Exhibit
10.1


 


Execution
Version


 





PURCHASE
AGREEMENT


 


THIS
PURCHASE AGREEMENT (the “Agreement”), dated as of July 30, 2020, by and between ADVAXIS, INC., a
Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited
liability company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined
in Section 1 hereof.


 


WHEREAS:


 


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to
buy from the Company, up to Twenty Million Dollars ($20,000,000) of the Company’s common stock, $0.001 par value per share
(the “Common Stock”). The shares of Common Stock to be purchased hereunder (including, without limitation,
the Initial Purchase Shares (as defined in Section 2(a) hereof)) are referred to herein as the “Purchase Shares.”


 


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:


 


	1.	CERTAIN
    DEFINITIONS.


 


For
purposes of this Agreement, the following terms shall have the following meanings:


 


(a)
“Accelerated Purchase Date”
means, with respect to any Accelerated Purchase made pursuant to Section 2(c) hereof or any Additional Accelerated Purchase
pursuant to Section 2(d) hereof, the Business Day immediately following the applicable Purchase Date with respect to the
corresponding Regular Purchase made pursuant to Section 2(b) hereof.


 


(b)
“Accelerated Purchase Period”
means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof, such period of time on the Accelerated
Purchase Date beginning at the official open of trading on the Principal Market, and ending at the earliest of (i) the official
close of trading on the Principal Market on such Accelerated Purchase Date, (ii) such time that the total number (or volume) of
shares of Common Stock traded on the Principal Market has exceeded the quotient of (A) the Accelerated Purchase Share Amount,
divided by (B) 0.3, and (iii) such time on the Accelerated Purchase Date that the Sale Price has fallen below any minimum price
threshold set forth in the applicable Purchase Notice by the Company.


 


(c)
“Accelerated Purchase Share Amount”
means, with respect to an Accelerated Purchase made pursuant to Section 2(c) hereof or an Additional Accelerated Purchase
made pursuant to Section 2(d) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor
in a Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the applicable Regular Purchase
Share Limit for the corresponding Regular Purchase and (ii) 30% of the total volume of shares of Common Stock traded on the Principal
Market during the Accelerated Purchase Period or the Additional Accelerated Purchase Period, as applicable; provided, that
the parties may mutually agree to increase the Accelerated Purchase Share Amount for any Accelerated Purchase or Additional Accelerated
Purchase.


 




    	 		 



     


    

 


(d)
“Additional Accelerated Purchase Period”
means, with respect to an Additional Accelerated Purchase pursuant to Section 2(d) hereof, such period of time on the Accelerated
Purchase Date beginning at the latest of (i) the end of the Accelerated Purchase Period for the corresponding Accelerated Purchase
made pursuant to Section 2(c) hereof on such Accelerated Purchase Date, (ii) the end of the Additional Accelerated Purchase
Period for the most recently completed prior Additional Accelerated Purchase pursuant to Section 2(d) hereof on such Accelerated
Purchase Date, as applicable, and (iii) the time at which all Purchase Shares for all prior Purchases, including, those effected
on the applicable Accelerated Purchase Date have theretofore been received by the Investor as DWAC Shares in accordance with this
Agreement, and ending at the earliest of (i) the official close of trading on the Principal Market on the Accelerated Purchase
Date, (ii) such time that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the
quotient of (A) the Accelerated Purchase Share Amount, and (B) 0.3, and (iii) such time that the Sale Price has fallen below any
minimum price threshold set forth in the applicable Purchase Notice by the Company.


 


(e)
“Available Amount” means,
initially, Twenty Million Dollars ($20,000,000) in the aggregate, which amount shall be reduced by the Purchase Amount each time
the Investor purchases shares of Common Stock pursuant to Section 2 hereof.


 


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


 


(g)
“Base Prospectus” means the
Company’s final base prospectus, dated August 30, 2018, a preliminary form of which is included in the Registration Statement,
including the documents incorporated by reference therein.


 


(h)
“Business Day” means any day
on which the Principal Market is open for trading, including any day on which the Principal Market is open for trading for a period
of time less than the customary time.


 


(i)
“Closing Sale Price” means,
for any security as of any date, the last closing sale price for such security on the Principal Market as reported by the Principal
Market.


 


(j)
“Confidential Information”
means any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection
of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), which is designated
as “Confidential,” “Proprietary” or some similar designation. Information communicated orally shall be
considered Confidential Information if such information is confirmed in writing as being Confidential Information within ten (10)
Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing party
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 action or inaction of the receiving party;
(iii) is already in the possession of the receiving party without confidential restriction 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; or (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.


 


(k)
“DTC” means The Depository
Trust Company, or any successor performing substantially the same function for the Company.


 


(l)
“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 Deposit/Withdrawal at Custodian
(DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar program hereafter adopted
by DTC performing substantially the same function.


 




    	 	2	 



    	 



    

 


(m)
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(n)
“Floor Price” means $0.10,
which shall be adjusted for any reorganization, recapitalization, non-cash dividend, share split or other similar transaction
and, effective upon the consummation of any of the foregoing, the Floor Price shall mean the lower of (i) the adjusted
price and (ii) $0.10.


 


(o)
“Initial Prospectus Supplement”
means the prospectus supplement of the Company relating to the Securities, including the accompanying Base Prospectus, to be prepared
and filed by the Company with the SEC pursuant to Rule 424(b)(5) under the Securities Act and in accordance with Section 5(a)
hereof, together with all documents and information incorporated therein by reference.


 


(p)
“Material Adverse Effect”
means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the results of operations, assets,
business or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect
that resulted exclusively from (A) any change in the United States or foreign economies or securities or financial markets in
general that does not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that
generally affects the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect
on the Company and its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, hostilities, acts
of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war,
sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor, its affiliates
or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the effect of any
change in applicable laws or accounting rules that does not have a disproportionate effect on the Company and its Subsidiaries,
taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or the consummation of the transactions
contemplated by this Agreement, or (iii) the Company’s ability to perform in any material respect on a timely basis its
obligations under any Transaction Document to be performed as of the date of determination.


 


(q)
“Maturity Date” means the
first day of the month immediately following the Thirty-Six (36) month anniversary of the Commencement Date.


 


(r)
“Person” means an individual
or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


(s)
“Principal Market” means The
Nasdaq Global Select Market; provided, however, that in the event the Company’s Common Stock is ever listed or traded on
The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin
Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor to any of the
foregoing), then the “Principal Market” shall mean such other market or exchange on which the Company’s Common
Stock is then listed or traded.


 


(t)
“Prospectus” means the Base
Prospectus, as supplemented by any Prospectus Supplement (including the Initial Prospectus Supplement), including the documents
and information incorporated by reference therein.


 




    	 	3	 



    	 



    

 


(u)
“Prospectus Supplement” means
any prospectus supplement to the Base Prospectus (including the Initial Prospectus Supplement) filed with the SEC pursuant to
Rule 424(b) under the Securities Act in connection with the transactions contemplated by this Agreement, including the documents
and information incorporated by reference therein.


 


(v)
“Purchase” means the Initial
Purchase, or any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder, as applicable.


 


(w)
“Purchase Amount” means, with
respect to the Initial Purchase, or any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase made hereunder,
as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.


