Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of July 31, 2020, between SELLAS Life Sciences Group, Inc., a Delaware
corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to
the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


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 each Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1          Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the
following terms have the meanings set forth in this Section 1.1:


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.5.


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Auditor”
shall have the meaning ascribed to such term in Section 3.1(d).


 


“Benefit
Arrangements” shall have the meaning ascribed to such term in Section 3.1(hh).


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed; provided, however, for clarification,
commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”,
“non-essential employee”  or any other similar orders or restrictions or the closure of any physical branch locations
at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers)
of commercial banks in The City of New York are generally are open for use by customers on such day.


 


“Buy-In
Price” shall have the meaning ascribed to such term in Section 4.1(d).


 






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“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii)
the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than
the second (2nd) Trading Day following the date hereof.


 


“Closing
Statement” means the Closing Statement in the form on Annex A attached hereto.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


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


 


“Company
Counsel” means Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.


 


“Consents”
shall have the meaning ascribed to such term in Section 3.1(i).


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time)
and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following
the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed
between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York
City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(rr).


 


“DWAC”
shall have the meaning ascribed to such term in Section 2.2(a)(vi).


 






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“Effective
Date” means the earliest of the date that (a) a Registration Statement or multiple Registration Statements covering all
Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective by the Commission, (b) all
of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement
for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale
restrictions, (c) following the one year anniversary of the Closing Date provided that a holder of Shares or Warrant Shares is
not an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration
under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to
such holders a standing written unqualified opinion that resales may then be made by such holders of the Shares and Warrant Shares
pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.


 


“EGS”
means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.


 


“Environmental
Laws” shall have the meaning ascribed to such term in Section 3.1(dd).


 


“Exchange”
shall have the meaning ascribed to such term in Section 3.1(k).


 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company
pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors
or a majority of the members of a committee of non-employee directors established for such purpose for services rendered to the
Company, or pursuant to inducement grants, (b) securities upon the exercise or exchange of or conversion of any Securities issued
hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding
on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase
the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than
in connection with stock splits or combinations) or to extend the term of such securities, (c) securities issued pursuant to acquisitions
or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities are
issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and provided
that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,
an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the
Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is
issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities,
(d) up to an aggregate of $250,000 of restricted securities (and such securities shall not carry any registration rights) issued
to third party vendors in any three (3)-month period as payment for goods or services, and (e) securities issued or issuable to
the Purchasers and their assigns pursuant to this Agreement, the Shares or the Warrants and other Transaction Documents or upon
exercise, conversion or exchange of any such securities.


 






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“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“FDA”
shall have the meaning ascribed to such term in Section 3.1(i).


 


“FDCA”
shall have the meaning ascribed to such term in Section 3.1(ee).


 


“FINRA”
shall have the meaning ascribed to such term in Section 3.1(l).


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(a).


 


“Intellectual
Property” shall have the meaning ascribed to such term in Section 3.1(y).


 


“Iran
Sanctions” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Issuer
Covered Person” or “Issuer Covered Persons” shall have the meanings ascribed to such terms in Section
3.1(rr).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Lien”
shall have the meaning assigned to such term in Section 3.1(h).


 


“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers
of the Company, in the form of Exhibit B attached hereto.


 


“Material
Adverse Effect” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(mm).


 


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“PCAOB”
shall have the meaning ascribed to such term in Section 3.1(d).


 


“Per
Share Purchase Price” equals $3.335, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 






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“Placement
Agent” means Maxim Group LLC.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Product”
shall have the meaning ascribed to such term in Section 3.1(ee).


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.2(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated on or about the date hereof, among the Company and the
Purchasers, in the form of Exhibit A attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchasers of the Shares and the Warrant Shares.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Sarbanes-Oxley”
shall have the meaning ascribed to such term in Section 3.1(d).


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(a).


 


“Securities”
means the Shares, the Warrants, and the Warrant Shares.


 


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


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (including
locating and/or borrowing shares of Common Stock). 


 






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“Standard
Settlement Period” shall have the meaning ascribed to such term in Section 4.1(c).


 


“Studies”
shall have the meaning ascribed to such term in Section 3.1(ff).


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as specified
below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,”
in United States dollars and in immediately available funds.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct
or indirect subsidiary of the Company formed or acquired after the date hereof.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market,
the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreement, all exhibits
and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated
hereunder.


 


“Transfer
Agent” means Computershare Trust Company, N.A., the current transfer agent of the Company, with a mailing address of
250 Royall Street, Canton, MA 02021 and any successor transfer agent of the Company.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of
Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the
Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.


 






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“Warrants”
means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a)
hereof, which Warrants shall be immediately exercisable and have a term of exercise equal to five (5) years, in the form of Exhibit
C attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1          Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent
with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally
and not jointly, agree to purchase, up to an aggregate of $9,151,500.13 of Shares and Warrants. Each Purchaser shall deliver to
the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount
as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective
Shares and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items
set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2
and 2.3, the Closing shall occur at the offices of EGS or such other location as the parties shall mutually agree.


 


2.2          Deliveries.


 


(a)           On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)              this Agreement duly executed by the Company;


 


(ii)             a legal opinion of Company Counsel, in form and substance reasonably acceptable to the Placement Agent and the Purchasers;


 


(iii)            a
legal opinion of Saliwanchik, Lloyd & Eisenschenk, intellectual property legal counsel to the Company, in form and substance
reasonably acceptable to the Placement Agent and the Purchasers;


 


(iv)            a legal opinion of Conyers Dill and Pearman Limited, special counsel for the Company on issues of Bermuda law, in form and
substance reasonably acceptable to the Placement Agent and the Purchasers;


 


(v)             a
regulatory certificate from Barbara Wood, Executive Vice President, General Counsel and Corporate Secretary of the Company, in
form and substance reasonably acceptable to Placement Agent and Purchasers


 






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(vi)            a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited
basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”), Shares equal to such
Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;


 


(vii)           a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of
such Purchaser’s Shares, with an exercise price equal to $3.30, subject to adjustment therein;


 


(viii)          the
Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed by the
Chief Executive Officer or VP, Finance;


 


(ix)             the
Lock-Up Agreements; and


 


(x)              the Registration Rights Agreement duly executed by the Company.


