of the Permits are valid and in full force and effect, except where the invalidity of such Permits
or the failure of such Permits to be in full force and effect would not result in a Material Adverse Effect, and the Company has
not received any notice of proceedings by a Governmental Entity relating to the revocation or modification of any such Permits
which, singly or in the aggregate, may reasonably be expected to result in a Material Adverse Effect.


 


(o)     
The Company and its Subsidiaries have good and marketable title to all real property owned by them and good title to all
other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (A) are described in the Disclosure Package or in the SEC Reports or (B) would not,
singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases of real property that are
material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any
of its Subsidiaries holds properties described in the Disclosure Package or in the SEC Reports, are in full force and effect, except
as would not reasonably be expected to result in a Material Adverse Effect.


 






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(p)      The
Company and its Subsidiaries own, license or otherwise have rights in all United States and foreign patents, trademarks,
service marks, tradenames, copyrights, trade secrets and other proprietary rights necessary for the conduct of their business
as currently carried on and as proposed to be carried on, in each case, as described in the Disclosure Package and the SEC
Reports (collectively and together with any applications or
registrations for the foregoing, the “Intellectual Property”). Except as specifically described in
the Disclosure Package and the SEC Reports, (i) no third parties have obtained rights to any such Intellectual Property
from the Company, other than licenses granted in the ordinary course and rights that would not have a Material Adverse
Effect; (ii) to the Company’s knowledge, there is no infringement or misappropriation by third parties of any such
Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company
is unaware of any facts that would form a reasonable basis for any such claim; (iv) there is no pending or, to the
Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, enforceability or
scope of any such Intellectual Property, and the Company is unaware of any facts that would form a reasonable basis for any
such claim; (v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others that the Company has, or any of its products, product candidates or services described in the Disclosure Package
and SEC Reports that infringes, misappropriates or otherwise violates, or would infringe upon, misappropriate or otherwise
violate, upon the commercialization of such products, product candidates or services described in the Disclosure Package and
SEC Reports, any patent, trademark, copyright, trade secret or other proprietary right of others, and the Company is unaware
of any facts that would form a reasonable basis for any such claim; (vi) to the Company’s knowledge, there is no
patent or patent application that contains claims that cover or may cover any Intellectual Property described in
the Disclosure Package and the SEC Reports as being owned by or licensed to the Company, or that is necessary for the conduct
of its business as currently conducted or contemplated, or that interferes with the issued or pending claims of any such
Intellectual Property; (vii) to the Company’s knowledge, there is no prior art or public or commercial activity of
which the Company is aware that may form a reasonable basis to render any patent held by the Company invalid or any patent
application held by the Company unpatentable that has not been disclosed to the U.S. Patent and Trademark Office; and
(viii) the Company has not committed any act or omitted to undertake any act for which the effect of such commission or
omission would reasonably be expected to render the Intellectual Property invalid or unenforceable, in whole or in part,
except to the extent such invalidity or unenforceability would not reasonably be expected to have a Material Adverse Effect.
To the Company’s knowledge, none of the technology employed by the Company has been obtained or is being used by the
Company in violation of the rights of any person or third party. There are no outstanding options, licenses or agreements of
a material nature relating to the Intellectual Property owned by the Company that are required to be described in the
Disclosure Package and the SEC Reports and are not described therein as so required.


 


(q)       No labor disputes with the employees of the Company or any of its Subsidiaries exist or, to the knowledge of the Company,
are imminent that would, individually or in the aggregate, result in a Material Adverse Effect.


 






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(r)       The
Company maintains internal control over financial reporting (as defined under Rule 13-a15 and 15d-15 under the Exchange Act
and the rules and regulations of the Commission promulgated thereunder) in compliance with the requirements of the Exchange
Act and a system of internal accounting controls sufficient to provide reasonable assurances that (A) transactions are
executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary
to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles
(“GAAP”) and to maintain accountability for
assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D)
the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language or incorporated
by reference in the Disclosure Package and the SEC Reports fairly presents the information called for in all material
respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as disclosed in
the Disclosure Package and the SEC Reports, since December 31, 2018, there has been (1) no material weakness in
the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the
Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially
affect, the Company’s internal control over financial reporting. Except as disclosed in the Disclosure Package and the
SEC Reports, the Company and each of its Subsidiaries maintain a system of disclosure controls and procedures (as defined in
Rule 13a-15 and Rule 15d-15 under the Exchange Act and the rules and regulations of the Commission promulgated thereunder)
that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the
Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its
principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely
decisions regarding disclosure. As of June 30, 2019, the Company’s management, with participation of the
Company’s Chief Executive Officer and Chief Financial Officer, carried out evaluations of the design and operation of
the Company’s disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act, and based upon
that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2019,
the design and operation of the Company’s disclosure controls and procedures were effective to accomplish their
objectives at the reasonable assurance level.


 


(s)      There is and has been no failure on the part of the Company or any of the Company’s directors or officers,
in their capacities as such, in each case, to comply in all material respects with any applicable provision of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections
302 and 906 related to certifications.