 


(x)
“Purchase Date” means, with
respect to a Regular Purchase made pursuant to Section 2(b) hereof, the Business Day on which the Investor receives, after
4:00 p.m., Eastern time on such Business Day, a valid Purchase Notice for such Regular Purchase in accordance with this Agreement;
provided that any Business Day that is twenty (20) days or less before the filing of any post-effective amendment to the Registration
Statement or New Registration Statement (as such term is defined in the Registration Rights Agreement), and until the effective
date of any such post-effective amendment to the Registration Statement or New Registration Statement shall not be a Purchase
Date.


 


(y)
“Purchase Notice” means a
notice delivered to the Investor pursuant to Section 2 with respect to any Regular Purchase, Accelerated Purchase or Additional
Accelerated Purchase, respectively.


 


(z)
“Registration Rights Agreement”
means that certain Registration Rights Agreement, of even date herewith between the Company and the Investor.


 


(aa)
“Registration Statement” has
the meaning set forth in the Registration Rights Agreement.


 


(bb)
“Regular Purchase Share Limit”
means One Million (1,000,000) Purchase Shares, in each case to be adjusted following any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock, split or other similar transaction effected with respect to the Common Stock; provided,
that if following such an adjustment, the Regular Purchase Share Limit as adjusted would preclude the Company from delivering
to the Investor a Purchase Notice hereunder for a Purchase Amount equal to or greater than Five Hundred Thousand Dollars ($500,000),
the Regular Purchase Share Limit shall equal the maximum number of Purchase Shares that would enable the Company to deliver to
the Investor a Purchase Notice for a Purchase Amount equal to, or as closely approximating without exceeding, Five Hundred Thousand
Dollars ($500,000); provided, further, that the Investor’s committed obligation under any single Regular Purchase
shall not exceed One Million Dollars ($1,000,000); provided, further, however, that the parties may mutually
agree to increase the Regular Purchase Share Limit for any Regular Purchase up to Three Million (3,000,000) Purchase Shares.


 


(cc)
“Sale Price” means any trade
price for the shares of Common Stock on the Principal Market as reported by the Principal Market.


 


(dd)
“SEC” means the U.S. Securities
and Exchange Commission.


 


(ee)
“Securities” means, collectively,
the Purchase Shares and the Commitment Shares.


 


(ff)
“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 




    	 	4	 



    	 



    

 


(gg)
“Shelf Registration Statement”
has the meaning set forth in the Registration Rights Agreement.


 


(hh)
“Subsidiary” 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.


 


(ii)
“Transaction Documents” means,
collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement and the schedules and exhibits
thereto, and each of the other agreements, documents, certificates and instruments entered into or furnished by the parties hereto
in connection with the transactions contemplated hereby and thereby.


 


(jj)
“Transfer Agent” means Continental
Stock Transfer & Trust Company, or such other Person who is then serving as the transfer agent for the Company in respect
of the Common Stock.


 


(kk)
“VWAP” means in respect of
an applicable Accelerated Purchase Date, the volume weighted average price of the Common Stock on the Principal Market, as reported
on the Principal Market or by another reputable source such as Bloomberg, L.P.


 


	2.	PURCHASE
    OF COMMON STOCK.


 


Subject
to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has
the obligation to purchase from the Company, Purchase Shares as follows:


 


(a)
Initial Purchase of Common Stock. Upon
the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and
the date of satisfaction of such conditions the “Commencement Date”), the Investor shall purchase 3,510,527
Purchase Shares at an aggregate purchase price of $1,999,999.89 (such purchase the “Initial Purchase” and such
Purchase Shares, the “Initial Purchase Shares”).


 


(b)
Commencement of Regular Purchases of Common
Stock. Beginning one Business Day following the Commencement Date and thereafter, the Company shall have the right, but not
the obligation, to direct the Investor, by its delivery to the Investor of a Purchase Notice from time to time on any Purchase
Date on which the Closing Sale Price is not below the Floor Price, to purchase up to the Regular Purchase Share Limit (each such
purchase, a “Regular Purchase”) at the lower of: (i) the lowest Sale Price of the Common Stock on the applicable
Purchase Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten
(10) consecutive Business Days ending on the Business Day immediately preceding such Purchase Date (the “Purchase Price”).
The Company may deliver Purchase Notices to the Investor for multiple Regular Purchases on a Purchase Date subject to the second
sentence of Section 2(h).


 


(c)
Accelerated Purchases. On any Purchase
Date, provided that the Company properly submitted a Purchase Notice for a Regular Purchase for a number of Purchase Shares not
less than the Regular Purchase Share Limit then in effect on such Purchase Date and subject to the terms and conditions of this
Agreement, the Company shall also have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable Accelerated Purchase Share
Amount (each such purchase, an “Accelerated Purchase”) at ninety-seven percent (97%) of the lower of (i) the
Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date and (ii) the VWAP for the Accelerated Purchase
Period (the “Accelerated Purchase Price”). Within one (1) Business Day after completion of each Accelerated
Purchase Date for an Accelerated Purchase, the Investor will provide to the Company a written confirmation of such Accelerated
Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such Accelerated Purchase.


 




    	 	5	 



    	 



    

 


(d)
Additional Accelerated Purchases. On any
Accelerated Purchase Date, provided that the Company properly submitted a Purchase Notice for an Accelerated Purchase and subject
to the terms and conditions of this Agreement, the Company shall also have the right, but not the obligation, to direct the Investor,
by its delivery to the Investor of a Purchase Notice from time to time in accordance with this Agreement, to purchase the applicable
Accelerated Purchase Share Amount (each such purchase, an “Additional Accelerated Purchase”) at the Accelerated
Purchase Price. The Company may deliver Purchase Notices to the Investor for multiple Additional Accelerated Purchases on an Accelerated
Purchase Date subject to the second sentence of Section 2(h).


 


(e)
Payment for Purchase Shares. For the Initial
Purchase and each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect
to such Initial Purchase or Regular Purchase, as applicable, as full payment for such Purchase Shares via wire transfer of immediately
available funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received
by the Investor before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern
time, the next Business Day. Within one (1) Business Day after completion of each Accelerated Purchase Date for an Accelerated
Purchase or Additional Accelerated Purchase, respectively, the Investor will provide to the Company a written confirmation of
such Accelerated Purchase setting forth the applicable Accelerated Purchase Share Amount and Accelerated Purchase Price for such
Purchase. For each Accelerated Purchase and each Additional Accelerated Purchase, the Investor shall pay to the Company an amount
equal to the Purchase Amount with respect to such Purchase as full payment for such Purchase Shares via wire transfer of immediately
available funds on the second Business Day following the date that the Investor receives the Purchase Shares for such Purchase.
If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer any Purchase Shares
as DWAC Shares with respect to any Purchase within three (3) Business Days following the receipt by the Company of the Purchase
Price or Accelerated Purchase Price, as applicable, for any Purchase therefor in compliance with this Section 2(e), and
if on or after such Business Day the Investor purchases (in an open market transaction or otherwise) shares of Common Stock to
deliver in satisfaction of a sale by the Investor of Purchase Shares in anticipation of receiving Purchase Shares from the Company
with respect to such Purchase, then the Company shall, within three (3) Business Days after the Investor’s request, either
(i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s
obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to
the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the
Cover Price over the total Purchase Amount paid by the Investor pursuant to this Agreement for all of the Purchase Shares to be
purchased by the Investor in connection with such purchases. The Company shall not issue any fraction of a share of Common Stock
upon any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase. If the issuance would result in the issuance
of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest
whole share. All payments made under this Agreement shall be made in lawful money of the United States of America or wire transfer
of immediately available funds to such account as the Company may from time to time designate by written notice in accordance
with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day
that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


