Exhibit 10.1


 


CELLECTAR BIOSCIENCES, INC.


 


$14,500,000


 


COMMON STOCK


 


EQUITY
DISTRIBUTION AGREEMENT


 


August 11, 2020


 


Oppenheimer & Co. Inc.

85 Broad Street, 26th Floor

New York, New York 10004


 


Ladies and Gentlemen:


 


Cellectar Biosciences,
Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with Oppenheimer & Co. Inc., as follows:


 


1.           
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the
terms and subject to the conditions set forth herein, it may issue and sell to or through Oppenheimer & Co. Inc., acting as
agent and/or principal (the “Sales Agent”), shares of the Company’s common stock, par value $0.00001
per share (the “Common Stock”), having an aggregate offering price of up to $14,500,000 (the “Maximum
Amount”), subject to the limitations set forth in Section 3(b) hereof. The issuance and sale of shares
of Common Stock to or through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed,
or to be filed, by the Company and after such Registration Statement has been declared effective by the U.S. Securities and Exchange
Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the
Company to use the Registration Statement (as defined below) to issue the Common Stock.


 


On the date of
this Agreement, the Company has filed, or will file, in accordance with the provisions of the Securities Act of 1933, as
amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the
Commission, a registration statement on Form S-3, including a base prospectus, relating to certain securities, including
the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the
Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a
prospectus supplement specifically relating to the offer and sale of Placement Shares (as defined below) pursuant to this
Agreement included as part of such registration statement (the “ATM Prospectus”). The Company
will furnish to the Sales Agent, for use by the Sales Agent, copies of the ATM Prospectus included as part of such
registration statement, relating to the Placement Shares. Except where the context otherwise requires, such registration
statement, as amended when it becomes effective, including all documents filed as part thereof or incorporated by reference
therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission
pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to
Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.”
The base prospectus, including all documents incorporated therein by reference, and the ATM Prospectus, including all
documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be
supplemented by any additional prospectus supplement, in the form in which such prospectus and/or ATM Prospectus have most
recently been filed by the Company with the Commission, is herein called the “Prospectus.” Any
reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to
refer to and include the documents incorporated by reference therein, and any reference herein to the terms
“amend,” “amendment” or “supplement” with respect to the Registration Statement or the
Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission
deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement,
the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission
pursuant to the Electronic Data Gathering Analysis and Retrieval System or any successor thereto (collectively
“EDGAR”).


 






     


     


    

 


2.           
Placements. Each time that the Company wishes to issue and sell the Common Stock through the Sales Agent, as agent,
hereunder (each, a “Placement”), it will notify the Sales Agent by email notice (or other method mutually
agreed to in writing by the parties) (a “Placement Notice”) containing the parameters in accordance
with which it desires the Common Stock to be sold, which shall at a minimum include the number of shares of Common Stock to be
issued (the “Placement Shares”), the time period during which sales are requested to be made, any limitation
on the number of shares of Common Stock that may be sold in any one Trading Day (as defined in Section 3) and any
minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached
hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set
forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule),
and shall be addressed to each of the individuals from the Sales Agent set forth on Schedule 2, as such Schedule 2
may be amended from time to time. The Placement Notice shall be effective upon receipt by the Sales Agent unless and until
(i) in accordance with the notice requirements set forth in Section 4, the Sales Agent declines to accept the
terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares have been
sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company suspends or terminates
the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier
dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount
of any discount, commission or other compensation to be paid by the Company to the Sales Agent in connection with the sale of
the Placement Shares through the Sales Agent, as agent, shall be as set forth in Schedule 3. It is expressly
acknowledged and agreed that neither the Company nor the Sales Agent will have any obligation whatsoever with respect to a Placement
or any Placement Shares unless and until the Company delivers a Placement Notice to the Sales Agent and the Sales Agent does not
decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.
In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement
Notice will control.


 






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3.          
 Sale of Placement Shares by the Sales Agent.