 


(t)       The
audited financial statements of the Company as of and for the period ended December 31, 2018 (together with the related
schedules and notes thereto, the “Audited Financial Statements”) included in the Disclosure Package or
contained in the Company’s Form 10-K for the period ended December 31, 2018 have been prepared, and fairly present, in
all material respects, the assets, liabilities, equity, financial condition, results of operations and cash flows of the
Company at the respective dates and for the respective periods (as the case may be) indicated, in accordance with GAAP
consistently applied throughout such period (except as specified therein). The unaudited interim financial statements of the
Company as of and for the periods ended June 30, 2019
(“Interim Financial Statements” and, together with the Audited Financial Statements, the
 “Financial Statements”) included in the Disclosure Package or contained in the Company’s Form 10-Q
for the period ended June 30, 2019 have been prepared in
conformity with GAAP and present fairly in all material respects the information required to be stated therein. The financial
data set forth in the Disclosure Package fairly presents, in all material respects, the information set forth therein on a
basis consistent with that of the Financial Statements of the Company included in the Disclosure Package or contained in the
Company’s SEC Reports. Since the respective dates of the Financial Statements included in the Disclosure Package or
contained in the Company’s SEC Reports, there has been no change which could, or any development that would, reasonably
be expected to (i) have a Material Adverse Effect, (ii) adversely affect the issuance or validity of the Notes or
(iii) adversely affect the consummation of any of the transactions contemplated by any of the Operative Documents.


 






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(u)       The Company does not have any material liabilities, whether known or unknown, asserted or unasserted, absolute or
contingent, accrued or unaccrued, liquidated or unliquidated, and due or to become due, including any liability for taxes (and
there is no past or present fact, situation, circumstance, condition or other basis for any present or future action, suit, proceeding,
hearing, charge, complaint, claim or demand against the Company giving rise to any such liability), except (i) for liabilities
set forth in the Financial Statements; and (ii) normal fluctuation in the amount of the liabilities referred to in clause (i) above
occurring in the ordinary course of business of the Company since the date of the most recent balance sheet included in the Financial
Statements.


 


(v)      All
U.S. federal income tax returns of the Company and its Subsidiaries required by applicable law to be filed have been filed and
all material taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments
against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Company and
its Subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign,
state, local or other law except insofar as the failure to file such returns would not result in a Material Adverse Effect, and
the Company and its Subsidiaries have paid all taxes due pursuant to such returns or pursuant to any assessment received by the
Company and its Subsidiaries, except for such taxes, if any, (i) as are being contested in good faith and as to which adequate
reserves have been established by the Company or (ii) where the failure to pay such taxes would not result in a Material Adverse
Effect.


 


(w)      None
of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, or
affiliate acting on behalf of the Company or any of its Subsidiaries is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or
authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of
anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party
or official thereof or any candidate for foreign political office, in contravention of the FCPA, and the Company and, to the
knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA. The Company and its
Subsidiaries have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to
continue to ensure, continued compliance therewith.


 






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


 


(y)      None of the Company, any of its Subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee,
affiliate or person acting on behalf of the Company or any of its Subsidiaries is an individual or entity (“Person”)
currently the subject or target of any sanctions administered or enforced by the U.S. Government, including, without limitation,
the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”). Except
as permitted by U.S. and other applicable law, the Company is not located, organized or resident in a country or territory that
is the subject of Sanctions (including, without limitation, Burma, Cuba, Iran, North Korea, Sudan and Syria);
and the Company will not directly or indirectly use the proceeds of the sale of the Notes, or lend, contribute or otherwise make
available such proceeds to any subsidiaries, joint venture partners or other Person, to fund any activities of or business with
any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner
that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor,
investor or otherwise) of Sanctions.


 


(z)       Except
as disclosed in the Disclosure Package and the SEC Reports, (A) to the knowledge of the Company, there has been no security
breach or incident, unauthorized access or disclosure, or other compromise of or relating to the Company or its Subsidiaries
information technology and computer systems, networks, hardware, software, data and databases (including the data and
information of their respective customers, employees, suppliers, vendors and any third party data maintained, processed or
stored by the Company and its Subsidiaries, and any such data processed or stored by third parties on behalf of the Company
and its Subsidiaries), equipment or technology (collectively, “IT Systems and Data”) that, individually or
in the aggregate, would reasonably be expected to have a Material Adverse Effect, (B) neither the Company nor its
Subsidiaries have been notified in writing of, and, to the Company’s knowledge, there is no presently existing event or
condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to
their IT Systems and Data that, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect and (C) the Company and its Subsidiaries have implemented appropriate controls, policies, procedures, and
technological safeguards reasonably designed to maintain and protect the integrity, continuous operation, redundancy and
security of their IT Systems and Data as required by applicable law. The Company and its Subsidiaries are presently in
compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and
regulations of any court or arbitrator or governmental or regulatory authority, internal policies and applicable
contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems
and Data from unauthorized use, access, misappropriation or modification, except for such noncompliance as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






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(aa)     Except
as disclosed in the Disclosure Package or as contemplated by this Agreement, the Company has not paid, and is not a party to any
contract or agreement to pay, to any person or entity any compensation for soliciting another to purchase any of the Notes and
there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim
against the Company or the Placement Agent for a commission, finder’s fee or other like payment in connection with the Offering
of the Notes.


