Exhibit 10.1


 


Execution Version


 


PURCHASE AGREEMENT


 


THIS PURCHASE AGREEMENT
(the “Agreement”), dated as of August 13, 2020, by and between ACLARIS THERAPEUTICS, INC., a Delaware
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability
company (the “Investor”). Capitalized terms used herein and not otherwise defined herein are defined in Section
1 hereof.


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the
Company, up to Fifteen Million Dollars ($15,000,000) of the Company’s common stock, $0.00001 par value per share (the “Common
Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


 


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


 


		1.	CERTAIN DEFINITIONS.



 


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


 


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


 


(b)               
“Accelerated Purchase Floor Price” means $0.50, which shall be adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction and, effective upon the consummation
of any of the foregoing, the Accelerated Purchase Floor Price shall mean the lower of (i) the adjusted price and (ii) $0.50.


 


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


 


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


 






     


     


    

 


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


 


(f)                
 “Available Amount” means, initially, Fifteen Million Dollars ($15,000,000) in the aggregate,
which amount shall be reduced by the Purchase Amount each time the Investor purchases shares of Common Stock pursuant to Section
2 hereof.


 


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


 


(h)               
“Base Prospectus” means the Company’s final base prospectus, dated April 29, 2020, a preliminary
form of which is included in the Shelf Registration Statement, including the documents incorporated by reference therein.


 


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


 


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


 


(k)               
“Confidential Information” means any information disclosed by either party to the other party,
either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents,
prototypes, samples, plant and equipment), which is designated as “Confidential,” “Proprietary” or some
similar designation. Information communicated orally shall be considered Confidential Information if such information is confirmed
in writing as being Confidential Information within ten (10) Business Days after the initial disclosure. Confidential Information
may also include information disclosed to a disclosing party by third parties. Confidential Information shall not, however, include
any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure
by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the
receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party
without confidential restriction at the time of disclosure by the disclosing party as shown by the receiving party’s files
and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without a breach
of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use
of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence in
the receiving party’s possession.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(t)                
“Principal Market” means The Nasdaq Global Select Market; provided, however, that in the event
the Company’s Common Stock is ever listed or traded on The Nasdaq Global Market, The Nasdaq Capital Market, the New York
Stock Exchange, NYSE American, the NYSE Arca, the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group,
Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean such
other market or exchange on which the Company’s Common Stock is then listed or traded.


 






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


 


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


 


(w)             
“Purchase” means any Regular Purchase, Accelerated Purchase or Additional Accelerated Purchase,
as applicable.


 


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


 


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


 


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


 


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


 


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


 


(cc)            
 “Regular Purchase Share Limit” means One Hundred Thousand (100,000) Purchase Shares; provided,
however, that (i) if the Closing Sale Price of the Common Stock is not below $1.50 on the Purchase Date, the Regular Purchase
Share Limit may be increased to up to One Hundred Twenty-Five Thousand (125,000) Purchase Shares, (ii) if the Closing Sale Price
of the Common Stock is not below $2.50 on the Purchase Date, the Regular Purchase Share Limit may be increased to up to Two Hundred
Thousand (200,000) Purchase Shares and (iii) if the Closing Sale Price of the Common Stock is not below $3.00 on the Purchase Date,
the Regular Purchase Share Limit may be increased to up to Two Hundred Fifty Thousand (250,000) Purchase Shares, in each case to
be adjusted following any reorganization, recapitalization, non-cash dividend, stock split, reverse stock, split or other similar
transaction effected with respect to the Common Stock; provided, that if following such an adjustment the Regular Purchase
Share Limit as adjusted would preclude the Company from delivering to the Investor a Purchase Notice hereunder for a Purchase Amount
equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit shall equal the maximum
number of Purchase Shares which would enable the Company to deliver to the Investor a Purchase Notice for a Purchase Amount equal
to, or as closely approximating without exceeding, One Hundred Fifty Thousand Dollars ($150,000); provided, further,
that the parties may mutually agree to increase the Regular Purchase Share Limit for any Regular Purchase; and provided,
further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed
Two Million Dollars ($2,000,000).