 


(b)          On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)              this Agreement duly executed by such Purchaser;


 


(ii)             such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company; and


 


(iii)            the
Registration Rights Agreement duly executed by such Purchaser.


 


2.3          Closing Conditions.


 


(a)   The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i)              the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)             all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall
have been performed; and


 


(iii)           
the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 






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(b)   The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
being met:


 


(i)              the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii)             all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall
have been performed;


 


(iii)            the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)            there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(v)             from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or
the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market
which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities
at the Closing.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1          Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure
Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and
warranties to each Purchaser:


 






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(a)  
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company
under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein
as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all
material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements of the Company included
in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such financial statements 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 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.


 


(b)  
The Company and each of its Subsidiaries has been duly incorporated and validly exists as a corporation in good standing
under the laws of its jurisdiction of incorporation. The Company and each of its Subsidiaries has all requisite corporate power
and authority to own, lease and operate its respective properties and carry on its business as it is currently being conducted
and as described in the SEC Reports. The Company and each of its Subsidiaries is duly qualified to do business and is in good standing
as a foreign corporation in each jurisdiction in which the character or location of its properties (owned, leased or licensed)
or the nature or conduct of its business makes such qualification necessary, except, in each case, for those failures to be so
qualified or in good standing which (individually or in the aggregate) would not reasonably be expected to have a Material Adverse
Effect (as defined below).


 


(c)  
All of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid
and nonassessable, have been issued in compliance in all material respects with all applicable federal and state securities laws
and none of those shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to the
extent any such rights were not waived; the Securities have been duly authorized and, when issued and delivered against payment
therefor as provided in this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of the Securities
is not subject to any preemptive rights, rights of first refusal or other similar rights that have not heretofore been waived (with
copies of such waivers provided or made available to the Placement Agent).


 


(d)   Moss
Adams LLP (the "Auditor"), whose reports relating to the Company are incorporated by reference into the SEC Reports,
is an independent registered public accounting firm as required by the Securities Act, the Exchange Act and the Rules and Regulations
and the Public Company Accounting Oversight Board (the "PCAOB"). To the Company's knowledge, the Auditor is not
in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") as
such requirements pertain to the Auditor's relationship with the Company. Except as disclosed in the SEC Reports, and except for
any such non-audit services that were pre-approved by the Audit Committee of the Company's Board of Directors in accordance with
Sections 10A(h) and (i) of the Exchange Act, the Auditor has not, during the periods covered by the financial statements included
in the SEC Reports, provided to the Company any non-audit services, as such term is used in Section 10A(g) of the Exchange Act.


 






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(e)  
Subsequent to the respective dates as of which information is presented in the SEC Reports: (i) the Company (including its
Subsidiaries) has not declared, paid or made any dividends or other distributions of any kind on or in respect of its capital stock,
and (ii) there has been no material adverse change or, to the Company's knowledge, any development which could reasonably be expected
to result in a material adverse change in the future, whether or not arising from transactions in the ordinary course of business,
in or affecting: (A) the business, condition (financial or otherwise), results of operations, stockholders' equity, properties
or prospects of the Company or its Subsidiaries; (B) the long-term debt or capital stock of the Company or its Subsidiaries; or
(C) this offering or consummation of any of the other transactions contemplated by the Transaction Documents (a "Material
Adverse Effect"). Since the date of the latest balance sheet included in the SEC Reports, the Company (including its Subsidiaries)
has not incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or
unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material
to the Company or its Subsidiaries, except (I) for liabilities, obligations and transactions which are disclosed in the SEC Reports
and (II) as would not be reasonably expected (individually or in the aggregate) to result in a Material Adverse Effect. There are
no statutes, regulations, contracts (“Material Contracts”) or documents that are required to be described in
the SEC Reports or to be filed as exhibits to the Registration Statement by the Securities Act that have not been so described
or filed.


 


(f)   
Neither the Company nor any of its Subsidiaries is: (i) in violation of its certificate of incorporation or bylaws or other
organizational documents, (ii) in default under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which it is a party or by which it is bound or to which any of its property or assets is subject; and no event has occurred
which, with notice or lapse of time or both, would constitute a default under or result in the creation or imposition of any lien,
security interest, charge or other encumbrance (a "Lien") upon any of its property or assets pursuant to, any
indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound
or to which any of its property or assets is subject, or (iii) in violation in any respect of any applicable law, rule, regulation,
ordinance, directive, judgment, decree or order of any judicial, regulatory or other legal or governmental agency or body, foreign
or domestic, except, in the case of subsections (ii) and (iii) above, for such violations, defaults or Liens which (individually
or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.


 


(g)  
The Company has all requisite corporate power and authority to execute and deliver this Agreement and all other agreements,
documents, certificates and instruments required to be delivered pursuant to this Agreement. The Company's execution, delivery
and performance under this Agreement and each of the Transaction Documents have been duly authorized by all necessary corporate
action. This Agreement has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding
obligation of the Company and is enforceable against the Company in accordance with its terms, except (i) as such enforceability
may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the remedy
of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought.


 


(h)  
The execution, delivery and performance of this Agreement and all other agreements, documents, certificates and instruments
required to be delivered pursuant to this Agreement and the Transaction Documents do not and will not: (i) conflict with, require
consent under or result in a breach of any of the terms and provisions of, or constitute a default (or an event which with notice
or lapse of time, or both, would constitute a default) under, or result in the creation or imposition of any Lien upon any property
or assets of the Company or its Subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement,
instrument, franchise, license or permit to which the Company is a party or by which the Company or any of its properties, operations
or assets may be bound, (ii) violate or conflict with any provision of the certificate of incorporation, bylaws or other organizational
documents of the Company, (iii) violate or conflict with any applicable law, rule, regulation, ordinance, directive, judgment,
decree or order of any judicial, regulatory or other legal or governmental agency or body, domestic or foreign, or (iv) trigger
a reset or repricing of any outstanding securities of the Company, except in the case of subsections (i) and (iii) for any default,
conflict, violation or Lien that would not reasonably be expected to result in a Material Adverse Effect and except in the case
of subsection (iv) for any trigger for which the Company has received a waiver.