 


(bb)    Neither the Company nor any other person acting on behalf of the Company has sold or issued any securities that would
be integrated with the offering of the Notes contemplated by this Agreement pursuant to the Securities Act, the rules and regulations
thereunder or the interpretations thereof by the Commission.


 


(cc)    Neither the Company nor any Subsidiary is, and, immediately after giving effect to the offering and sale of the Notes
and the application of the proceeds thereof as described in the Disclosure Package and the consummation of the transactions described
in this Agreement, will be, an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940, as
amended (the “Investment Company Act”), and the rules and regulations of the Commission promulgated thereunder.


 


(dd)   No
consent, approval, authorization, or order of, or filing or registration with, any governmental agency or body or any court, is
required for the consummation of the transactions contemplated by this Agreement and the Indenture in connection with the offering,
issuance and sale of the Notes and the concurrent issuance and delivery of the Exchange Notes to be offered by the Company in
connection with the Exchange, other than (i) the filing of a notice of listing of additional shares and related materials with
the Nasdaq Stock Market LLC and (ii) any filings under the Exchange Act, which have been or will be made when and how required.


 


(ee)    Deloitte & Touche LLP, who has audited the Company’s Audited Financial Statements included in the SEC Reports,
are registered independent public accountants as required by the Securities Act and the rules and regulations promulgated thereunder
and by the rules of the Public Accounting Oversight Board.


 






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(ff)    
None of the Company nor its Subsidiaries have been advised in writing that the Company and its Subsidiaries are
not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting
business, including, without limitation, all applicable local, state and federal laws and regulations, except, in each case, where
failure to be so in compliance, individually or in the aggregate, would not result in a Material Adverse Effect. The Company is,
and since January 1, 2017 has been, in compliance in all material respects with the Federal Food, Drug & Cosmetics Act, and
the applicable regulations administered thereunder by the Food and Drug Administration (“FDA”), the Public
Health Service Act and any other similar applicable law administered by the FDA or other comparable Governmental Entity responsible
for regulation of the development, clinical testing, manufacturing, sale, marketing, distribution and importation or exportation
of drug and biopharmaceutical products of similar nature to those developed by the Company (each, a “Drug Regulatory
Agency”), except, in each case, for any noncompliance, either individually or in the aggregate, which would not result
in a Material Adverse Effect. No investigation, claim, suit, proceeding, audit or other action by any Governmental Entity is pending
or, to the Company’s knowledge, threatened against the Company. There is no agreement, judgment, injunction, order or decree
binding upon the Company which has or would reasonably be expected to have the effect of prohibiting or materially impairing any
business practice of the Company, any acquisition of material property by the Company or the conduct of business by the Company
in any material respect as currently conducted, (ii) is reasonably likely to have an adverse effect on the Company’s ability
to comply with or perform any covenant or obligation under any Operative Document or (iii) is reasonably likely to have the effect
of preventing, delaying, making illegal or otherwise interfering in any material respect with the offer and sale of the Notes.
There are no proceedings pending or, to the Company’s knowledge, threatened with respect to an alleged material violation
by the Company of the FDA regulations adopted thereunder, the Public Health Service Act or any other similar law administered
or promulgated by any Drug Regulatory Agency. All clinical, pre-clinical and other studies and tests conducted by or on behalf
of, or sponsored by, the Company, or in which the Company or their current products or product candidates have participated, were
and, if still pending, are being, conducted in all material respects in accordance with applicable standard medical and scientific
research procedures and in compliance in all material respects with the applicable regulations of any applicable Drug Regulatory
Agency and other applicable law. The Company and its Subsidiaries hold all required governmental authorizations issuable by any
Drug Regulatory Agency necessary for the conduct of the business of the Company as currently conducted, and development, clinical
testing, manufacturing, marketing, distribution and importation or exportation, as currently conducted, of any of its products
or product candidates.


 


(gg)    
There are no relationships between or among the Company, on the one hand, and its affiliates, officers or directors
on the other hand, or between any Subsidiary, on the one hand, and its affiliates, officers or directors on the other hand, that
are required to be described under applicable securities laws in the SEC Reports, that is not so described in such filings.


 






    - 11 -


     


    

 


(hh)    
There is no transaction, arrangement or other relationship between the Company or any Subsidiary and an unconsolidated
or other off-balance sheet entity that (i) is required to have been described under applicable securities laws in the SEC Reports
that is not so disclosed or (ii) otherwise would be reasonably likely to result in a Material Adverse Effect. There are no such
transactions, arrangements or other relationships with the Company or any Subsidiary that may create material contingencies or
liabilities that have not been otherwise disclosed by the Company in the SEC Reports as required by applicable law.