 




    	 	6	 



    	 



    

 


(f)
Compliance with Rules of the Principal Market.
Notwithstanding anything in this Agreement to the contrary, and in addition to the limitations set forth in Section 2(g), the
Company shall not issue more than 12,326,314 shares (including the Commitment Shares) of Common Stock (the “Exchange Cap”)
under this Agreement, which equals 19.99% of the Company’s outstanding shares of Common Stock as of the date hereof, unless
stockholder approval is obtained to issue in excess of the Exchange Cap; provided, however, that the foregoing limitation shall
not apply if at any time the Exchange Cap is reached and at all times thereafter the average price paid for all shares of Common
Stock issued under this Agreement is equal to or greater than $0.605 (the “Minimum Price”), a price equal to the lower
of (i) the Nasdaq Official Closing Price immediately preceding the execution of this Agreement or (ii) the arithmetic average
of the five (5) Nasdaq Official Closing Prices for the Common Stock immediately preceding the execution of this Agreement, as
adjusted in accordance with the rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the
transaction contemplated hereby would not be “below market” and the Exchange Cap would not apply). Notwithstanding
the foregoing, the Company shall not be required or permitted to issue, and the Investor shall not be required to purchase, any
shares of Common Stock under this Agreement if such issuance would violate the rules or regulations of the Principal Market. The
Company may, in its sole discretion, determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding
shares of Common Stock hereunder if such issuance would require stockholder approval under the rules or regulations of the Principal
Market. The Exchange Cap shall be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable
that may be aggregated with the transactions contemplated by this Agreement under applicable rules of the Principal Market.


 


(g)
Beneficial Ownership Limitation. Notwithstanding
anything to the contrary contained in this Agreement, the Company shall not issue or sell, and the Investor shall not purchase
or acquire, any shares of Common Stock under this Agreement which, when aggregated with all other shares of Common Stock then
beneficially owned by the Investor and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3
promulgated thereunder) would result in the beneficial ownership by the Investor and its affiliates of more than 9.99% of the
then issued and outstanding shares of Common Stock (the “Beneficial Ownership Limitation”). Upon the written
or oral request of the Investor, the Company shall promptly (but not later than one (1) Business Day) confirm orally or in writing
to the Investor the amount of Common Stock then outstanding. The Investor and the Company shall each cooperate in good faith in
the determinations required hereby and the application hereof. The Investor’s written certification to the Company of the
applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive
with respect to the applicability thereof and such result absent manifest error.


 


(h)
Excess Share Limitations. If the Company
delivers any Purchase Notice for a Purchase Amount in excess of the limitations contained in this Section 2, such Purchase
Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Purchase
Notice exceeds the number of Purchase Shares that the Company is permitted to include in such Purchase Notice in accordance herewith,
and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Purchase Notice; provided,
however, that the Investor shall remain obligated to purchase the number of Purchase Shares that the Company is permitted
to include in such Purchase Notice. If the Company delivers a Purchase Notice, and all Purchase Shares subject to all prior Purchases
have not theretofore been received by the Investor as DWAC Shares in accordance with this Agreement, such Purchase Notice shall
not be deemed to have been delivered and the Investor shall not be required to purchase any Purchase Shares until all Purchase
Shares for such prior Purchases have been received by the Investor as DWAC Shares. If any issuance of Purchase Shares would result
in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock to
the nearest whole share.


 




    	 	7	 



    	 



    

 


(i)
Adjustments for Shares and Prices. Except
as specifically stated otherwise, all share-related and dollar-related limitations contained in this Section 2, shall be
adjusted to take into account any reorganization, recapitalization, non-cash dividend, stock split, reverse stock, split or other
similar transaction effected with respect to the Common Stock.


 


	3.	INVESTOR’S
    REPRESENTATIONS AND WARRANTIES.


 


The
Investor represents and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)
Organization, Authority. Investor is an
entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with the
requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to
carry out its obligations hereunder and thereunder.


 


(b)
Accredited Investor Status. The Investor
is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the Securities
Act.


 


(c)
Investment Purpose. The Investor is acquiring
the Securities as principal for its own account for investment only and not with a view to or for distributing or reselling such
Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention
of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct
or indirect arrangement or understandings with any other Persons to distribute or regarding the distribution of such Securities
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting the Investor’s
right to sell the Securities at any time pursuant to the Registration Statement described herein or otherwise in compliance with
applicable federal and state securities laws). The Investor is acquiring the Securities hereunder in the ordinary course of its
business.


 


(d)
Information. The Investor understands
that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear the economic risk of an
investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities and (iii) has had an
opportunity to ask questions of and receive answers from the officers of the Company concerning the financial condition and business
of the Company and other matters related to an investment in the Securities. Neither such inquiries nor any other due diligence
investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor’s right to rely
on the Company’s representations and warranties contained in Section 4 below. The Investor has sought such accounting,
legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of
the Securities. The Investor acknowledges and agrees that neither the Company nor any of its Subsidiaries, nor any of their officers,
employees, representatives, or advisors, makes or has made any representations or warranties with respect to the transactions
contemplated hereby, other than those specifically set forth in Section 4 hereof.


 


(e)
No Governmental Review. The Investor understands
that no U.S. federal or state agency or any other government or governmental agency has passed on or made any recommendation or
endorsement of the Securities or the fairness or suitability of an investment in the Securities nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 


(f)
Validity; Enforcement. This Agreement
has been duly and validly authorized, executed and delivered on behalf of the Investor and is a valid and binding agreement of
the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability to general principles
of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to,
or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 




    	 	8	 



    	 



    

 


(g)
Residency. The Investor’s principal
place of business is in the State of Illinois.


 


(h)
No Short Selling. The Investor represents
and warrants to the Company that at no time prior to the date of this Agreement has any of the Investor, its agents, representatives
or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any (i) “short sale” (as such
term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes
a net short position with respect to the Common Stock.


 


	4.	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants to the Investor that as of the date hereof and as of the Commencement Date:


 


(a)
Organization and Qualification. The Company
and 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 corporate power and authority to own and
use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in
violation or default of any of the provisions of its respective certificate or articles of formation or incorporation, bylaws
or other organizational or charter documents except as would not be expected to result in a Material Adverse Effect. 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, would not 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. The Company has no Subsidiaries except as set
forth in the SEC Documents.