 






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(i)    
Except as disclosed in the SEC Reports , the Company and each of its Subsidiaries has all consents, approvals, authorizations,
orders, registrations, qualifications, licenses, filings, grants, certificates and permits of, with and from all judicial, regulatory
and other legal or governmental agencies, self-regulatory agencies, authorities and bodies and all third parties, foreign and domestic,
including, without limitation, the U.S. Food and Drug Administration ("FDA") or equivalent in non-U.S. jurisdictions
(collectively, the "Consents"), to own, lease and operate its properties and conduct its business as it is now
being conducted and as disclosed in the SEC Reports other than those Consents the failure to possess or own would not reasonably
be expected to result in a Material Adverse Effect, and each such Consent is valid and in full force and effect, except which (individually
or in the aggregate), in each such case, would not reasonably be expected to have a Material Adverse Effect. Neither the Company
nor any of its Subsidiaries has received notice of any investigation or proceedings which results in or, if decided adversely to
the Company or such Subsidiary, could reasonably be expected to result in, the revocation of, or imposition of a restriction on,
any Consent, except such restriction or revocation of such Consent which (individually or in the aggregate) would not reasonably
be expected to have a Material Adverse Effect. No Consent contains any material restriction not adequately disclosed in the SEC
Reports.


 


(j)    
The Company and each of its Subsidiaries is in compliance with all applicable laws, rules, regulations, ordinances, directives,
judgments, decrees and orders, foreign and domestic, except for any non-compliance the consequences of which would not have a Material
Adverse Effect.


 


(k)  
Prior to the Closing Date, the Securities shall have been approved for listing on the Nasdaq Capital Market, subject to
official notice of issuance (the "Exchange"), and the Company has taken no action designed to, or likely to have
the effect of, delisting the Shares or the Warrant Shares nor, except as disclosed in the SEC Reports, has the Company received
any notification that the Exchange is contemplating terminating such listing.


 






    12


     


    

 


(l)   
No consent of, with or from any judicial, regulatory or other legal or governmental agency or body or any third party, foreign
or domestic is required for the execution, delivery and performance of this Agreement or consummation of each of the Transaction
Documents, including the issuance, sale and delivery of the Securities to be issued, sold and delivered hereunder, except (i) such
as may have previously been obtained (with copies of such consents provided to the Placement Agent), each of which is in full force
and effect as of the date hereof, (ii) the registration under the Securities Act of the Securities, which has become effective
and which remains in full force and effect as of the date hereof, (iii) such consents as may be required under state securities
or blue sky laws or the bylaws and rules of the Exchange, and (iv) by the Financial Industry Regulatory Authority, Inc. ("FINRA")
in connection with the purchase and distribution of the Securities by the Placement Agent.


 


(m) Except as disclosed in the SEC Reports,
there is no judicial, regulatory, arbitral or other legal or governmental proceeding or other litigation or arbitration, domestic
or foreign, pending to which the Company or any of its Subsidiaries is a party or of which any property, operations or assets of
the Company or its Subsidiaries is the subject which (i) individually or in the aggregate, if determined adversely to the Company
or applicable Subsidiary would reasonably be expected to have a Material Adverse Effect, or (ii) is reasonably likely to materially
and adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Company of its
obligations hereunder. To the Company's knowledge, no such proceeding, litigation or arbitration is threatened or contemplated
against the Company or its Subsidiaries.


 


(n)  
The statistical, industry-related and market-related data included in the SEC Reports are based on or derived from sources
which the Company reasonably and in good faith believes are reliable and accurate, and the Company has obtained the written consent
to the use of such data from such sources, to the extent required, except for such failures to obtain written consent which (individually
or in the aggregate) would not reasonably be expected to have a Material Adverse Effect.


 


(o)  
The Company has established and maintains disclosure controls and procedures over financial reporting (as defined in Rules
13a-15 and 15d-15 under the Exchange Act) and such controls and procedures are designed to ensure that information relating to
the Company required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the Company's management, including its principal executive and principal financial officer, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. The Company has utilized such controls and procedures in
preparing and evaluating the disclosures in the SEC Reports.


 


(p)  
Except as disclosed in the SEC Reports, neither the board of directors nor the audit committee has been informed, nor is
the Company aware, of: (i) any significant deficiencies or material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report
financial information; or (ii) any fraud, whether or not material, that involves management or other employees who have a significant
role in the Company's internal control over financial reporting.


 






    13


     


    

 


(q)  
The Company has not taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or
which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security
to facilitate the sale or resale of the Securities.


 


(r)   
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company,
nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of
any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities
to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration
of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on
which any of the securities of the Company are listed or designated.


 


(s)   To
the knowledge of the Company, the biographies of the Company's officers and directors incorporated into the SEC Reports are true
and correct in all material respects and the Company has not become aware of any information which would cause the information
disclosed in the questionnaires previously completed by the directors and officers of the Company to become inaccurate and incorrect
in any material respect.


 


(t)    To
the knowledge of the Company, no director or officer of the Company is subject to any non-competition agreement or non-solicitation
agreement with any employer or prior employer which could materially affect his or her ability to be and act in his or her respective
capacity of the Company.


 


(u)  
The Company is not, and is not an Affiliate of, and, at all times up to and including the consummation of the transactions
contemplated by the Transaction Documents, and immediately after receipt of payment for the Securities, will not be, subject to
registration as an "investment company" under the Investment Company Act of 1940, as amended, and is not and will not
be an entity "controlled" by an "investment company" within the meaning of such act.