 


(ii)     
There has been no storage, disposal, generation, manufacture, transportation, handling or treatment of toxic wastes,
hazardous wastes or hazardous substances by the Company or any Subsidiary (or, to the knowledge of the Company, any of their predecessors
in interest) at, upon or from any of the property now or previously owned or leased by the Company or any Subsidiary, in each case,
(i) in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or (ii) that would require
remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except, in each of the
cases of the foregoing clauses (i) and (ii), where such violation or remedial action would not, individually or in the aggregate,
have a Material Adverse Effect. There has been no spill, discharge, leak, emission, injection, escape, dumping or release of any
kind into such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous
wastes or hazardous substances due to or caused by the Company or any Subsidiary which, in each case, would reasonably be expected
to have a Material Adverse Effect.


 


(jj)     
The Company and its Subsidiaries are Solvent (as defined below). “Solvent” means, on a consolidated
basis, (i) the fair value of the Company’s and its Subsidiaries’ consolidated assets exceed its consolidated debt and
liabilities, contingent or otherwise; (ii) the Company and its Subsidiaries have not incurred, and does not intend to incur, debt
or liabilities beyond its ability to pay such debts and liabilities as they become due; (iii) the capital of the Company and its
Subsidiaries is not unreasonably small in relation to the Company’s business; and (iv) the Company is able to obtain a letter
from its auditors that does not contain a going concern qualification.


 


(kk)   
The shares of Common Stock are listed on the Nasdaq Capital Market. Except as described in the Disclosure Package
and the SEC Reports, (i) the Company has not received any delisting notice relating to the shares of Common Stock listed on the
Nasdaq Capital Market and (ii) the Company is in compliance with the applicable current listing and governance rules and requirements
of the Nasdaq Capital Market.


 


(ll)     
The guarantors of the Guarantee hereunder are each of the Company’s subsidiaries that from time to time are
required to guarantee the Senior Credit Facilities.


 


2.            Agreements
to Sell and Purchase. Subject to the terms and conditions hereof, the Company hereby agrees to sell to the Purchaser,
upon the basis of the representations and warranties herein contained, and the Purchaser hereby agrees to purchase from the
Company, the aggregate principal amount of Notes set forth on the signature page hereto, at a purchase price of 100% of the
principal amount thereof (the “Purchase Price”) on the Closing Date.


 






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3.            
Payment and Delivery. 


 


(a)      
The closing of the purchase and sale of the Notes (the “Closing”) shall occur at the offices of K&L
Gates LLP, counsel for the Company, located at Hearst Tower, 214 North Tryon Street, 47th Floor, Charlotte, North Carolina 28202,
on the second business day following the execution of this Agreement, or on such later date or at such different location as the
parties hereto shall agree in writing, but not prior to the date that the conditions for Closing set forth in Section 4
hereto (other than with respect to the actual issuance and delivery of the Notes) have been satisfied or waived by the appropriate
party (the date of such Closing being herein called the “Closing Date”).


 


(b)       
Subject to Section 3(c) below, (i) on or prior to the business day immediately preceding the Closing Date, the Purchaser
shall pay, in immediately available funds, the full amount of the Purchase Price, by wire transfer to an account specified in writing
or electronically by Craig-Hallum Capital Group LLC, acting as settlement agent for the Company (in such capacity, the “Settlement
Agent”) and established by the Settlement Agent, on behalf of the Company (“Settlement Account”),
and (ii) on the Closing Date, the Purchaser shall instruct its custodian to post a DWAC request for free receipt to the Trustee
for the Purchaser’s aggregate principal amount of Notes (CUSIP 87960W AB0), which request shall be made through the facilities
of The Depository Trust Company (“DTC”). The name(s) in which the book-entry Notes are to be registered are
set forth in the Purchaser’s “Purchaser Questionnaire” attached as Annex A hereto, which annex shall be
completed by the Purchaser and submitted to the Placement Agent, with a copy to the Company, on or prior to the business day immediately
preceding the Closing Date.


 


(c)       
The Purchaser shall observe the closing mechanics specified in this Section 3(c) and the instructions provided in
the “Summary Instruction Sheet for Purchaser” set forth in Annex B hereto.


 


(i)        On
or prior to 3:00 p.m., New York City time, on the business day immediately preceding the Closing Date, the Purchaser will pay the
full amount of the purchase price for the Notes being purchased hereunder to the Settlement Agent as required by Section 3(b)
above.


 


(ii)        The
receipt of funds by the Settlement Agent from the Purchaser shall be deemed to be an acknowledgement by the Purchaser to the Settlement
Agent that the conditions to the Closing have been satisfied.


 


(iii)
        Funds received by the Settlement Agent, in the Settlement Account, on behalf of the
Company pursuant to this Section 3 will be held in trust by the Settlement Agent and not as property or in the title
of the Settlement Agent. On the Closing Date, the Settlement Agent will disburse such funds (net of the agreed amount of fees
and expenses of the Placement Agent set forth in the Placement Agency Agreement) by wire transfer of immediately available
funds in accordance with the Company’s written wire instructions (which shall be provided to the Settlement Agent at
least one business day prior to the Closing Date), unless otherwise agreed to in writing by the Company and the Settlement
Agent.