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


(kk)           
 “Transfer Agent” means Broadridge Financial Solutions, Inc., or such other Person who is then
serving as the transfer agent for the Company in respect of the Common Stock.


 


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


 


		2.	PURCHASE OF COMMON STOCK.



 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right, but not the obligation, to sell to the Investor, in the
Company’s sole and absolute discretion, and the Investor has the obligation to purchase from the Company, Purchase Shares
as follows:


 


(a)               
Commencement of Regular Purchases of Common Stock. Upon the satisfaction of the conditions set forth in Sections
7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement
Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery
to the Investor of a Purchase Notice from time to time on any Purchase Date on which the Closing Sale Price is not below the Floor
Price, to purchase up to the Regular Purchase Share Limit (each such purchase, a “Regular Purchase”) at the
lower of: (i) the lowest Sale Price of the Common Stock on the applicable Purchase Date and (ii) the arithmetic average of the
three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business Days ending on the Business
Day immediately preceding such Purchase Date (the “Purchase Price”) on each Purchase Date (each such purchase,
a “Regular Purchase”). The Company may deliver multiple Purchase Notices to the Investor for multiple Regular
Purchases on a Purchase Date subject to the second sentence of Section 2(g).


 






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


 


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


 


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


 






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(e)               
Compliance with Rules of the Principal Market. Notwithstanding anything in this Agreement to the contrary,
and in addition to the limitations set forth in Section 2(f), the Company shall not issue more than 8,544,555 shares (including
the Commitment Shares) of Common Stock (the “Exchange Cap”) under this Agreement, which equals 19.99% of the
Company’s outstanding shares of Common Stock as of the date hereof, unless stockholder approval is obtained to issue in excess
of the Exchange Cap; provided, however, that the foregoing limitation shall not apply if at any time the Exchange Cap is reached
and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater
than $2.1912 (the “Minimum Price”), which is the lower of (i) the Nasdaq Official Closing Price immediately
preceding the execution of this Agreement and (ii) the arithmetic average of the Nasdaq Official Closing Prices for the Common
Stock for the five (5) Business Days immediately preceding the execution of this Agreement, as adjusted in accordance with the
rules of the Principal Market (in such circumstance, for purposes of the Principal Market, the transaction contemplated hereby
would not be “below market” and the Exchange Cap would not apply). Notwithstanding the foregoing, the Company shall
not be required or permitted to issue, and the Investor shall not be required to purchase, any shares of Common Stock under this
Agreement if such issuance would violate the rules or regulations of the Principal Market. The Company may, in its sole discretion,
determine whether to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder
if such issuance would require stockholder approval under the rules or regulations of the Principal Market. The Exchange Cap shall
be reduced, on a share-for-share basis, by the number of shares of Common Stock issued or issuable that may be aggregated with
the transactions contemplated by this Agreement under applicable rules of the Principal Market.


 


(f)                
Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the
Company shall not issue or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this
Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates
(as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) would result in the beneficial
ownership by the Investor and its affiliates of more than 9.99% of the then issued and outstanding shares of Common Stock
(the “Beneficial Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall
promptly (but not later than one (1) Business Day) confirm orally or in writing to the Investor the amount of Common Stock then
outstanding. The Investor and the Company shall each cooperate in good faith in the determinations required hereby and the application
hereof. Upon the oral or written request of the Company, the Investor shall promptly (but not later than one (1) Business Day)
confirm orally or in writing to the Company whether the total number of shares beneficially held by it and its affiliates exceeds
9.0% of the total outstanding amount of Common Stock then outstanding. The Investor’s written certification to the Company
of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof hereunder at any time, shall be conclusive
with respect to the applicability thereof and such result absent manifest error.


 


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


 






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


 


		3.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.