 


(v)  
No relationship, direct or indirect, exists between or among any of the Company or, to the Company's knowledge, any Affiliate
of the Company, on the one hand, and any director, officer, stockholder, customer or supplier of the Company or, to the Company's
knowledge, any Affiliate of the Company, on the other hand, which is required by the Securities Act or the Exchange Act to be described
in the SEC Reports which is not so described as required. There are no outstanding loans, advances (except normal advances for
business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any
of the officers or directors of the Company or any of their respective family members, except as described in the SEC Reports.
The Company has not, in violation of Sarbanes-Oxley, directly or indirectly extended or maintained credit, arranged for the extension
of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the
Company.


 






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(w)  Except as disclosed in the SEC Reports,
the Company is in compliance with the rules and regulations promulgated by the Exchange or any other governmental or self-regulatory
entity or agency having jurisdiction over the Company, except for such failures to be in compliance which (individually or in the
aggregate) would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing:
(i) all members of the Company's board of directors who are required to be "independent" (as that term is defined under
the rules of the Exchange), including, without limitation, all members of the audit committee of the Company's board of directors,
meet the qualifications of independence as set forth under applicable laws, rules and regulations and (ii) the audit committee
of the Company's board of directors has at least one member who is an "audit committee financial expert" (as that term
is defined under applicable laws, rules and regulations).


 


(x)  
The Company and each of its Subsidiaries owns or leases all such properties (other than intellectual property, which is
covered below) as are necessary to the conduct of its business as presently operated and as described in the SEC Reports. The Company
and each of its Subsidiaries has good and marketable title in fee simple to all real property and good and marketable title to
all personal property owned by it, in each case free and clear of all Liens except such as are described in the SEC Reports or
such as would not (individually or in the aggregate) have a Material Adverse Effect. Any real property and buildings held under
lease or sublease by the Company or its Subsidiaries are held by it under valid, subsisting and, to the Company's knowledge, enforceable
leases with such exceptions as are not material to, and do not materially interfere with, the use made and proposed to be made
of such property and buildings by the Company or its Subsidiaries. Neither the Company nor its Subsidiaries has received any written
notice of any claim adverse to its ownership of any real or material personal property or of any claim against the continued possession
of any real property, whether owned or held under lease or sublease by the Company or its Subsidiaries, except for such claims
that, if successfully asserted against the Company or its Subsidiaries, would not (individually or in the aggregate) reasonably
be expected to have a Material Adverse Effect.


 


(y)  
To the knowledge of the Company, the Company (including all of its Subsidiaries): (i) owns, possesses or has the right to
use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses, formulae, customer lists and know-how and other intellectual property (including trade secrets and other
unpatented and/or unpatentable proprietary or confidential information, systems or procedures, "Intellectual Property")
necessary for the conduct of its businesses as being conducted and as described in the SEC Reports, except as disclosed in the
SEC Reports, and (ii) has no knowledge that the conduct of its business conflicts or will conflict with the rights of others, and
it has not received any written notice of any claim of conflict with, any right of others. To the Company's knowledge, there is
no infringement by third parties of any such Intellectual Property. There is no pending or, to the Company's knowledge, threatened,
action, suit, proceeding or claim by others challenging the Company's rights in or to any such Intellectual Property, and the Company
is unaware of any facts which would form a reasonable basis for any such claim; and there is no pending or, to the Company's knowledge,
threatened, action, suit, proceeding or claim by others that the Company infringes or otherwise violates any patent, trademark,
copyright, trade secret or other proprietary rights of others, and the Company is unaware of any other fact which would form a
reasonable basis for any such claim, except as would not (individually or in the aggregate) reasonably be expected to have a Material
Adverse Effect. Except as set forth in the SEC Reports, the Company has not received any claim for royalties or other compensation
from any person, including any employee of the Company who made inventive contributions to Company's technology or products that
are pending or unsettled, and except as set forth in the SEC Reports the Company does not and will not have any obligation to pay
royalties or other compensation to any person on account of inventive contributions, except as would not (individually or in the
aggregate) reasonably be expected to have a Material Adverse Effect.


 






    15


     


    

 


(z)  
The agreements and documents described in the SEC Reports conform in all material respects to the descriptions thereof contained
therein and there are no agreements or other documents required by the applicable provisions of the Securities Act to be described
in the SEC Reports that have not been so described. Each agreement or other instrument (however characterized or described) to
which the Company (or its Subsidiaries) is a party or by which its property or business is or may be bound or affected and (i)
that is referred to in the SEC Reports or attached as an exhibit thereto, or (ii) is material to the Company's business, has been
duly and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company
in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar
laws affecting creditors' rights generally, (y) as enforceability of any indemnification or contribution provision may be limited
under the foreign, federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other
forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought, and none of such agreements or instruments has been assigned by the Company (including any Subsidiaries),
and except as described in the SEC Reports, neither the Company nor, to the Company's knowledge, any other party is in material
breach or default thereunder and, to the Company's knowledge, no event has occurred that, with the lapse of time or the giving
of notice, or both, would constitute a breach or default thereunder, in any such case, which would result in a Material Adverse
Effect.


 


(aa)         The disclosures in the SEC Reports concerning the effects of foreign, federal, state and local regulation on the Company's
business as currently contemplated are correct in all material respects.


 


(bb)        The Company has accurately prepared and filed all federal, state, foreign and other tax returns that are required to be
filed by it through the date hereof, or has received timely extensions thereof, except where the failure to so file would not (individually
or in the aggregate) reasonably be expected to have a Material Adverse Effect, and has paid or made provision for the payment of
all material taxes, assessments, governmental or other similar charges, including without limitation, all sales and use taxes and
all taxes which the Company is obligated to withhold from amounts owing to employees, creditors and third parties, with respect
to the periods covered by such tax returns, whether or not such amounts are shown as due on any tax return (except as currently
being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company)
and except for such taxes, assessments, governmental or other similar charges the nonpayment of which would not (individually or
in the aggregate) reasonably be expected to have a Material Adverse Effect. No deficiency assessment with respect to a proposed
adjustment of the Company's federal, state, local or foreign taxes is pending or, to the Company's knowledge, threatened. The accruals
and reserves on the books and records of the Company in respect of tax liabilities for any taxable period not finally determined
are adequate to meet any assessments and related liabilities for any such period and, since the date of the Company's most recent
audited financial statements, the Company has not incurred any material liability for taxes other than in the ordinary course of
its business. There is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against
the assets, properties or business of the Company.