 






    - 13 -


     


    

 


(iv)        Immediately
following the Company’s receipt of such funds, the Notes purchased by the Purchaser (as specified on the Purchaser’s
signature page hereto) will be issued by the Company and delivered pursuant to Section 3(b) above.


 


(d)      
The Notes will be represented by one or more global notes as provided in the Indenture, and will be issued in minimum denominations
of $100,000 principal amount and integral multiples of $1,000 thereafter. The Notes shall bear an appropriate restrictive legend
referring to the fact that the Notes were sold in reliance upon the exemption from registration under the Securities Act provided
by Section 4(a)(2) thereof and are eligible for resale pursuant to Rule 144A.


 


4.          
Conditions to the Purchaser’s Obligation. The obligation of the Purchaser to purchase and pay for the
Notes on the Closing Date is subject to the following conditions:


 


(a)        The
representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (except
to the extent already qualified by materiality) on and as of the date of this Agreement and on and as of the Closing Date as if
made on and as of the Closing Date; the statements of the Company’s officers made pursuant to any certificate delivered
in accordance with the provisions hereof shall be true and correct in all material respects (except to the extent already qualified
by materiality) on and as of the date made and on and as of the Closing Date; the Company shall have performed all covenants and
agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.


 


(b)        Any consents or approvals required to be obtained from any lenders to the Company that are necessary to permit the
consummation of the transactions contemplated by this Agreement shall have been obtained on or before the Closing Date; and each
such consent or approval shall remain in full force and effect.


 


(c)         The Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive
officer of the Company, solely in his or her capacity as such, to the effect set forth in Section 4(a) hereof and to the
effect that the representations and warranties of the Company contained in this Agreement are true and correct in all material
respects (except to the extent already qualified by materiality) as of the Closing Date and that the Company has complied with
all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing
Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened.


 






    - 14 -


     


    

 


(d)         
The Purchaser shall have received on the Closing Date an opinion letter of counsel of the Company, dated the Closing
Date, covering the matters set forth in Schedule I hereto, with customary qualifications, limitations and assumptions
satisfactory to the Purchaser acting in good faith. Such opinion shall be rendered to the Purchaser at the request of the Company
and shall so state therein.


 


(e)        
The Company shall have executed and delivered the Indenture, substantially in the form attached hereto as Exhibit
A, and the Purchaser shall have received an executed copy thereof.


 


(f)          
The Notes shall be eligible for clearance and settlement through DTC.


 


(g)         
The sale of the Notes shall not be enjoined (temporarily or permanently) on the Closing Date.


 


(h)        
There shall not exist any action, suit, investigation, litigation or proceeding pending or (to the knowledge of the
Company) threatened in or before any Governmental Entity or any order, injunction or decree of any Governmental Entity, on the
Closing Date, that, either separately or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the
Company or its Subsidiaries or affect the issuance, sale or payment of the Notes.


 


(i)          
Since the date of this Agreement, there shall not have been any event, change, occurrence, development, condition
or state of circumstances or facts that has had or would, individually or in the aggregate, reasonably be expected to have, a Material
Adverse Effect.


 


5.           
Covenants of the Company. The Company covenants with the Purchaser as follows:


 


(a)          
Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to
pay or cause to be paid, to the extent paid by the Purchaser, all reasonable, documented, out-of-pocket expenses incurred by the
Purchaser incident to the performance of the Purchaser’s obligations under this Agreement, including: (i) the fees, disbursements
and reasonable, documented, out-of-pocket expenses of a single counsel of the Purchaser and (ii) all out-of-pocket costs and expenses
related to the transfer and delivery of the Notes to the Purchaser, including any transfer or other taxes payable thereon; provided,
however, that any expenses of Purchaser paid by the Company under this Agreement (including, without limitation, pursuant
to this Section 5(a)) shall not exceed $10,000 in the aggregate.


 


(b)         
Neither the Company nor any “affiliate” (as defined in Rule 144 (“Affiliate”)) will
sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act)
that could be integrated with the sale of the Notes in a manner that would require the registration under the Securities Act of
the Notes.


 






    - 15 -


     


    

 


(c)           
Not to solicit any offer to buy or offer or sell the Notes by means of any form of general solicitation or general
advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering
within the meaning of Section 4(a)(2) of the Securities Act.


 


(d)         
While any of the Notes remain “restricted securities” as defined in Rule 144, to make available,
upon request, to any seller of such Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company
is then subject to Section 13 or 15(d) of the Exchange Act.


 


(e)         
During the period of one year after the Closing Date the Company will not, and will not permit any of its Affiliates
to, resell any of the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by any
of them.


 


(f)         
The Company shall use the proceeds from the sale of the Notes in accordance with and in a manner consistent with
the description of the use of proceeds set forth in the Disclosure Package.