 


(b)
Authorization; Enforcement; Validity.
(i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement
and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof and thereof, (ii)
the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated
hereby and thereby, including without limitation, the issuance of the Commitment Shares (as defined below in Section 5(e))
and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement, have been duly authorized
by the Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors
or any committee thereof, or its stockholders (except as set forth in Section 2(f) hereof), (iii) this Agreement has been,
and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this
Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the
valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or
similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies. The Board of Directors
of the Company has approved the resolutions (the “Signing Resolutions”) substantially in the form as set forth
as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby. The Signing Resolutions
are valid, in full force and effect and have not been modified or supplemented in any respect. The Company has delivered to the
Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed by all of the members
of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents of the Company’s
Board of Directors, any other authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s
Certificate of Incorporation in effect on the date hereof (the “Certificate of Incorporation”) and/or the Company’s
Bylaws in effect on the date hereof (the “Bylaws”) to authorize the execution and delivery of this Agreement
or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance
of the Purchase Shares.


 




    	 	9	 



    	 



    

 


(c)
Capitalization. As of the date hereof,
the authorized capital stock of the Company is set forth in the SEC Documents (as defined below). Except as disclosed in the SEC
Documents, (i) no shares of the Company’s capital stock are subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are
no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to,
or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, or contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
the Company or any of its Subsidiaries, (iv) there are no agreements or arrangements under which the Company or any of its Subsidiaries
is obligated to register the sale of any of their securities under the Securities Act (except the Registration Rights Agreement),
(v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of
its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (vi) there are no securities
or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described
in this Agreement and (vii) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements
or any similar plan or agreement. The Company has furnished to the Investor true and correct copies of the Certificate of Incorporation
and the Bylaws, and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies
of any documents containing the material rights of the holders thereof in respect thereto.


 


(d)
Issuance of Securities. Upon issuance
and payment therefor in accordance with the terms and conditions of this Agreement, the Securities shall be validly issued, fully
paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 34,000,000 shares
of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares and
Commitment Shares.


 




    	 	10	 



    	 



    

 


(e)
No Conflicts. The execution, delivery
and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated
hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Securities) will not (i) result
in a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding
series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result
in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations
and the rules and regulations of the Principal Market applicable to the Company) or by which any property or asset of the Company
or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the
Company or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that would not reasonably be
expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall
not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the
sanctions for which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities
laws and the rules and regulations of the Principal Market, the Company is not required to obtain any consent, authorization or
order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency
in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance
with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings
and registrations that the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or
prior to the Commencement Date. Except as disclosed in the SEC Documents, since one year prior to the date hereof, the Company
has not received nor delivered any notices or correspondence from or to the Principal Market, and the Principal Market has not
commenced any delisting proceedings against the Company.


 


(f)
SEC Documents; Financial Statements. The
Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the
Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the 12 months preceding the date hereof (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. None of the SEC Documents,
when filed, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of
the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules
and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements (i) have been prepared
in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved
(“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except
that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments. Except as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (“EDGAR”)
or in connection with a confidential treatment request submitted to the SEC, the Company has received no notices or correspondence
from the SEC for the one year preceding the date hereof other than SEC comment letters relating to the Company’s filings
under the Exchange Act or the Securities Act. To the Company’s knowledge, the SEC has not commenced any enforcement proceedings
against the Company or any of its Subsidiaries.


 


(g)
Absence of Certain Changes. Except as
disclosed in the SEC Documents, since December 31, 2019, there has been no change that would constitute a Material Adverse Effect
in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries. The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 




    	 	11	 



    	 



    

 


(h)
Absence of Litigation. Except as disclosed
in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened
against or affecting the Company, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s or
the Company’s Subsidiaries’ officers or directors in their capacities as such, which would reasonably be expected
to have a Material Adverse Effect.


 


(i)
Acknowledgment Regarding 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.


 


(j)
No Aggregated Offering. Neither the Company,
nor any of its affiliates, nor any Person acting on its or their behalf has sold any security under circumstances that would reasonably
be expected to cause this offering of the Securities to be aggregated with prior offerings by the Company in a manner that would
require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed
or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Principal
Market.


 


(k)
Intellectual Property Rights. Except as
disclosed in the SEC Documents, the Company and its Subsidiaries 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 material trademarks, trade names, service marks, service mark registrations, service
names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other
intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within
two years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect.. The
Company and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries, or other party,
of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service
marks, service mark registrations, trade secret or other similar rights 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 or its Subsidiaries regarding trademark, trade name, patents,
patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other
infringement, which could reasonably be expected to have a Material Adverse Effect.


 


(l)
Environmental Laws. The Company and its
Subsidiaries (i) are in compliance with 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) have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses and (iii) are 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.


 




    	 	12	 



    	 



    

 


(m)
Title. Except as disclosed in the SEC
Documents, the Company does not own any real property. The Company and the Subsidiaries have good and marketable title in all
personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear
of all liens, encumbrances and defects (“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 and
the Subsidiaries 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 and the Subsidiaries are held by them under valid,
subsisting and enforceable leases with which the Company and the Subsidiaries are 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 and its
Subsidiaries.


 


(n)
Insurance. The Company and each of its
Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts
as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries
are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither
the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage
as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations
of the Company and its Subsidiaries, taken as a whole.


 


(o)
Regulatory Permits. The Company and its
Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign
regulatory authorities necessary to conduct their respective businesses as currently conducted, except where the failure to possess
such certificates, authorizations, or permits would not reasonably be expected to have a Material Adverse Effect, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
material certificate, authorization or permit.


 


(p)
Tax Status. The Company and each of its
Subsidiaries has made or filed all federal, state and foreign 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 and each of its Subsidiaries
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.


 


(q)
Transactions With Affiliates. Except as
disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s stockholders covered by Item 403(a)
of Regulation S-K, officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly
an interest in, or is a party to, any transaction that would be required to be disclosed as a related party transaction pursuant
to Item 404 of Regulation S-K promulgated under the Securities Act.


 




    	 	13	 



    	 



    

 


(r)
Application of Takeover Protections. The
Company and its Board of Directors have taken or will take prior to the Commencement 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 Certificate 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.


 


(s)
Disclosure. Except with respect to the
material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed
by the Company, 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 which
is not otherwise disclosed in the SEC Documents. The Company understands and confirms that the Investor will rely on the foregoing
representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf
of the Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure
schedules to this Agreement, taken as a whole, is true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The press releases disseminated by the Company during the 12 months
preceding the date of this Agreement taken as a whole did not as of their issue date contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made and when made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3 hereof.


 


(t)
Foreign Corrupt Practices. Neither the
Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of the Company, 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 made
by any Person acting on its behalf of which the Company is aware) that is in violation of law, or (iv) violated in any material
respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 




    	 	14	 



    	 



    

 


(u)
Registration Statement. The Company has
prepared and filed the Shelf Registration Statement with the SEC in accordance with the Securities Act. The Shelf Registration
Statement was declared effective by order of the SEC on August 30, 2018. The Shelf Registration Statement is effective pursuant
to the Securities Act and available for the issuance of the Securities thereunder, and the Company has not received any written
notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Shelf Registration
Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the Shelf Registration
Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either
case, either temporarily or permanently or intends or, to the knowledge of the Company, has threatened in writing to do so. The
“Plan of Distribution” section of the Prospectus permits the issuance of the Securities under the terms of this Agreement.
At the time the Shelf Registration Statement and any amendments thereto became effective, at the date hereof and at each deemed
effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration Statement and any amendments
thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such
Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all
material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein not misleading; provided that this representation
and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity
with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use
therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities
Act in reliance on General Instruction I.B.1 of Form S-3 for the offering and issuance of the Securities contemplated by this
Agreement, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant
to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth
in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that
the Company or another participant in the transactions contemplated hereby made a bona fide offer (within the meaning of Rule
164(h)(2) of the Securities Act) relating to any of the Securities, the Company was not, and as of the date hereof the Company
is not, an “Ineligible Issuer” (as defined in Rule 405 of the Securities Act). The Company has not distributed any
offering material in connection with the offering and issuance of any of the Securities, and until the Investor does not hold
any of the Securities, shall not distribute any offering material in connection with the offering and sale of any of the Securities,
to or by the Investor, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus
Supplement required pursuant to applicable law or the Transaction Documents. The Company has not made and shall not make an offer
relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities
Act without the consent of the Investor.