 


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


 


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


 


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


 


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


 


(d)               
Information. The Investor understands that its investment in the Securities involves a high degree of risk.
The Investor (i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has
such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed
investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the
Company concerning the financial condition and business of the Company and other matters related to an investment in the Securities.
Neither such inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify,
amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in Section
4 below. The Investor has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities and is not relying on any accounting, legal, tax or other advice from
the Company or its officers, employees, representatives or advisors. The Investor acknowledges and agrees that the Company neither
makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 4 hereof.


 






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


 


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


 


(g)               
Residency. The Investor is a resident of the State of Illinois.


 


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


 


		4.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


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


 


(a)               
Organization and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or
otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization,
with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently
conducted.  Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective
certificate or articles of formation or incorporation, bylaws or other organizational or charter documents except as would not
be expected to result in a Material Adverse Effect.  Each of the Company and the Subsidiaries is duly qualified to conduct
business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business
conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing,
as the case may be, would not reasonably be expected to result in a Material Adverse Effect, and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.
The Company has no Subsidiaries except as set forth in the SEC Documents (as defined below).


 






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


 


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


 


(d)                Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the
Securities shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions,
rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all
rights accorded to a holder of Common Stock. 12,000,000 shares of Common Stock have been duly authorized and reserved for
issuance upon purchase under this Agreement as Purchase Shares and Commitment Shares.




 











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(e)               
 No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the
consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation
for issuance and issuance of the Securities) will not (i) result in a violation of the Certificate of Incorporation, any Certificate
of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company or any of its Subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree
(including federal and state securities laws and regulations and the rules and regulations of the Principal Market applicable to
the Company) or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case
of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii) which would not
reasonably be expected to result in a Material Adverse Effect. None of the Subsidiaries are in violation of any term of or in default
under its certificate or articles of incorporation, any certificate of designation, preferences and rights of any outstanding series
of preferred stock, other organizational charter or bylaws. Neither the Company nor any of its Subsidiaries is in violation of
any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree
or order or any statute, rule or regulation applicable to the Company or its Subsidiaries, except for possible conflicts, defaults,
terminations or amendments that would not reasonably be expected to have a Material Adverse Effect. The business of the Company
and its Subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance or regulation of any
governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate would not
reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required
under the Securities Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company
is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental
agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under
or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this
Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to
the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except as disclosed in the SEC documents,
since one year prior to the date hereof, the Company has not received nor delivered any notices or correspondence from or to the
Principal Market, other than notices with respect to listing of additional shares of Common Stock and other routine correspondence.
Except as disclosed in the SEC Documents, the Principal Market has not commenced any delisting proceedings against the Company.


 






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(f)                
SEC Documents; Financial Statements. The Company is, and has been during the 12-month period immediately
preceding the date of this Agreement, required to file reports, schedules, forms, statements and other documents with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act. 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 twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and
documents incorporated by reference therein, being collectively referred to herein, together with each Prospectus, as the “SEC
Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents
prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects
with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents, when filed, contained
any untrue statement of a material fact or omitted to state a material fact 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 financial statements
of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules
and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements (i) have
been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the
periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto
and except that unaudited financial statements may not contain all footnotes required by GAAP, and (ii) fairly present in
all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof
and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments. Except as publicly available through the SEC’s Electronic Data Gathering, Analysis,
and Retrieval system (EDGAR) or in connection with a confidential treatment request submitted to the SEC, the Company has received
no notices or correspondence from the SEC for the one year preceding the date hereof other than SEC comment letters relating to
the Company’s filings under the Exchange Act and the Securities Act. There are no “open” SEC comments. To the
Company’s knowledge, the SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


 


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


 


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


 


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


 


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


 






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(k)               
Intellectual Property Rights. Except as disclosed in the Shelf Registration Statement or the SEC Documents,
the Company and its Subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service
marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental
authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted, except as such failure
to own, possess or acquire such rights would not reasonably be expected, individually or in the aggregate, to result in a Material
Adverse Effect. Except as set forth in the SEC Documents, the Company and its Subsidiaries do not have any knowledge of any infringement
by the Company or its Subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions,
licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any
such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding
brought against, or to the Company's knowledge, being threatened against, the Company or its Subsidiaries regarding trademark,
trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade
secret or other infringement, which would reasonably be expected to have a Material Adverse Effect.