 


(g)        
For so long as the Notes remain outstanding, to provide to the Purchaser, within 15 days of the applicable time periods
specified in the relevant forms: (A) all quarterly and annual financial information that would be required to be contained in a
filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such Forms (but without any requirement
to provide separate financial statements of any subsidiary of the Company), including a “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report
on the annual financial statements by the Company’s independent registered public accounting firm; and (B) all current reports
that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports; provided,
however, that to the extent such reports described in clauses (A) or (B) are filed with the Commission and publicly available,
such reports shall have been deemed to have been provided to the Purchaser in satisfaction of this Section 5(g);


 


(h)         
Upon the occurrence and during the continuance of (i) a Default or (ii) an Event of Default (as both such terms are
defined in the Indenture), the Company and each Subsidiary, shall make available to the Purchaser, at the Company’s relevant
facilities during normal business hours, upon reasonable written notice by the Purchaser, its books and records and the books and
records of any of its Subsidiaries.


 


(i)          
As soon as practicable following the Closing Date (but in no event later than 90 days following the Closing Date),
the Company shall use commercially reasonable efforts to obtain the requisite shareholder approval to amend its Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of Common Stock to an amount that is sufficient to cover
any issuances of Common Stock under the Indenture (“Shareholder Approval”).


 


(j)          
Following the receipt of Shareholder Approval, the Company will reserve and keep available that maximum number of
its authorized but unissued shares of Common Stock which are issuable upon conversion of the Notes outstanding from time to time
pursuant to the terms of the Indenture.


 






    - 16 -


     


    

 


(k)          
For a period of 45 days after the Closing Date, the Company shall not issue or enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or securities that would entitle the holder thereof
to acquire at any time shares of 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; provided, however, that such prohibition shall not apply to any Exempt Issuance (as such
term is defined in the Indenture).


 


(l)         
For a period of 90 days after the Closing Date, the Company shall not affect or enter into any agreement to effect
any Variable Rate Transaction (as such term is defined in the Indenture).


 


6.             Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company,
as of the date hereof and as of the Closing Date, that:


 


(a)        
The Purchaser is a corporation, limited liability company or partnership (and where such partnership is not a separate
legal entity from the partners thereof, the general or managing partner thereof), duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization or formation.


 


(b)         
This Agreement has been duly authorized, executed and delivered by the Purchaser and, assuming due authorization,
execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms, subject to the Enforceability Exceptions.


 


(c)           The
Purchaser is acquiring the Notes for its own account or for one or more separate accounts maintained by it or for the account
of one or more pension or trust funds of which it is trustee, in each case, for investment purposes only and not with a view
to distribution thereof, in whole or in part. If the Notes are acquired for the account of one or more pension or trust
funds, the Purchaser represents that it is acting as sole trustee and has sole investment discretion with respect to
its acquisition of the Notes and that the determination and decision on its behalf to acquire the Notes for such pension or
trust funds is being made by the same individual or group of individuals who customarily pass on such investments, provided
that for a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such
Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only
apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
the Notes pursuant to this Agreement. The Purchaser understands that the Notes have not been, and will not be, registered
under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act that
depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the
Purchaser’s representations as expressed herein.


 






    - 17 -


     


    

 


(d)         
The Purchaser acknowledges and agrees that (i) neither the Company nor the Placement Agent is acting as a fiduciary
or financial or investment adviser to the Purchaser; (ii) the Company, the Placement Agent and their respective officers, directors,
employees, agents and representatives do not make, have not made nor shall be deemed to have made any representation or warranty
to the Purchaser, express or implied, at law or in equity, with respect to projections, estimates, forecasts or plans, except,
with respect to the Company, as expressly set forth herein; (iii) the Purchaser has consulted with the Purchaser’s own legal,
regulatory, tax, business, investment, actuarial, financial and accounting advisers to the extent the Purchaser has deemed necessary,
and the Purchaser has made the Purchaser’s own decisions with respect to entering into this Agreement based upon the Purchaser’s
own judgment and upon any advice from such advisers the Purchaser has deemed necessary; and (iv) the Purchaser is a sophisticated
investor familiar with transactions similar to those contemplated by this Agreement and has such knowledge and experience in financial
and business affairs that the Purchaser is capable of evaluating the merits and risks of purchasing, and other considerations relating
to, the Notes to be purchased by the Purchaser pursuant to this Agreement. The Purchaser is not relying on the Company, the Placement
Agent or any of their respective affiliates, officers, directors, shareholders, employees, counsel, agents or representatives for
legal or tax advice. The Purchaser understands that no U.S. or non-U.S. federal or state agency has recommended or endorsed the
purchase of Notes or made any determination or finding as to the fairness of the provisions of this Agreement.


 


(e)         
The Purchaser will comply with all applicable laws and regulations in each jurisdiction in which it acquires the
Notes.


 


(f)          
The Purchaser understands that no action has been or will be taken in any jurisdiction by the Company that would
permit a public offering of the Notes in the United States or any offer of the Notes to the public in any Member State of the European
Economic Area, or possession or distribution of any offering or publicity material relating to the Notes, in any other country
or jurisdiction where action for that purpose is required.


 


(g)         
The Purchaser understands that the Notes have not been registered under the Securities Act and may not be transferred
except in accordance with Rule 144A or pursuant to another exemption from the registration requirements of the Securities Act.


 


(h)         
The Purchaser represents that it is a “qualified institutional buyer” as such term is defined in Rule
144A. All information set forth on the Purchaser’s signature page hereto and Annex A hereto is true, accurate and
complete in all respects.