 






    16


     


    

 


(cc)         No labor disturbance or dispute by or with the employees of the Company which, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect, currently exists or, to the Company's knowledge, is threatened. The Company is in
compliance in all material respects with the labor and employment laws and collective bargaining agreements and extension orders
applicable to its employees.


 


(dd)        Except as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, the Company
(and its Subsidiaries) is in compliance with all material Environmental Laws (as hereinafter defined), and, to the Company's knowledge,
no future material expenditures are or will be required in order to comply therewith. The Company has not received any written
notice or communication that relates to or alleges any actual or potential violation or failure to comply with any Environmental
Laws that would, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. As used herein, the
term "Environmental Laws" means all applicable laws and regulations, including any licensing, permits or reporting
requirements, and any action by a federal, state or local government entity, pertaining to the protection of the environment, protection
of public health, protection of worker health and safety, or the handling of hazardous materials, including without limitation,
the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of
1980, 42 U.S.C. § 9601, et seq., the Federal Water Pollution Control Act, 33 U.S.C. § 1321, et seq., the Hazardous Materials
Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 690-1, et seq.,
and the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.


 


(ee)         As to each product or product candidate subject to the jurisdiction of the FDA under the Federal Food, Drug and Cosmetic
Act, as amended, and the regulations thereunder ("FDCA") and/or the jurisdiction of the non-U.S. counterparts
thereof that is currently being tested by the Company (or any of its Subsidiaries) (each such product, a "Product"),
such Product is being tested by the Company (or any of its Subsidiaries) in compliance with all applicable requirements under FDCA
and/or and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or
application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas,
advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse
Effect. Except as disclosed in the SEC Reports, the Company (or any of its Subsidiaries) currently has no products that have been
approved by the FDA or any non-U.S. counterparts thereof to be manufactured, packaged, labeled, distributed, sold and/or marketed.
Except as disclosed in the SEC Reports, there is no pending, completed or, to the Company's knowledge, threatened, action (including
any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the
Company (or any of its Subsidiaries) and the Company (or any of its Subsidiaries) has not received any written notice, warning
letter or other communication from the FDA or any other governmental entity or any non-U.S. counterparts thereof, in either case
which (i) contests the premarket clearance, licensure, registration or approval of, the uses of, the distribution of, the manufacturing
or packaging of, the testing of, the sale of, or the labeling and promotion of any Product, (ii) imposes a clinical hold on any
clinical investigation by the Company (or any of its Subsidiaries), (iii) enters or proposes to enter into a consent decree of
permanent injunction with the Company (or any of its Subsidiaries), or (iv) otherwise alleges any violation of any laws, rules
or regulations by the Company (or any of its Subsidiaries), and which, either individually or in the aggregate, would have a Material
Adverse Effect. The properties, business and operations of the Company (or any of its Subsidiaries) have been and are being conducted
in all material respects in accordance with all applicable laws, rules and regulations of the FDA and non-U.S. counterparts thereof.
Neither the Company nor any of its Subsidiaries has been informed by the FDA or any non-U.S. counterparts thereof that such agency
will prohibit the marketing, sale, license or use of any Product nor has the FDA or a non-U.S. counterpart thereof provided any
written notice that could reasonably be expected to preclude the approval or the clearing for marketing of any Product.


 






    17


     


    

 


(ff)        The clinical, pre-clinical and other studies and tests ("Studies") conducted by or on behalf of or sponsored
by the Company (including its Subsidiaries) that are described or referred to in the SEC Reports were and, if still pending, are,
being conducted in accordance with all applicable statutes, laws, rules and regulations (including, without limitation, those administered
by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing functions similar to those
performed by the FDA), as well as the protocols, procedures and controls designed and approved for such Studies and with standard
medical and scientific research procedures, except where the failure to be so conducted would not have a Material Adverse Effect.
The descriptions of the results of such Studies that are described or referred to in the SEC Reports are accurate and complete
in all material respects and fairly present the data derived from such Studies. Except as disclosed in the SEC Reports, neither
the Company nor any of its Subsidiaries has received any written notices or other correspondence from the FDA or any other foreign,
federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA requiring
the termination or suspension of such Studies, other than ordinary course communications with respect to modifications in connection
with the design and implementation of such Studies.


 


(gg)       Except as would not result in a Material Adverse Effect, the Company (including its Subsidiaries) has not failed to file
with the applicable regulatory authorities (including the FDA or any foreign, federal, state or local governmental or regulatory
authority performing functions similar to those performed by the FDA and having jurisdiction over the Company or its Subsidiaries)
any filing, declaration, listing, registration, report or submission that is required to be so filed for the business operations
of the Company or its Subsidiaries as currently conducted. All such filings were in material compliance with applicable laws when
filed and no material deficiencies have been asserted in writing by any applicable regulatory authority (including, without limitation,
the FDA or any foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed
by the FDA) with respect to any such filings, declarations, listings, registrations, reports or submissions.


 






    18


     


    

 


(hh)       The SEC Reports identify each employment, severance or other similar agreement, arrangement or policy and each material
arrangement providing for insurance coverage, benefits, bonuses, stock options or other forms of incentive compensation, or post-retirement
insurance, compensation or benefits which: (i) is entered into, maintained or contributed to, as the case may be, by the Company
and (ii) covers any officer or director or former officer or former director of the Company, in each case to the extent required
by the Rules and Regulations. These contracts, plans and arrangements are referred to collectively in this Agreement as the "Benefit
Arrangements." Each Benefit Arrangement has been maintained in material compliance with its terms and with requirements
prescribed by any and all statutes, orders, rules and regulations that are applicable to that Benefit Arrangement in each case
except where the failure to comply is not reasonably likely to have a Material Adverse Effect.