 


(l)                
Environmental Laws. Except as set forth in the SEC Documents, the Company and its Subsidiaries (i) are in
compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws
to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or
approval, except where, in each of the three foregoing clauses, the failure to so comply would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


(m)             
Title. The Company does not own any real property. Except as set forth in the SEC Documents, the Company and
the Subsidiaries have good and marketable title in all personal property owned by them that is material to the business of the
Company and the Subsidiaries, in each case free and clear of all liens, encumbrances and defects (“Liens”),
except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed
to be made of such property by the Company and the Subsidiaries, Liens for the payment of federal, state or other taxes, the payment
of which is neither delinquent nor subject to penalties, and Liens that would not reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect.  Any real property and facilities held under lease by the Company
and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries
are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its Subsidiaries or would not reasonably be expected, individually in or the aggregate,
to result in a Material Adverse Effect.


 


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


 


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


 






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(p)               
Tax Status. Except as set forth in the SEC Documents, the Company and each of its Subsidiaries has made or
filed all federal and state and foreign income and all other material tax returns, reports and declarations required by any jurisdiction
to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books
provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental
assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except
those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for
periods subsequent to the periods to which such returns, reports or declarations apply, and except as would not reasonably be expected
to have a Material Adverse Effect. To the Company’s knowledge, there are no unpaid taxes in any material amount claimed to
be due by the taxing authority of any jurisdiction.


 


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


 


(r)                
Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior
to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business
combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the state of its incorporation or otherwise which is or could become applicable to
the Investor as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s
issuance of the Securities and the Investor’s ownership of the Securities.


 


(s)                
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other
Person acting on its behalf has provided the Investor or its agents or counsel with any information that it believes constitutes
or might constitute material, non-public information which is not otherwise disclosed in the Shelf Registration Statement or the
SEC Documents.   The Company understands and confirms that the Investor will rely on the foregoing representation
in effecting purchases and sales of securities of the Company.  All of the disclosure furnished by or on behalf of the
Company to the Investor regarding the Company, its business and the transactions contemplated hereby, including the disclosure
schedules to this Agreement, taken as a whole, is true and correct in all material respects and does not contain any untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The Company acknowledges and agrees that the Investor neither makes nor has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3 hereof.


 


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


 






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(u)               
Registration Statement. The Company has prepared and filed the Shelf Registration Statement with the SEC in
accordance with the Securities Act. The Shelf Registration Statement was declared effective by order of the SEC on April 29, 2020.
The Shelf Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Securities thereunder,
and the Company has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order
with respect to the Shelf Registration Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the
effectiveness of the Shelf Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or
any Prospectus Supplement, in either case, either temporarily or permanently or intends or, to the knowledge of the Company, has
threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Securities
under the terms of this Agreement. At the time the Shelf Registration Statement and any amendments thereto became effective, at
the date hereof and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Shelf Registration
Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities
Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement
thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied
and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements
in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor
furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Company meets all of the requirements
for the use of a registration statement on Form S-3 pursuant to the Securities Act in reliance on General Instruction I.B.1
of Form S-3 for the offering and issuance of the Securities contemplated by this Agreement, and the SEC has not notified the
Company of any objection to the use of the form of the Shelf Registration Statement pursuant to Rule 401(g)(1) of the Securities
Act. The Company hereby confirms that the issuance of the Securities to the Investor pursuant to this Agreement would not result
in non-compliance with the Securities Act or any of the General Instructions to Form S-3. The Shelf Registration Statement, as
of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time
after the filing of the Shelf Registration Statement that the Company or another participant in the transactions contemplated hereby
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Securities, the Company
was not, and as of the date hereof the Company is not, an “Ineligible Issuer” (as defined in Rule 405 of the Securities
Act). The Company has not distributed any offering material in connection with the offering and issuance of any of the Securities,
and until the Investor does not hold any of the Securities, shall not distribute any offering material in connection with the offering
and sale of any of the Securities, to or by the Investor, in each case, other than the Registration Statement or any amendment
thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. The Company
has not made and shall not make an offer relating to the Securities that would constitute a “free writing prospectus”
as defined in Rule 405 under the Securities Act without the consent of the Investor.