 


(i)           The
Purchaser agrees to purchase the Notes for its own account (or accounts managed by it) without a view to distribution thereof
within the meaning of the Securities Act and agrees not to reoffer or resell the Notes except pursuant to an exemption from
registration under the Securities Act or pursuant to an effective registration statement thereunder and in any case in
compliance to the satisfaction of the Company with all applicable U.S. state securities or “Blue Sky” laws.


 






    - 18 -


     


    

 


(j)          
The Purchaser has been furnished with a copy of the Disclosure Package and has reviewed each of the documents contained
therein.


 


(k)        
The Purchaser acknowledges that it and its representatives and agents have been provided an opportunity to ask questions
of, and have received answers thereto satisfactory to the Purchaser from, the Company and its representatives regarding the terms
and conditions of the offering of the Notes, and the Purchaser has obtained any and all additional information requested by the
Purchaser, its representatives and agents of the Company and its representatives to verify the accuracy of all information furnished
to the Purchaser regarding the offering of the Notes.


 


(l)         
The Purchaser has, in connection with its decision to purchase the aggregate principal amount of Notes set forth
on the signature page to this Agreement, relied solely upon the Disclosure Package and the representations and warranties of the
Company contained herein, and the Purchaser has not relied on the Placement Agent or the Settlement Agent in negotiating the terms
of its investment in the Notes, and, in making a decision to purchase the Notes, the Purchaser has not received or relied on any
communication, investment advice or recommendation from the Placement Agent or the Settlement Agent.


 


(m)        
Neither the Purchaser nor any of its subsidiaries (collectively, the “Purchaser Entity”) or, to
the knowledge of the Purchaser or any director, officer, employee, agent, affiliate or representative of the Purchaser Entity,
is a person that is, or is owned or controlled by a person that is:


 


(A)            
the subject of any Sanctions, nor


 


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


 


(n)              
There is no action, suit, proceeding or investigation pending or, to the knowledge of the Purchaser, threatened against
the Purchaser which is reasonably likely to materially adversely affect the ability of the Purchaser to perform its obligations
hereunder.


 


(o)              
The Purchaser will have at the Closing Date sufficient capital to satisfy the Purchaser’s obligation to purchase
the Notes pursuant to this Agreement.


 


7.            Termination.
The Purchaser may terminate this Agreement by notice given to the Company if after the execution and delivery of this Agreement
and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the case
may be, any of the New York Stock Exchange, the Nasdaq Stock Market, the Nasdaq Global Select Market, the Nasdaq Global Market,
the Nasdaq Capital Market, the NYSE American or the over-the-counter market, (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment
or clearance services in the United States shall have occurred, (iv) the Closing Date has not occurred by December 31, 2019, except
where such failure to close was due to the delay or other fault of the Purchaser in breach of this Agreement, (v) a general moratorium
on commercial banking activities shall have been declared by federal or New York State authorities or (vi) there shall have occurred
any outbreak or escalation of hostilities involving the United States, or any material change in financial markets or any calamity
or crisis that, in the Purchaser’s good faith judgment, is material and adverse and that, singly or together with any other
event specified in this clause (vi), makes it, in the Purchaser’s good faith judgment, impracticable or inadvisable in any
material respect to proceed with the sale or delivery of the Notes on the terms and in the manner contemplated in this Agreement.


 






    - 19 -


     


    

 


8.            Effectiveness. This Agreement shall become effective upon the execution and delivery hereof by the parties
hereto. The respective agreements, representations, warranties and other statements of the Company and the Purchaser set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Purchaser, the Company or any of their respective officers or directors or any controlling person, as the case may be, and
will survive delivery of and payment for the Notes sold hereunder and any termination of this Agreement.


 


If this Agreement shall be terminated by
the Purchaser because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Company shall be unable to perform its obligations under this Agreement, the Company
will reimburse the Purchaser for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably
incurred by the Purchaser in connection with this Agreement or the offering contemplated hereunder.


 


9.           
Entire Agreement. This Agreement, the Notes, and the Indenture represent the entire agreement between the
Company and the Purchaser with respect to the purchase and sale of the Notes. There are no oral agreements among the parties hereto.
No modification, amendment or waiver of any of the terms of this Agreement, nor any consent to any departure by the Company therefrom,
will be effective unless made in a writing signed by the party to be charged, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given.


 


10.          Counterparts.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement
by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall
be effective as delivery of a manually executed counterpart thereof.


 


11.          Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, and in each case their respective successors,
and no other person will have any right or obligation hereunder. The term “successors” shall not include any other
subsequent purchaser of the Notes from any of the Purchaser. This Agreement may not be transferred or assigned without the prior
written consent of the other parties hereto.


 


12.          Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York.


 






    - 20 -


     


    

 


13.          Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed a part of this Agreement.


 


14.           Notices. All notices or other communications required or permitted under this Agreement shall be in writing
and shall be deemed given or delivered: (i) when delivered personally; (ii) one business day following deposit with a recognized
overnight courier service, provided such deposit occurs before the deadline imposed by that service for overnight delivery or (iii)
when transmitted, if sent by electronic mail, provided confirmation of receipt is received by sender and the notice is sent by
an additional method provided under this Agreement, and:


 


Teligent, Inc.