 


(v)
DTC Eligibility. The Company, through
the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can
be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.


 


(w)
Sarbanes-Oxley. The Company is in compliance
with Section 404 of the Sarbanes-Oxley Act of 2002, as amended, as applicable to it as of the date hereof.


 


(x)
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 other Persons for fees
of a type contemplated in this Section 4(x) that may be due in connection with the transactions contemplated by the Transaction
Documents. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation,
attorneys’ fees and out of pocket expenses) arising in connection with any such claim.


 


(y)
Investment Company. The Company is not
required to be registered as, and immediately after receipt of payment for the Securities will not be required to be registered
as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 


(z)
Listing and Maintenance Requirements.
The Common Stock is registered pursuant to Section 12(b) 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 pursuant to the Exchange
Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The Company
has not been since December 31, 2018, and currently is not, an Ineligible Issuer (as defined in Rule 405 of the Exchange Act).


 




    	 	15	 



    	 



    

 


(aa)
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.


 


(bb)
No Market Manipulation. The Company has
not, and to its knowledge no Person acting on its 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.


 


(cc)
Regulatory. Except as described in the
SEC Documents, during the 12-month period immediately preceding the date hereof, the Company and each of its Subsidiaries: (A)
was and at all times has been in material compliance with all applicable U.S. and foreign statutes, rules, or regulations applicable
to Company and its Subsidiaries (“Applicable Laws”), except as would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect; (B) have not received any written notice of adverse finding, warning
letter, untitled letter or other correspondence or notice from the U.S. Food and Drug Administration or any other federal, state,
or foreign governmental authority having authority over the Company (“Governmental Authority”) alleging or
asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C)
possess all material Authorizations and such material Authorizations are valid and in full force and effect and, to the Company’s
knowledge, are not in violation of any term of any such material Authorizations; (D) have not received written notice of any claim,
action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental Authority or
third party alleging that any product, operation or activity is in violation of any Applicable Laws or Authorizations and have
no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (E) have not received written notice that any Governmental Authority has taken, is taking or
intends to take action to limit, suspend, modify or revoke any Authorizations and the Company has no knowledge that any such Governmental
Authority is considering such action; and (F) have filed, obtained, maintained or submitted all material reports, documents, forms,
notices, applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or material
Authorizations and that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and correct in all material respects on the date filed (or were corrected or supplemented by a subsequent
submission). During the 12-month period immediately preceding the date hereof, to the Company’s knowledge, the studies,
tests and preclinical studies and clinical trials conducted by or on behalf of the Company were and, if still pending, are, in
all material respects, being conducted in accordance with experimental protocols, procedures and controls pursuant to accepted
professional scientific standards and all Applicable Laws, including, without limitation, the United States Federal Food, Drug,
and Cosmetic Act or any other federal, state, local or foreign governmental or quasi-governmental body exercising comparable authority;
the descriptions of the results of such studies, tests and trials contained in the SEC Documents are accurate and complete in
all material respects and fairly present the data derived from such studies, tests and trials; and the descriptions in the SEC
Documents of the results of such clinical trials are consistent in all material respects with such results and to the Company’s
knowledge there are no other studies or other clinical trials whose results are materially inconsistent with or otherwise materially
call into question the results described or referred to in the SEC Documents. The Company has concluded that it uses commercially
reasonable efforts to review, from time to time, the progress and results of the studies, tests and preclinical studies and clinical
trials and, based upon (i) the information provided to the Company by the third parties conducting such studies, tests, preclinical
studies and clinical trials that are described in the SEC Documents and the Company’s review of such information, and (ii)
the Company’s actual knowledge, the Company reasonably believes that the descriptions of the results of such studies, tests,
preclinical studies and clinical trials are accurate and complete in all material respects.


 






    	 	16	 



    	 



    




 


(dd)
Benefit Plans; Labor Matters. Each benefit and compensation plan, agreement, policy and arrangement that is maintained,
administered or contributed to by the Company for current or former employees or directors of, or independent contractors with
respect to, the Company has been maintained in compliance with its terms and the requirements of any applicable statutes, orders,
rules and regulations, and the Company has complied in all material respects with all applicable statutes, orders, rules and regulations
in regard to such plans, agreements, policies and arrangements. Each stock option granted under any equity incentive plan of the
Company (each, a “Stock Plan”) was granted with a per share exercise price no less than the market price per
common share on the grant date of such option in accordance with the rules of the Principal Market, and no such grant involved
any “back-dating,” “forward-dating” or similar practice with respect to the effective date of such grant;
each such option (i) was granted in compliance in all material respects with Applicable Laws and with the applicable Stock Plan(s),
(ii) was duly approved by the Board of Directors or a duly authorized committee thereof, and (iii) has been properly accounted
for in the Company’s financial statements and disclosed, to the extent required, in the Company’s filings or submissions
with the SEC, and the Principal Market. No labor problem or dispute with the employees of the Company exists or is threatened
or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its principal
suppliers or contractors, that would have a Material Adverse Effect.


 


(ee)
Shell Company Status. The Company is not, and has not been in the past twenty-four (24) months, an issuer identified in
Rule 144(i)(1) under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule
144(i)(3) under the Securities Act) at least twelve (12) months prior to the date of this Agreement reflecting its status as an
entity that is no longer an issuer identified in Rule 144(i)(1) under the Securities Act.


 


	5.	COVENANTS.


 


(a)
Filing of Current Report and Initial Prospectus Supplement. The Company agrees that it shall, on the date hereof, file
with the SEC a current report on Form 8-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company further agrees that it shall,
on the date hereof, file with the SEC the Initial Prospectus Supplement pursuant to Rule 424(b) under the Securities Act specifically
relating to the transactions contemplated by, and describing the material terms and conditions of, the Transaction Documents,
containing information previously omitted at the time of effectiveness of the Shelf Registration Statement in reliance on Rule
430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required to be
disclosed in the Shelf Registration Statement and the Prospectus as of the date of the Initial Prospectus Supplement, including,
without limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus.
The Investor acknowledges that it will be identified in the Initial Prospectus Supplement as an underwriter within the meaning
of Section 2(a)(11) of the Securities Act. The Investor shall furnish to the Company such information regarding itself, the Securities
held by it and the intended method of distribution thereof, including any arrangement between the Investor and any other Person
relating to the sale or distribution of the Securities, as shall be reasonably requested by the Company in connection with the
preparation and filing of the Current Report and the Initial Prospectus Supplement, and shall otherwise cooperate with the Company
as reasonably requested by the Company in connection with the preparation and filing of the Current Report and the Initial Prospectus
Supplement with the SEC.