 


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


 






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


 


(x)               
Certain Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to
any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the
transactions contemplated by the Transaction Documents. The Investor shall have no obligation with respect to any fees or with
respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(x) that may
be due in connection with the transactions contemplated by the Transaction Documents.


 


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


 


(z)               
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the
Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating
the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any written notification that the
SEC is currently contemplating terminating such registration.


 


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


 


(bb)           
No Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i)
taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any
compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation
for soliciting another to purchase any other securities of the Company.


 


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


 






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


 


(ee)            
Shell Company Status. The Company is not, and has never been, an issuer identified in Rule 144(i)(1) under
the Securities Act.


 






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		5.	COVENANTS.



 


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


 


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


 


(c)               
Listing/DTC. The Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares
to be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national
securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall use commercially
reasonable efforts to maintain, so long as any shares of Common Stock shall be so listed, such listing of all such Securities from
time to time issuable hereunder. The Company shall use commercially reasonable efforts to maintain the listing of the Common Stock
on the Principal Market and shall comply in all respects with the Company’s reporting, filing and other obligations under
the bylaws or rules and regulations of the Principal Market. Neither the Company nor any of its Subsidiaries shall take any action
that would reasonably be expected to result in the delisting or suspension of the Common Stock on the Principal Market. The Company
shall promptly, and in no event later than the following Business Day, provide to the Investor copies of any notices it receives
from the Principal Market regarding the continued eligibility of the Common Stock for listing on the Principal Market; provided,
however, that the Company shall not be required to provide the Investor copies of any such notice that the Company reasonably believes
constitutes material non-public information and the Company would not be required to publicly disclose such notice in any report
or statement filed with the SEC under the Exchange Act (including on Form 8-K) or the Securities Act. The Company shall pay all
fees and expenses in connection with satisfying its obligations under this Section 5(c). The Company shall take all action
necessary to ensure that its Common Stock can be transferred electronically as DWAC Shares.


 






    18


     


    

 


(d)               
Prohibition of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this
Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents,
representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short
sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction,
which establishes a net short position with respect to the Common Stock.


 


(e)               
Issuance of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement,
the Company shall cause to be issued to the Investor a total of 121,584 shares of Common Stock (the “Commitment Shares”).
For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the date of this Agreement, whether or not
the Commencement shall occur or any Purchase Shares are purchased by the Investor under this Agreement and irrespective of any
subsequent termination of this Agreement.


 