105 Lincoln Avenue, PO Box 687


Buena, New Jersey 08310


Attention: Jason Grenfell-Gardner, President and Chief
Executive Officer


Email: jason@teligent.com


 


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


 


If before February 29, 2020


K&L Gates LLP


Hearst Tower, 214 North Tryon Street, 47th Floor


Charlotte, North Carolina 28202


Attention: Sean M. Jones


Email: sean.jones@klgates.com


 


If after February 29, 2020


K&L Gates LLP


300 South Tryon Street, 10th Floor


Charlotte, North Carolina 28202


Attention: Sean M. Jones


Email: sean.jones@klgates.com


 


Any party to this Agreement may change such
address for notices by sending to the parties to this Agreement written notice of a new address for such purpose.


 


15.          Severability. In the event that any provision of this Agreement shall be declared invalid or unenforceable
by any regulatory body or court having jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability
of the remaining portions of this Agreement.


 






    - 21 -


     


    

 


16.          Interpretation.
For purposes of this Agreement, the words “hereof,” “herein,” “hereby” and other words of
similar import refer to this Agreement as a whole unless otherwise indicated. Whenever the singular is used herein, the same
shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. The
term “including” means “including but not limited to.” The word “or” shall not be
exclusive. Whenever used in this Agreement, the masculine gender shall include the feminine and neutral genders. All
references herein to Articles, Sections, Subsections, Paragraphs and Exhibits shall be deemed references to Articles and
Sections and Subsections and Paragraphs of, and Exhibits to, this Agreement unless the context shall otherwise require. Any
reference herein to any statute, agreement or document, or any section thereof, shall, unless otherwise expressly provided,
be a reference to such statute, agreement, document or section as amended, modified or supplemented (including any successor
section) and in effect from time to time. All terms defined in this Agreement shall have the defined meaning when used in any
Exhibit, Schedule, certificate or other documents attached hereto or made or delivered pursuant hereto unless otherwise
defined therein. The parties acknowledge and agree that, except as specifically provided herein, they may pursue judicial
remedies at law or in equity in the event of a dispute with respect to the interpretation or construction of this Agreement.
This Agreement shall be interpreted and enforced in accordance with the provisions hereof without the aid of any canon,
custom or rule of law requiring or suggesting constitution against the party causing the drafting of the provision in
question.


 


17.           Placement Agent as Third Party Beneficiary; No Other Third-Party Beneficiary. The parties agree and recognize
the Placement Agent as an express third party beneficiary solely and exclusively to the extent of Sections 1, 5 and 6
of this Agreement. The Placement Agent shall be entitled to rely on the representations, warranties and covenants made by the Company
and the Purchaser in such Sections, as if such representations, warranties and covenants were made directly to the Placement Agent.
Except for the two immediately preceding sentences, nothing in this Agreement is intended or shall be construed to give any person,
other than the parties, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect
of this Agreement or any provision contained herein.


 


18.          
Suits. Any legal suit, action or proceeding arising out of, or based upon, this Agreement or the transactions
contemplated hereby, may be instituted in any state or federal court located in the Borough of Manhattan, New York, New York (each,
a “New York Court”), and each party hereby waives, to the fullest extent it may effectively do so, any objection
which it may now or hereafter have, to the laying of venue of any such proceeding and submits to the exclusive jurisdiction of
such courts in any such legal suit, action or proceeding. Each party hereby waives irrevocably any immunity to jurisdiction to
which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment
attachment and execution), in any legal suit, action or proceeding against it arising out of, or based upon, this Agreement or
the transactions contemplated hereby, that is instituted in any New York Court. Process in any such legal suit, action or proceeding
may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.


 


19.           WAIVER OF JURY TRIAL. Each party hereby irrevocably waives, to the
fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or based
upon this Agreement, THE SECURITIES or the transactions contemplated hereby.


 


[Signature Pages to Follow]


 






    - 22 -


     


    

 


	 	Very truly yours,
	 	 
	 	TELIGENT, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to the Note
Purchase Agreement]


 




     


     


    

 



 


Accepted as of the date hereof:


 


[Insert Purchaser’s Signature Block]


 


	Print or Type:	 
	 	Name of Purchaser
	 	(Institution)
	 	 
	 	Address of Purchaser’s Executive Offices
	 	 
	 	Name of Individual representing Purchaser (if an Institution)
	 	 
	 	
        Title of Individual representing Purchaser
        (if an Institution)

         

	 	$ 
	 	Aggregate Principal amount of Notes to Be Purchased
	Signature by:	Individual representing Purchaser:
	 	 
	 	Address: 	 
	 	Telephone:	 
	 	Facsimile:	 
	 	Email:	 


 


 


*** Please note that if you are sub-allocating
to multiple funds,


 


you must execute a signature page for each
fund. ***


 









     


     


    

 


EXHIBIT A


[Form
of Indenture]


 








    Exhibit A-1