 


(ii)        
Except as set forth in the SEC Reports, the Company is not a party to or subject to any employment contract or arrangement
providing for annual future compensation, or the opportunity to earn annual future compensation (whether through fixed salary,
bonus, commission, options or otherwise) of more than $120,000 to any executive officer or director.


 


(jj)         Except
as disclosed in the SEC Reports, neither the execution of this Agreement nor the consummation of the Offering, constitutes a triggering
event under any Benefit Arrangement or any other employment contract, whether or not legally enforceable, which (either alone
or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay or otherwise),
acceleration, increase in vesting or increase in benefits to any current or former participant, employee or director of the Company
other than an event that is not material to the financial condition or business of the Company.


 


(kk)        Neither the Company, its Subsidiaries, nor, to the Company's knowledge, any of the employees or agents of the Company or
its Subsidiaries, has at any time during the last three (3) years: (i) made any unlawful contribution to any candidate for foreign
office, or failed to disclose fully any contribution in violation of law, or (ii) made any payment to any federal or state governmental
officer or official or other person charged with similar public or quasi-public duties in the United States, other than payments
that are not prohibited by the laws of the United States or any jurisdiction thereof.


 


(ll) 
       The Company has not offered, or caused the Placement Agent to offer, any Securities to any person or entity with the intention
of unlawfully influencing: (i) a supplier of the Company to alter the supplier's level or type of business with the Company or
(ii) a journalist or publication to write or publish favorable information about the Company.


 


(mm)      The operations of the Company are and have been conducted at all times in compliance in all material respects with applicable
financial record keeping and reporting requirements and money laundering statutes of the United States and, to the Company's knowledge,
all other applicable jurisdictions to which the Company is subject, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the "Money
Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company with respect to the Money Laundering Laws is pending or, to the Company's knowledge, threatened.


 






    19


     


    

 


(nn)       Neither the Company nor, to the Company's knowledge, any director, officer, agent, employee or Affiliate of the Company
is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department
("OFAC"); and the Company will not directly or indirectly use the proceeds of the Offering, or lend, contribute
or otherwise make available such proceeds to any joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.


 


(oo)       None of the Company, its directors or officers or, to the Company's knowledge, any agent, employee, Affiliate or other person
acting on behalf of the Company has engaged in any activities sanctionable under the Comprehensive Iran Sanctions, Accountability,
and Divestment Act of 2010, the Iran Sanctions Act of 1996, the National Defense Authorization Act for Fiscal Year 2012, the Iran
Threat Reduction and Syria Human Rights Act of 2012 or any Executive Order relating to any of the foregoing (collectively, and
as each may be amended from time to time, the "Iran Sanctions"); and the Company will not directly or indirectly
use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture
partner or other person or entity, for the purpose of engaging in any activities sanctionable under the Iran Sanctions.


 


(pp)       No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any
securities of the Company or any Subsidiary.


 


(qq)       Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Securities by any form
of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers and certain
other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(rr) 
       With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of
the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating
in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated
on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the
Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to
(viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by
Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to
a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e),
and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 


(ss)      Other Covered Persons. Other than the
Placement Agent, the Company is not aware of any person (other than any Issuer Covered Person) that has been or will be paid (directly
or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Securities.


 






    20


     


    

 


(tt)       The
Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer
Covered Person and (ii) any event that would, with the passage of time, reasonably be expected to become a Disqualification Event
relating to any Issuer Covered Person, in each case of which it is aware.


 


(uu)     Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(vv)     Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents
or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities
of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its
Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this
Agreement, is true and correct 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 the light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in the light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(ww)    The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length
purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges
that no Purchaser is 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 thereby and any advice given by any Purchaser or any of their respective
representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental
to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s
decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of
the transactions contemplated hereby by the Company and its representatives.


 


(xx)      Anything
in this Agreement or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) and 4.14 hereof), it is understood
and acknowledged by the Company that: (i) none of the Purchasers has been asked by the Company to agree, nor has any Purchaser
agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative” securities
based on securities issued by the Company or to hold the Securities for any specified term, (ii) past or future open market or
other transactions by any Purchaser, specifically including, without limitation, Short Sales or “derivative” transactions,
before or after the closing of this or future private placement transactions, may negatively impact the market price of the Company’s
publicly-traded securities, (iii) any Purchaser, and counter-parties in “derivative” transactions to which any such
Purchaser is a party, directly or indirectly, presently may have a “short” position in the Common Stock and (iv) each
Purchaser shall not be deemed to have any affiliation with or control over any arm’s length counter-party in any “derivative”
transaction. The Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities
at various times during the period that the Securities are outstanding, including, without limitation, during the periods that
the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if
any) could reduce the value of the existing stockholders' equity interests in the Company at and after the time that the hedging
activities are being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a
breach of any of the Transaction Documents.


 






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3.2         Representations and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents
and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein,
in which case they shall be accurate as of such date):


 


(a)               Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)               Own
Account. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
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 such Purchaser’s right to sell the Securities pursuant to the Registration
Statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities
hereunder in the ordinary course of its business.


 






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(c)               Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be an “accredited investor” as defined in Rule 501(a) under the Securities
Act.


 


(d)               Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)               General Solicitation. Such Purchaser is not, to such Purchaser’s knowledge, purchasing the Securities as a
result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine
or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of such Purchaser, any
other general solicitation or general advertisement.


 


(f)                Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents
(including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions
as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions
of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can
acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. 
Such Purchaser acknowledges and agrees that neither the Placement Agent nor any Affiliate of the Placement Agent has provided such
Purchaser with any information or advice with respect to the Securities nor is such information or advice necessary or desired. 
Neither the Placement Agent nor any Affiliate has made or makes any representation as to the Company or the quality of the Securities
and the Placement Agent and any Affiliate may have acquired non-public information with respect to the Company which such Purchaser
agrees need not be provided to it.  In connection with the issuance of the Securities to such Purchaser, neither the Placement
Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.