(f)                
Due Diligence; Non-Public Information. During the term of this Agreement, the Investor shall have the right,
from time to time as the Investor may reasonably deem appropriate, and upon reasonable advance notice to the Company, to perform
reasonable due diligence on the Company during normal business hours. The Company and its officers and employees shall provide
information and reasonably cooperate with the Investor in connection with any reasonable request by the Investor related to the
Investor's due diligence of the Company. Each party hereto agrees not to disclose any Confidential Information of the other party
to any third party and shall not use the Confidential Information for any purpose other than in connection with, or in furtherance
of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property
of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party. The receiving party may disclose Confidential Information to the extent such information is required
to be disclosed by law, regulation or order of a court of competent jurisdiction or regulatory authority, provided that the receiving
party shall promptly notify the disclosing party when such requirement to disclose arises, and shall cooperate with the disclosing
party so as to enable the disclosing party to: (i) seek an appropriate protective order; and (ii) make any applicable claim of
confidentiality in respect of such Confidential Information; and provided, further, that the receiving party shall disclose Confidential
Information only to the extent required by the protective order or other similar order, if such an order is obtained, and, if no
such order is obtained, the receiving party shall disclose only the minimum amount of such Confidential Information required to
be disclosed in order to comply with the applicable law, regulation or order. In addition, any such Confidential Information disclosed
pursuant to this Section 5(g) shall continue to be deemed Confidential Information. Notwithstanding anything in this Agreement
to the contrary, the Company and the Investor agree that neither the Company nor any other Person acting on its behalf shall provide
the Investor or its agents or counsel with any information that constitutes or may reasonably be considered to constitute material,
non-public information, unless a simultaneous public announcement thereof is made by the Company in the manner contemplated by
Regulation FD. In the event of a breach of the foregoing covenant by the Company or any Person acting on its behalf (as determined
in the reasonable good faith judgment of the Investor), in addition to any other remedy provided herein or in the other Transaction
Documents, if the Investor is holding any Securities at the time of the disclosure of such material non-public information, the
Investor shall have the right to make a public disclosure, in the form of a press release, public advertisement or otherwise, of
such material, non-public information without the prior approval by the Company; provided the Investor shall have first provided
notice to the Company that it believes it has received information that constitutes material, non-public information, the Company
shall have at least twenty-four (24) hours (or, if later, until the end of the next succeeding Business Day) to either publicly
disclose such material, non-public information or to demonstrate to the Investor that such information does not constitute material,
non-public information. The Investor shall not have any liability to the Company, any of its Subsidiaries, or any of their respective
directors, officers, employees, stockholders or agents, for any such disclosure. The Company understands and confirms that the
Investor shall be relying on the foregoing covenants in effecting transactions in Securities of the Company.


 






    19


     


    

 


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


 


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


 


(i)                
No Aggregation. From and after the date of this Agreement, neither the Company, nor or any of its affiliates
will, and the Company shall use its commercially reasonable efforts to ensure that no Person acting on their behalf will, directly
or indirectly, make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would
reasonably be expected to cause this offering of the Securities by the Company to the Investor to be aggregated with other offerings
by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market on which any of
the securities of the Company are listed or designated unless stockholder approval is obtained before the closing of such subsequent
transaction in accordance with the rules of such Principal Market.


 


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


 


(k)               
Other Transactions. During the term of this Agreement, the Company shall not enter into, announce or recommend
to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially
delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents,
including, without limitation, the obligation of the Company to deliver the Purchase Shares and the Commitment Shares to the Investor
in accordance with the terms of the Transaction Documents.


 


(l)                
Limitation on Financings. From and after the date of this Agreement until the earlier of (X) the Maturity
Date and (Y) twelve (12) months after the date of termination of this Agreement as provided in Section 11,the Company shall
be prohibited from entering into any “equity line” or similar transaction whereby an investor is irrevocably bound
to purchase securities over a period of time from the Company at a price based on the market price of the Common Stock at the time
of such purchase; provided, however, that this Section 5(l) shall not be deemed to prohibit the issuance of
Common Stock pursuant to an “at-the-market offering” by the Company exclusively through a registered broker-dealer
acting as agent of the Company pursuant to a written agreement between the Company and such registered broker-dealer. The Investor
shall be entitled to seek injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition
to any right to collect damages, without the necessity of showing economic loss and without any bond or other security being required.


 


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


 






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		6.	TRANSFER AGENT INSTRUCTIONS.



 


On the Commencement
Date, the Company shall issue to the Transfer Agent (and any subsequent transfer agent) irrevocable instructions, in the form substantially
similar to those used by the Investor in substantially similar transactions, to issue the Commitment Shares, reserve the Purchase
Shares and issue the Purchase Shares from time to time in accordance with the terms of this Agreement (the “Irrevocable
Transfer Agent Instructions”). All Securities to be issued to or for the benefit of the Investor pursuant to this Agreement
shall be issued as DWAC Shares. The Company warrants to the Investor that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 6 will be given by the Company to the Transfer Agent with respect to the Securities,
and the Securities shall otherwise be freely transferable on the books and records of the Company; provided that if for any reason
the Initial Prospectus Supplement has not been filed before February 12, 2021, the Company shall issue instructions to the Transfer
Agent to issue the Commitment Shares to the Investor.