 




    	 	17	 



    	 



    




 


(b)
Blue Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for
or to register or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under
this Agreement and (ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case,
under applicable securities or “Blue Sky” laws of the states of the United States in such states as is reasonably
requested by the Investor from time to time, and shall provide evidence of any such action so taken to the Investor.


 


(c)
Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to be issued
to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national securities
exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially reasonable
efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from time to
time issuable hereunder. The Company shall maintain the listing of the Common Stock on the Principal Market and shall comply in
all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations of the
Principal Market. Neither the Company nor any of its Subsidiaries shall 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 Business Day, provide to the Investor copies of any notices it receives from the Principal Market regarding
the continued eligibility of the Common Stock for listing on the Principal Market; provided, however, that the Company shall not
be required to provide the Investor copies of any such notice that the Company reasonably believes constitutes material non-public
information and the Company would not be required to publicly disclose such notice in any report or statement filed with the SEC
under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 5(d). The Company shall take all action necessary to ensure that its
Common Stock can be transferred electronically as DWAC Shares.


 


(d)
Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and
ending on the date of termination of this Agreement as provided in Section 11, neither the Investor nor its agents, representatives
or affiliates shall in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as
such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which
establishes a net short position with respect to the Common Stock.


 


(e)
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the
Company shall cause to be issued to the Investor a total of 1,084,266 shares of Common Stock (the “Commitment Shares”)
and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions with respect to the issuance of such Commitment
Shares. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether
or not the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective
of any subsequent termination of this Agreement.


 




    	 	18	 



    	 



    




 


(f)
Due Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably
deem appropriate, and upon reasonable advance notice to the Company, to perform reasonable due diligence on the Company during
normal business hours. The Company and its 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.
Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall not use
the Confidential Information for any purpose other than in connection with, or in furtherance of, the transactions contemplated
hereby. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing party and
agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by the other
party. The receiving party may disclose Confidential Information to the extent such information is required to be disclosed by
law, regulation or order of a court of competent jurisdiction or regulatory authority, provided that the receiving party shall
promptly notify the disclosing party when such requirement to disclose arises, and shall cooperate with the disclosing party so
as to enable the disclosing party to: (i) seek an appropriate protective order; and (ii) make any applicable claim of confidentiality
in respect of such Confidential Information; and provided, further, that the receiving party shall disclose Confidential Information
only to the extent required by the protective order or other similar order, if such an order is obtained, and, if no such order
is obtained, the receiving party shall disclose only the minimum amount of such Confidential Information required to be disclosed
in order to comply with the applicable law, regulation or order. In addition, any such Confidential Information disclosed pursuant
to this Section 5(f) shall continue to be deemed Confidential Information. Notwithstanding anything in this Agreement to
the contrary, the Company and the Investor agree that neither the Company nor any other Person acting on its behalf shall provide
the Investor or its agents or counsel with any information that constitutes 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, if the Investor is holding any
Securities at the time of the disclosure of such material non-public information, 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, the Company shall have at least twenty-four (24)
hours to either publicly disclose such material, non-public information in the manner contemplated by Regulation FD or to demonstrate
to the Investor that such information does not constitute material, non-public information. The Investor shall not have any liability
to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents, for
any such disclosure by the Company. The Company understands and confirms that the Investor shall be relying on the foregoing covenants
in effecting transactions in securities of the Company.


 


(g)
 Purchase Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any
given time and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Accelerated Purchase
or shall use such other method, reasonably satisfactory to the Investor and the Company.


 


(h)
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.


 


(i)
No Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its 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 cause this
offering of the Securities by the Company to the Investor to be aggregated with other offerings by the Company in a manner that
would require stockholder approval pursuant to the rules of the Principal Market on which any of the securities of the Company
are listed or designated unless stockholder approval is obtained before the closing of such subsequent transaction in accordance
with the rules of such Principal Market.


 


(j)
Use of Proceeds. The Company will use the net proceeds from the offering as described in the Prospectus.


 


(k)
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 Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction
Documents.


 




    	 	19	 



    	 



    




 


(l)
Limitation on Financings. From and after the date of this Agreement until the later of (i) the thirty-sixth (36) month
anniversary of the date of this Agreement and (ii) the thirty-sixth (36) month anniversary of the Commencement Date (if the Commencement
has occurred), in any case irrespective of any earlier the termination of this Agreement, the Company shall be prohibited from
entering into any “equity line” or similar transaction whereby an investor is irrevocably bound to purchase securities
over a period of time from the Company at a price based on the market price of the Common Stock at the time of such purchase;
provided, however, that this Section 5(l) shall not be deemed to prohibit the issuance of Common Stock pursuant
to an “at-the-market offering” by the Company exclusively through a registered broker-dealer acting as agent of the
Company pursuant to a written agreement between the Company and such registered broker-dealer. The Investor shall be entitled
to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to
collect damages, without the necessity of showing economic loss and without any bond or other security being required.


 


(m)
Publicity. The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall
consult with the Investor and its counsel on the form and substance of, and shall give due consideration to all such comments
from the Investor or its counsel on, any press release, SEC filing or any other public disclosure by or on behalf of the Company
that relates to the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplated
thereby, not less than twenty-four (24) hours prior to the issuance, filing or public disclosure thereof; provided that
the Company shall not be required to provide to the Investor any disclosures that are materially similar to those previously reviewed
by the Investor. The Investor must be provided with a substantially final version of any such press release, SEC filing or other
public disclosure at least twenty-four (24) hours prior to any release, filing or use by the Company thereof. The Company agrees
and acknowledges that its failure to fully comply with this provision constitutes a Material Adverse Effect.


 


	6.	TRANSFER
    AGENT INSTRUCTIONS.


 


On
the Commencement Date, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions,
in the form substantially similar to those used by the Investor in substantially similar transactions, to issue the Purchase Shares
and the Commitment Shares in accordance with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”).
All Securities to be issued to or for the benefit of the Investor pursuant to this Agreement shall be issued as DWAC Shares. The
Company warrants to the Investor that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 6 will be given by the Company to the Transfer Agent with respect to the Securities, and the Securities shall otherwise
be freely transferable on the books and records of the Company; provided that if Commencement has not occurred before January
30, 2021, the Company shall issue instructions to the Transfer Agent to issue the Commitment Shares to the Investor.








 


	7.	CONDITIONS
    TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK.


 


The
right of the Company hereunder to commence sales of the Purchase Shares on the Commencement Date is subject to the satisfaction
or, where legally permissible, the waiver of each of the following conditions:


 


(a)
The Investor shall have executed each of the Transaction Documents and delivered the same to the Company;


 






    	 	20	 



    	 



    

 


(b)
No stop order with respect to the Registration Statement shall be pending or threatened by the SEC;


 


(c)
The Common Stock shall be listed on the Principal Market, and all Securities to be issued by the Company to the Investor under
the Transaction Documents shall have been approved for listing on the Principal Market in accordance with the applicable rules
and regulations of the Principal Market, subject only to official notice of issuance; and


 


(d)
The representations and warranties of the Investor shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such
representations and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement
Date as though made at that time.