 


(g)               Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio
managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment
decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth
above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s
representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents
and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).


 






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The Company acknowledges
and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right
to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transactions contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1         Transfer Restrictions.


 


(a)               The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer
of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser
or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of
which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of
such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser
under this Agreement and the Registration Rights Agreement.


 


(b)               The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities
in the following form:


 


THIS SECURITY HAS NOT BEEN REGISTERED
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED
BY SUCH SECURITIES.


 






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The Company
acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such Purchaser
may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to
approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection
therewith. Further, no notice shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection
with a pledge or transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration
Rights Agreement, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act
or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders (as defined in the
Registration Rights Agreement) thereunder.


 


(c)               Certificates evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in Section
4.1(b) hereof), (i) while a registration statement (including the Registration Statement) covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Shares or Warrant Shares pursuant to Rule 144, or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent or the
Purchaser promptly after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder, or
if requested by a Purchaser, respectively. If all or any portion of a Warrant is exercised at a time when there is an effective
registration statement to cover the resale of the Warrant Shares, or if such Shares or Warrant Shares may be sold under Rule 144
and the Company is then in compliance with the current public information required under Rule 144 (assuming cashless exercise of
the Warrants) or if such legend is not otherwise required under applicable requirements of the Securities Act (including judicial
interpretations and pronouncements issued by the staff of the Commission) then such Warrant Shares shall be issued free of all
legends. The Company agrees that following the Effective Date or at such time as such legend is no longer required under this Section
4.1(c), the Company will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising
the Standard Settlement Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of
a certificate representing Shares or Warrant Shares, as the case may be, issued with a restrictive legend (such date, the “Legend
Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free
from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer
Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates for Securities subject to legend removal
hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker
with the Depository Trust Company System as directed by such Purchaser. As used herein, “Standard Settlement Period”
means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with
respect to the Common Stock as in effect on the date of delivery of a certificate representing Shares or Warrants Shares, as the
case may be, issued with a restrictive legend.


 






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(d)               In
addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial liquidated
damages and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on the VWAP of the Common Stock on the date such
Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c),
$10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each
Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to
(a) issue and deliver (or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Securities
so delivered to the Company by such Purchaser that is free from all restrictive and other legends and (b) if after the Legend
Removal Date such Purchaser purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction
of a sale by such Purchaser of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of
Common Stock equal to all or any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from
the Company without any restrictive legend, then, an amount equal to the excess of such Purchaser’s total purchase price
(including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including
brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A)
such number of Shares or Warrant Shares that the Company was required to deliver to such Purchaser by the Legend Removal Date
multiplied by (B) the lowest closing sale price of the Common Stock on any Trading Day during the period commencing on the date
of the delivery by such Purchaser to the Company of the applicable Shares or Warrant Shares (as the case may be) and ending on
the date of such delivery and payment under this clause (ii).


 


(e)               Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell
any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery
requirements, or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold
in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from
certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this
understanding.


 






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4.2         Furnishing of Information; Public Information.


 


(a)               Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants
to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be
filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting
requirements of the Exchange Act, except in the event of a merger or acquisition transaction approved by the Board of Directors
that results in the Company not being subject to such reporting requirements.


 


(b)               At any time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that
all of the Securities (assuming cashless exercise of the Warrants) may be sold without the requirement for the Company to be in
compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, if the Company (i) shall fail
for any reason to satisfy the current public information requirement under Rule 144(c) or (ii) has ever been an issuer described
in Rule 144(i)(1)(i) or becomes an issuer in the future, and the Company shall fail to satisfy any condition set forth in Rule
144(i)(2) (a “Public Information Failure”) then, in addition to such Purchaser’s other available remedies,
the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay
in or reduction of its ability to sell the Securities, an amount in cash equal to one percent (1.0%) of the aggregate Subscription
Amount of such Purchaser’s Securities on the day of a Public Information Failure and on every thirtieth (30th)
day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information
Failure is cured and (b) such time that such public information is no longer required  for the Purchasers to transfer the
Shares and Warrant Shares pursuant to Rule 144.  The payments to which a Purchaser shall be entitled pursuant to this Section
4.2(b) are referred to herein as “Public Information Failure Payments.”  Public Information Failure Payments
shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are
incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure
Payments is cured.  In the event the Company fails to make Public Information Failure Payments in a timely manner, such Public
Information Failure Payments shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.
Nothing herein shall limit such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief.


 


4.3         Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect
of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities
in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated
with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require
shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing
of such subsequent transaction.


 






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4.4         Securities
Laws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms
of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits
thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such press release,
the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the issuance
of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement,
whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents,
employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate.
The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions
contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such
public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the
prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld
or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other
party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly
disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection
with (i) any registration statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction
Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which
case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 


4.5         Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that
any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted
by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of
receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.


 


4.6         Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company
reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have consented to
the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and
confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
To the extent that the Company, any of its Subsidiaries, or any of their respective officers, director, agents, employees or Affiliates
delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants
and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their
respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries or any of their
respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public information,
provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction
Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall
simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands and confirms
that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 






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4.7         Use
of Proceeds. Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion
of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior
practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding
litigation or (d) in violation of FCPA or OFAC regulations.


 


4.8         Indemnification
of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any material breach of any of the representations, warranties,
covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted
against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company
who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents
(unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants
under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or
any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally
judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any
Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party 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 Purchaser Party. Any Purchaser Party 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 Purchaser Party
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 counsel, a material conflict on any material issue between the position of the Company and the position
of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one
such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a
Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed;
or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s
breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in
the other Transaction Documents. The indemnification required by this Section 4.8 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others
and any liabilities the Company may be subject to pursuant to law.


 






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4.9         Reservation
of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of Warrants.


 


4.10       Listing
of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares
on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading
Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary
to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible. The
Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market
and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of
the Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository
Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository
Trust Company or such other established clearing corporation in connection with such electronic transfer.