 


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



 


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


 


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


 


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


 


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


 


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


 


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



 


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


 


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


 






    21


     


    

 


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


 


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


 


(d)               
The Board of Directors of the Company shall have adopted the Resolutions, which shall be in full force and effect
without any amendment or supplement thereto as of the Commencement Date;


 


(e)               
As of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock solely
for the purpose of effecting purchases of Purchase Shares hereunder,  12,000,000 shares of Common Stock;


 


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


 


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


 


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


 


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


 






    22


     


    

 


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


 


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


 


(l)                
No statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated,
threatened or endorsed by any federal, state, local or foreign court or governmental authority of competent jurisdiction which
prohibits the consummation of or which would materially modify or delay any of the transactions contemplated by the Transaction
Documents; and


 


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


 


		9.	INDEMNIFICATION.



 


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


 






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		10.	EVENTS OF DEFAULT.



 


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


 


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


 


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


 






    24


     


    

 


(c)               
 the delisting of the Common Stock from The Nasdaq Global Select Market, unless the Common Stock is immediately thereafter
trading on The Nasdaq Global Market, The Nasdaq Capital Market, the New York Stock Exchange, the NYSE Arca, the NYSE American,
the OTC Bulletin Board, or the OTCQB or the OTCQX operated by the OTC Markets Group, Inc. (or any nationally recognized successor
to any of the foregoing);


 


(d)               
the failure for any reason by the Transfer Agent to issue Purchase Shares to the Investor within one (1) Business
Day after the applicable Purchase Date or Accelerated Purchase Date (as applicable) on which the Investor is entitled to receive
such Purchase Shares;


 


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


 


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


 


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


 


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


 


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


 


(j)                
if at any time after the Commencement Date, the Exchange Cap is reached (to the extent the Exchange Cap is applicable
pursuant to Section 2(e) hereof) and the Company’s stockholders have not approved the transactions contemplated by
this Agreement in accordance with the applicable rules and regulations of the Principal Market.


 


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


 






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		11.	TERMINATION



 


This Agreement may
be terminated only as follows:


 


(a)               
If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person
commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially all of its property,
or the Company makes a general assignment for the benefit of its creditors (any of which would be an Event of Default as described
in Sections 10(f), 10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability
or payment to the Company (except as set forth below) without further action or notice by any Person.


 


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


 


(c)               
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason
or for no reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate
this Agreement without any liability whatsoever of any party to any other party under this Agreement (except as set forth below).
The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.


 


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


 


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


 


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


 






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		12.	MISCELLANEOUS.



 


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


 


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


 


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


 


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


 


(e)               
Entire Agreement. The Transaction Documents supersede all other prior oral or written agreements between the
Investor, the Company, their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this
Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges
and agrees that it has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than
as expressly set forth in the Transaction Documents. The Investor acknowledges and agrees that it has not relied on, in any manner
whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction Documents.
No provision of this Agreement may be amended other than by a written instrument signed by both parties hereto.


 


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


 






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If to the Company:


 


Aclaris Therapeutics, Inc.


640 Lee Road, Suite 200


Wayne, PA 19087


Telephone: (484) 324-7933


E-mail: kalijackson@aclaristx.com


Attention: Kamil Ali-Jackson


 


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


 


Cooley LLP


One Freedom Square, Reston Town Center


11951 Freedom Drive


Reston, Virginia 20190-5640


Telephone: (703) 456-8000


Facsimile: (703) 456-8100


Attention: Brian F. Leaf, Esq.


Email: bleaf@cooley.com


 


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Telephone:     (312) 822-9300


Facsimile:        (312) 822-9301


E-mail:               jscheinfeld@lpcfunds.com/jcope@lpcfunds.com


Attention:        Josh Scheinfeld/Jonathan
Cope


 


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


 


K&L Gates,
LLP


200 S. Biscayne
Blvd., Ste. 3900


Miami, Florida
33131


Telephone:     (305)
539-3306


Facsimile:
       (305) 358-7095


E-mail:              clayton.parker@klgates.com


Attention:        Clayton
E. Parker, Esq.