 


	8.	CONDITIONS
    TO THE INVESTOR’S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.


 


The
obligation of the Investor to buy Purchase Shares under this Agreement is subject to the satisfaction or, where legally permissible,
the waiver of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially
satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)
The Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)
The Investor shall have received the opinions and the negative assurances letter of the Company’s legal counsel dated as
of the Commencement Date substantially in the form agreed to prior to the date of this Agreement by the Company’s legal
counsel and the Investor’s legal counsel;


 


(c)
The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that
any of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such
representations and warranties shall be true and correct without further qualification) as of the date when made and as of the
Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which
shall be true and correct as of such date) and the Company shall have performed, satisfied and complied with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to
the Commencement Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company,
dated as of the Commencement Date, to the foregoing effect in the form attached hereto as Exhibit A;


 


(d)
The Board of Directors of the Company shall have adopted resolutions substantially in the form attached as Exhibit C to the secretary’s
certificate referenced in Section 5(h) below, which resolutions shall be in full force and effect without any amendment or supplement
thereto as of the Commencement Date;


 


(e)
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock solely for the purpose
of effecting purchases of Purchase Shares hereunder, 34,000,000 shares of Common Stock;


 


(f)
The Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company and the Company’s
Transfer Agent (or any successor transfer agent), and the Commitment Shares required to be issued on the date of this Agreement
in accordance with Section 5(e) hereof shall have been issued directly to the Investor electronically as DWAC Shares;


 




    	 	21	 



    	 



    




 


(g)
The Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation and a certificate evidencing
the incorporation and good standing of the Company in the State of Delaware, each issued by the Secretary of State of the State
of Delaware, as well as a certificate evidencing the authorization to do business in New Jersey and in each state where the Company
is required to be authorized to do business, as of a date within ten (10) Business Days of the Commencement Date;


 


(h)
The Company shall have delivered to the Investor a secretary’s certificate executed by the Secretary of the Company, dated
as of the Commencement Date, in the form attached hereto as Exhibit B;


 


(i)
The Registration Statement shall continue to be effective and no stop order with respect to the Registration Statement shall be
pending or threatened by the SEC. The Company shall have a maximum dollar amount of Common Stock registered under the Registration
Statement which is sufficient to issue to the Investor not less than (i) the full Available Amount worth of Purchase Shares plus
(ii) all of the Commitment Shares. The Current Report and the Initial Prospectus Supplement each shall have been filed with the
SEC, as required pursuant to Section 5(a), and in compliance with the Registration Rights Agreement. The Prospectus shall
be current and available for issuances and sales of all of the Securities by the Company to the Investor and for the resale of
all of the Securities by the Investor. Any other Prospectus Supplements required to have been filed by the Company with the SEC
under the Securities Act at or prior to the Commencement Date shall have been filed with the SEC within the applicable time periods
prescribed for such filings under the Securities Act. All reports, schedules, registrations, forms, statements, information and
other documents required to have been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting
requirements of the Exchange Act shall have been filed with the SEC within the applicable time periods prescribed for such filings
under the Exchange Act;


 


(j)
No Event of Default (as defined below) has occurred, and no event which, after notice and/or lapse of time, would reasonably be
expected to become an Event of Default has occurred;


 


(k)
No statute, regulation, order, 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 which prohibits the
consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents;


 


(l)
No action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of
competent jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or
foreign governmental authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any
of the officers, directors or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated
by the Transaction Documents, or seeking material damages in connection with such transactions; and


 


(m)
All federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and
orders of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal,
state and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction
Documents and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained
or made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state
securities or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by
the SEC, the Principal Market or any state securities regulators.


 




    	 	22	 



    	 



    







 


	9.	INDEMNIFICATION.


 


In
consideration of the Investor’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless the Investor and all of its affiliates, officers, directors, members, managers, employees and direct
or indirect investors and any of the foregoing Person’s agents or other representatives (including, without limitation,
those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of or relating to: (a) any misrepresentation or breach of any representation
or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or
made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby other than, in the case of clause
(c), with respect to Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful
misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply to amounts paid in settlement of any claim
if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld,
conditioned or delayed. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company
shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible
under applicable law. Payment under this indemnification shall be made within thirty (30) days from the date the Indemnitee makes
written request for it. A certificate containing reasonable detail as to the amount of such indemnification submitted to the Company
by the Indemnitee shall be conclusive evidence, absent manifest error, of the amount due from the Company to the Indemnitee, provided
that the Indemnitee shall undertake to repay any amounts paid to it hereunder if it is ultimately determined, by a final and non-appealable
order of a court of competent jurisdiction, that the Indemnitee is not entitled to be indemnified against such Indemnified Liabilities
by the Company pursuant to this Agreement. If any action shall be brought against any Indemnitee in respect of which indemnity
may be sought pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict on
any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall be
responsible for the reasonable fees and expenses of no more than one such separate counsel.


 




    	 	23	 



    	 



    










 


	10.	EVENTS
    OF DEFAULT.


 


An
“Event of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)
the effectiveness of the Registration Statement registering the Securities lapses for any reason (including, without limitation,
the issuance of a stop order or similar order), the Registration Statement or any Prospectus is unavailable for the sale by the
Company to the Investor (or the resale by the Investor) of any or all of the Securities to be issued to the Investor under the
Transaction Documents (including, without limitation, as a result of any failure of the Company to satisfy all of the requirements
for the use of a registration statement on Form S-3 pursuant to the Securities Act for the offering and sale of the Securities
contemplated by this Agreement), and any such lapse or unavailability continues for a period of ten (10) consecutive Business
Days or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability
where (i) the Company terminates the Registration Statement after the Investor has confirmed in writing that all of the Securities
covered thereby have been resold or (ii) the Company supersedes the Shelf Registration Statement with a New Registration Statement
(as defined in the Registration Rights Agreement), including (without limitation) when the Registration Statement is effectively
replaced with a New Registration Statement covering Securities (provided in the case of this clause (ii) that all of the Securities
covered by the superseded (or terminated) registration statement that have not theretofore been sold to the Investor are included
in the superseding (or new) registration statement);


 


(b)
the suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the
Company may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c)
the delisting of the Common Stock from The Nasdaq Global Select Market; provided, however, that the Common Stock is not immediately
thereafter trading on The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange, the NYSE Arca, the NYSE
American, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized
successor to any of the foregoing);


 


(d)
the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within three (3) Business Days after
the applicable Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase
Shares;


 


(e)
the Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such
breach would reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant which
is reasonably curable, only if such breach continues for a period of at least five (5) Business Days;


 


(f)
if any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)
if the Company is at any time insolvent, or, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary
case, (ii) consents to the entry of an order for relief against it in an involuntary case, (iii) consents to the appointment of
a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (a “Custodian”) of it
or for all or substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally
unable to pay its debts as the same become due;


 


(h)
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company or any Subsidiary;


 




    	 	24	 



    	 



    




 


(i)
if at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or


 


(j)
if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable pursuant
to Section 2(f) hereof) and the Company’s stockholders have not approved the transactions contemplated by this Agreement
in accordance with the applicable rules and regulations of the Nasdaq Global Select Market, any other Principal Market on which
the Common Stock may be listed or quoted after the date of this Agreement, the Certificate of Incorporation and the Bylaws.