 


4.11       [RESERVED]


 


4.12       Subsequent
Equity Sales.


 


(a)               From the date hereof until 60 days after the Effective Date, neither the Company nor any Subsidiary shall (i) issue, enter
into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents
or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated pursuant
to the Registration Rights Agreement. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude
any such issuance, which remedy shall be in addition to any right to collect damages.


 






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(b)              
From the date hereof until such time as no Purchaser holds any of the Warrants, the Company shall be prohibited from effecting
or entering into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock
Equivalents (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable
or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise
price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares
of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or
exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or
upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity
line of credit, whereby the Company may issue securities at a future determined price; provided, however,
that notwithstanding anything to the contrary contained herein, no “at-the-market” offering, nor any agreement to effect
one or more “at-the-market” offerings, shall constitute a Variable Rate Transaction. Any Purchaser shall
be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to
any right to collect damages.


 


(c)               Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable
Rate Transaction shall be an Exempt Issuance.


 


4.13       Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration
is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate
right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to
treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.


 


4.14       Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.4.  Each Purchaser, severally and not jointly with the other
Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the initial press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Disclosure Schedules. Following such date and until the earlier
of (i) the Effective Date and (ii) the Effectiveness Date (as defined in the Registration Rights Agreement), each Purchaser, severally
and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any
understanding with it shall execute any Short Sales of the Company’s securities.  Notwithstanding
the foregoing and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and
agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting any other
transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly
announced pursuant to the initial press release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited
from effecting any other transactions in any securities of the Company in accordance with applicable securities laws from and
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to trade in the
securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described in Section
4.4.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby
separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct
knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets,
the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made
the investment decision to purchase the Securities covered by this Agreement.


 






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4.15       Exercise
Procedures. The form of Notice of Exercise included in the Warrants sets forth the totality of the procedures required of
the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required
of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall
be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be
required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares
in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.16       Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.17       Capital
Changes. Until the Effective Date, the Company shall not undertake a reverse or forward stock split or reclassification of
the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.


 






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ARTICLE V.


MISCELLANEOUS


 


5.1         Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
that no such termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2         Fees
and Expenses. The Company shall deliver to each Purchaser, prior to the Closing, a completed and executed copy of the Closing
Statement, attached hereto as Annex A. Except as expressly set forth in the Transaction Documents to the contrary, each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied
in connection with the delivery of any Securities to the Purchasers.


 


5.3         Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4         Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York
City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered
via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date
of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached
hereto.


 


5.5         Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Shares based on the
initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision
is sought, provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group
of Purchasers), the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No
waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof,
nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.
Any proposed amendment or waiver that disproportionately, materially and adversely affects the rights and obligations of any Purchaser
relative to the comparable rights and obligations of the other Purchasers shall require the prior written consent of such adversely
affected Purchaser. Any amendment effected in accordance with this Section 5.5 shall be binding upon each Purchaser and holder
of Securities and the Company.


 






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5.6         Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8         No
Third-Party Beneficiaries. The Placement Agent shall be the third party beneficiary of the representations and warranties
of the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2. This Agreement is intended
for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.


 


5.9         Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such Action
or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registered or certified
mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence
an Action or Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company
under Section 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.


 






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5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an
original thereof.


 


5.12       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


5.13       Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the
case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock
subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid
to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14       Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 






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5.15       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16       Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17       Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each
Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the
Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and
Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers.
It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is
between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among
the Purchasers.


 


5.18       Liquidated
Damages.  The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 






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5.19       Saturdays,
Sundays, Holidays, etc.If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.20       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.21       WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE
PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages
Follow)


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


 


	SELLAS Life Sciences Group, Inc.    	 	Address for Notice:
	 	 	 
	 	 	 
	By:		 	   
	 	Name: Angelos M. Stergiou	 	E-Mail: astergiou@sellaslife.com
	 	Title: President and Chief Executive Officer	 	 
	With a copy to (which shall not constitute notice):	 	 




 


	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.    	 
	666 Third Avenue	 
	New York, NY 10017	 
	dabagliebter@mintz.com	 
	Attention: Daniel Bagliebter, Esq.	 



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 






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[PURCHASER SIGNATURE PAGES TO


SELLAS
Life Sciences Group, Inc., SECURITIES PURCHASE AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as
of the date first indicated above.


 


Name of Purchaser: ________________________________________________________


 


Signature of Authorized Signatory of
Purchaser: _________________________________


 


Name of Authorized Signatory: _______________________________________________


 


Title of Authorized Signatory: ________________________________________________


 


Email Address of Authorized Signatory:
_________________________________________


 


Address for Notice to Purchaser:


 


Address for Delivery of Warrants to Purchaser (if not same as
address for notice):


 


 


DWAC for Shares:


 


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrant Shares: __________________


 


EIN Number: _______________________


 






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Annex A 


 


CLOSING STATEMENT


 


Pursuant to the attached Securities Purchase
Agreement, dated as of the date hereto, the purchasers shall purchase up to $[___________] of Common Stock and Warrants from SELLAS
Life Sciences Group, Inc., a Delaware corporation (the “Company”). All funds will be wired into an account maintained
by the Company. All funds will be disbursed in accordance with this Closing Statement.


 


Disbursement
Date: August ___, 2020


____________________________________________________________________________________________________________


 


	
        I. PURCHASE PRICE

         
	 
	 	Gross Proceeds to be Received 	$
	 	 
	
        II. DISBURSEMENTS

         
	 
	 	 	$
	 	 	$
	 	 	$
	 	 	$
	 	 	$
	 	 
	Total Amount Disbursed:	$



 


WIRE INSTRUCTIONS: 


Please see attached.  


 



Acknowledged and agreed to


this ___ day of August, 2020


 


SELLAS Life Sciences Group, Inc.,


 


	By:	 	 
	Name: Angelos M. Stergiou	 
	Title: President and Chief Executive Officer	 



 






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