 


 


or at such other address,
email and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice
given to each other party one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or email account containing the time, date, and recipient facsimile number or email address, as applicable, and
an image of the first page of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be
rebuttable evidence of personal service, receipt by facsimile, email or receipt from a nationally recognized overnight delivery
service in accordance with clause (i), (ii) or (iii) above, respectively.


 






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


 


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


 


(i)                
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party
may reasonably request in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j)                
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


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


 


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


 


(m)             
Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be waived other than in a written
instrument signed by the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power,
right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right
or privilege preclude other or further exercise thereof or of any other right, power or privilege.


 


** Signature Page Follows **


 






    29


     


    

 


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


 


	 	THE COMPANY:
	 	 
	 	ACLARIS THERAPEUTICS,
    INC.
	 	 
	 	By:	 /s/ Neal Walker
	 	Name: 	Neal Walker
	 	Title:	President and Chief Executive Officer
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND,
    LLC
	 	BY: LINCOLN PARK CAPITAL,
    LLC
	 	BY: Rockledge Capital
    Corporation
	 	 
	 	By:	 /s/ Joshua Scheinfeld
	 	Name:	Joshua Scheinfeld
	 	Title:	President




 






    30


     


    

 


EXHIBITS


 


Exhibit
A    Form of Officer’s Certificate


Exhibit
B     Form of Secretary’s Certificate


 






    31


     


    

 





EXHIBIT A


 


FORM OF OFFICER’S
CERTIFICATE


 


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(c) of that certain Purchase Agreement dated
as of August 13, 2020, (“Purchase Agreement”), by and between ACLARIS THERAPEUTICS, INC., a Delaware
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, Frank
Ruffo, Chief Financial Officer of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as
follows:


 


1.       I
am the Chief Financial Officer of the Company and make the statements contained in this Certificate;


 


2.       The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date);


 


3.       The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date, to the extent
not otherwise waived.


 


4.      The Company
has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor
does the Company or any of its Subsidiaries currently have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is currently financially solvent and is generally able to pay its
debts as they become due.


 


IN WITNESS WHEREOF,
I have hereunder signed my name as of the date first written above.


 


	 	 
	 	Name: Frank Ruffo
	 	Title: Chief Financial Officer




 









    32


     


    

 


EXHIBIT B


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(h) of that certain Purchase Agreement dated
as of August 13, 2020, (“Purchase Agreement”), by and between ACLARIS THERAPEUTICS, INC., a Delaware
corporation (the “Company”) and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant
to which the Company may sell to the Investor up to Fifteen Million Dollars ($15,000,000) of the Company's Common Stock, $0.00001
par value (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Purchase Agreement.


 


The undersigned, Kamil
Ali-Jackson, Secretary of the Company, hereby certifies, on behalf of the Company and not in her individual capacity, as follows:


 


1.       I
am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


 


2.       Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s Bylaws (“Bylaws”)
and Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action
has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment
relating to or affecting the Bylaws or Charter.


 


3.       Attached
hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Pricing Committee of the
Board of Directors of the Company by at a meeting held on August 13, 2020 in accordance with the Delaware General Corporation Law.
Such resolutions have not been amended, modified or rescinded and remain in full force and effect and such resolutions are the
only resolutions adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders of the Company
relating to or affecting (i) the entering into and performance of the Purchase Agreement, or the issuance, offering and sale of
the Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction
Documents as contemplated therein.


 


4.       As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 


IN WITNESS WHEREOF,
I have hereunder signed my name as of the date first written above.


 


	 	 
	 	Name: Kamil Ali-Jackson
	 	Title: Secretary




 


The undersigned as
Chief Financial Officer of ACLARIS THERAPEUTICS, INC., a Delaware corporation, hereby certifies that Kamil Ali-Jackson is
the duly elected, appointed, qualified and acting Secretary of ACLARIS THERAPEUTICS, INC., and that the signature appearing
above is her genuine signature.


 


	 	 
	 	Name: Frank Ruffo
	 	Title: Chief Financial Officer




 






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