 


In
addition to any other rights and remedies under applicable law and this Agreement, so long as an Event of Default has occurred
and is continuing, or if any event that, after notice and/or lapse of time, would become an Event of Default, has occurred and
is continuing, the Company shall not deliver to the Investor any Purchase Notice, and the Investor shall not purchase any shares
of Common Stock under this Agreement.


 


	11.	TERMINATION


 


This
Agreement may be terminated only as follows:


 


(a)
If 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 (any of which would be an Event of Default as described in Sections
10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment
to the Company (except as set forth below) without further action or notice by any Person.


 


(b)
In the event that the Commencement shall not have occurred on or before September 30, 2020, due to the failure to satisfy the
conditions set forth in Sections 7 and 8 above with respect to the Commencement, either the Company or the Investor
shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of any
party to any other party (except as set forth below); provided, however, that the right to terminate this Agreement under this
Section 11(b) shall not be available to any party if such party is then in breach of any covenant or agreement contained
in this Agreement or any representation or warranty of such party contained in this Agreement fails to be true and correct such
that the conditions set forth in Section 7(d) or Section 8(c), as applicable, could not then be satisfied.


 


(c)
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering 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 (1) Business Day after it has been received by the Investor.


 


(d)
This Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available
Amount as provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party
to any other party under this Agreement (except as set forth below).


 


(e)
If, for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this
Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice
on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as
set forth below).


 




    	 	25	 



    	 



    

 


 


Except
as set forth in Sections 11(a) (in respect of an Event of Default under Sections 10(f), 10(g) and
10(h)), 11(d) and 11(e), any termination of this Agreement pursuant to this Section 11 shall be effected
by written notice from the Company to the Investor, or the Investor to the Company, as the case may be, setting forth the basis
for the termination hereof. The representations and warranties of the Company and the Investor contained in Sections 3
and 4 hereof, the indemnification provisions set forth in Section 9 hereof and the agreements and covenants set
forth in Sections 5, 6, 10, 11 and 12 shall survive the Commencement and any termination of this Agreement.
No termination of this Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A)
this Agreement with respect to any pending Initial Purchase, Regular Purchases, Accelerated Purchases, and Additional Accelerated
Purchases and the Company and the Investor shall complete their respective obligations with respect to any pending Initial Purchase,
Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases under this Agreement and (B) the Registration Rights
Agreement, which shall survive any such termination in accordance with its terms, or (ii) be deemed to release the Company or
the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.


 


	12.	MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning
the relative rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement
and interpretation of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or
any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each
party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois,
County of Cook, for the adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith
or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.
Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action
or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)
Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file shall be
considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were
an original signature.


 


(c)
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


(d)
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 




    	 	26	 



    	 



    




 


(e)
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor,
the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement,
the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect
to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the
Investor makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges and
agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than as
expressly set forth in the Transaction Documents.


 


(f)
Notices. Any notices, consents or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when
sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file
by the sending party); or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses for such communications shall be:


 


If
to the Company:


 


Advaxis,
Inc.


305
College Road East


Princeton,
NJ 08540


Telephone:
609-452-9813


	 	E-mail:
    	henderson@advaxis.com
	 	Attention:	Molly
    Henderson, Chief Financial Officer


 


With
a copy to (which shall not constitute notice or service of process):


 


Morgan,
Lewis & Bockius LLP


502
Carnegie Center


Princeton,
NJ 08540-6289


	 	Telephone:	(609)
    919-6600
	 	Facsimile:
    	(609)
    919-6701
	 	E-mail:	david.schwartz@morganlewis.com
	 	Attention:	David
    C. Schwartz, Esq.


 


If
to the Investor:


 


Lincoln
Park Capital Fund, LLC


440
North Wells, Suite 410


Chicago,
IL 60654


	 	Telephone:	(312)
    822-9300
	 	Facsimile:	(312)
    822-9301
	 	E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com
	 	Attention:	Josh
    Scheinfeld/Jonathan Cope


 




    	 	27	 



    	 



    




 


With
a copy to (which shall not constitute notice or service of process):


 


K&L
Gates, LLP


200
S. Biscayne Blvd., Ste. 3900


Miami,
Florida 33131


	 	Telephone:	(305)
    539-3306
	 	Facsimile:
    	(305)
    358-7095
	 	E-mail:	clayton.parker@klgates.com
	 	Attention:	Clayton
    E. Parker, Esq.


 


If
to the Transfer Agent:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor


New
York, NY 10004-1561


	 	Telephone:	(212)
    845-3299
	 	E-mail:
    	saqui@continentalstock.com
	 	Attention:	Stacy
    Aqui/Victoria Fish


 


or
at such other address, email and/or facsimile number and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or email account containing the time, date, and recipient facsimile number or email address,
as applicable, and an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized
overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written
consent of the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this
Agreement.


 


(h)
No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and, except as set forth in Section 9, is not for the benefit of, nor may any provision hereof
be enforced by, any other Person.


 


(i)
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 consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)
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.


 




    	 	28	 



    	 



    




 


(k)
Remedies, Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this
Agreement, including, without limitation, the Investor’s remedies provided in Section 9, shall be cumulative and
in addition to all other remedies available to the Investor under this Agreement, at law or in equity (including a decree of specific
performance and/or other injunctive relief), no remedy of the Investor contained herein shall be deemed a waiver of compliance
with the provisions giving rise to such remedy and nothing herein shall limit the Investor’s right to pursue actual damages
for any failure by the Company to comply with the terms of this Agreement. The Company acknowledges that a breach by it of its
obligations hereunder will cause irreparable harm to the Investor and that the remedy at law for any such breach may be inadequate.
The Company therefore agrees that, in the event of any such breach or threatened breach, the Investor shall be entitled, in addition
to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without
any bond or other security being required.


 


(l)
Enforcement Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced
by the Investor through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization,
receivership or other proceedings affecting creditors’ rights and involving a claim under this Agreement; or (iii) an attorney
is retained to represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company
shall pay to the Investor, as incurred by the Investor, all reasonable costs and expenses including attorneys’ fees incurred
in connection therewith, in addition to all other amounts due hereunder.


 


(m)
Waiver; Failure or Indulgence Not Waiver. 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.


 


**
Signature Page Follows **


 




    	 	29	 



    	 



    

 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Purchase Agreement to be duly executed as of the date first
written above.


 


	 	THE
    COMPANY:
	 	 
	 	ADVAXIS,
    INC.
	 	 	 
	 	By:	/s/
    Molly Henderson
	 	Name:
    	Molly
    Henderson
	 	Title:	Executive
    Vice President and Chief Financial Officer


 


	 	INVESTOR:
	 	 
	 	LINCOLN
    PARK CAPITAL FUND, LLC
	 	BY:
    	LINCOLN
    PARK CAPITAL, LLC
	 	BY:	Rockledge
    Capital Corporation


 


	 	By:	/s/
    John Scheinfeld
	 	Name:
    	John
    Scheinfeld
	 	Title:
    	President


 




    	 	30	 



    	 



    




 


EXHIBITS


 


	Exhibit
    A	Form
    of Officer’s Certificate
	Exhibit
    B	Form
    of Secretary’s Certificate


 







    	 	31