 


(a)         
Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement Notice, and unless
the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the
terms of this Agreement, the Sales Agent, as agent for the Company, will use its commercially reasonable efforts consistent with
its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq
Capital Market (the “Exchange”), for the period specified in the Placement Notice, to sell such Placement
Shares up to the amount specified by the Company in, and otherwise in accordance with the terms of such Placement Notice. If acting
as agent hereunder, the Sales Agent will provide written confirmation to the Company (including by email correspondence to each
of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day
(as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth
the number of Placement Shares sold on such day, the compensation payable by the Company to the Sales Agent pursuant to Section 2
with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions
made by the Sales Agent (as set forth in Section 5(a)) from the gross proceeds that it receives from such sales. Subject
to the terms of the Placement Notice, the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an
“at the market” offering as defined in Rule 415 under the Securities Act, including without limitation sales
made directly on the Exchange, on any other existing trading market for the Common Stock or to or through a market maker. If expressly
authorized by the Company in a Placement Notice, the Sales Agent may also sell Placement Shares in privately negotiated transactions.
Subject to Section 3(c) below, the Sales Agent shall not purchase Placement Shares for its own account as principal
unless expressly authorized to do so by the Company in a Placement Notice. The Company acknowledges and agrees that (i) there
can be no assurance that the Sales Agent will be successful in selling Placement Shares, and (ii) the Sales Agent will incur
no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other
than a failure by the Sales Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable law and regulations to sell such Placement Shares as required under this Section 3. For the purposes
hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased and sold
on the principal market on which the Common Stock is listed or quoted.


 


(b)          Under
no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the
sale of such Placement Shares, the aggregate number or gross sales proceeds of Placement Shares sold pursuant to this
Agreement would exceed the lesser of: (i) the number or dollar amount of shares of Common Stock registered pursuant to
the Registration Statement pursuant to which the offering hereunder is being made, (ii) the number of authorized but
unissued and unreserved shares of Common Stock, (iii) the number or dollar amount of shares of Common Stock permitted to
be offered and sold by the Company under Form S-3 (including General Instruction I.B.6. of Form S-3, if and for so
long as applicable), (iv) the number or dollar amount of shares of Common Stock authorized from time to time to be
issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly
authorized executive officer, and notified to the Sales Agent in writing, or (v) the number or dollar amount of shares
of Common Stock for which the Company has filed the ATM Prospectus or other prospectus or prospectus supplement thereto
specifically relating to the offering of the Placement Shares pursuant to this Agreement. Under no circumstances shall the
Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the
minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or
a duly authorized executive committee, and notified to the Sales Agent in writing. Notwithstanding anything to the contrary
contained herein, the parties hereto acknowledge and agree that compliance with the limitations set forth in this Section
3(b) on the number or dollar amount of Placement Shares that may be issued and sold under this Agreement from time to
time shall be the sole responsibility of the Company, and that the Sales Agent shall have no obligation in connection with
such compliance.


 






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(c)         
The Company acknowledges and agrees that the Sales Agent has informed the Company that the Sales Agent may, to the extent
permitted under the Securities Act and the Exchange Act (including, without limitation, Regulation M promulgated thereunder),
purchase and sell shares of Common Stock for its own account while this Agreement is in effect, and shall be under no obligation
to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by the Sales Agent in
a Placement Notice; provided, that no such purchase or sales shall take place while a Placement Notice is in effect (except
(i) as agreed by the Company and the Sales Agent in the Placement Notice or (ii) to the extent the Sales Agent may engage in sales
of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity);
and, provided, further, that the Sales Agent acknowledges and agrees that, except as expressly set forth in a Placement
Notice, any such transactions are not being, and shall not be deemed to have been, undertaken at the request or direction of,
or for the account of, the Company, and that the Company has and shall have no control over any decision by the Sales Agent to
enter into any such transactions.


 


(d)         
During the term of this Agreement and notwithstanding anything to the contrary herein, the Sales Agent agrees that in no
event will the Sales Agent or its affiliates engage in any market making, bidding, stabilization or other trading activity with
regard to the Common Stock or related derivative securities if such activity would be prohibited under Regulation M or other anti-manipulation
rules under the Exchange Act.


 


(e)         
The Sales Agent represents and warrants that it is duly registered as a broker-dealer under the Financial Industry Regulatory
Authority, Inc. (“FINRA”) and the applicable statutes and regulations of each state in which the Placement
Shares will be offered and sold, except such states in which the Sales Agent is exempt from registration or such registration
is not otherwise required in connection with the offer and sale of the Placement Shares. The Sales Agent shall continue, for the
term of this Agreement, to be duly registered as a broker-dealer under FINRA and the applicable statutes and regulations of each
state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration or such
registration is not otherwise required in connection with the offer and sale of the Placement Shares.


 






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4.           
Suspension of Sales.


 


(a)           The
Company or the Sales Agent may, upon notice to the other party in writing (including by email correspondence to each of the
individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually
acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed
immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set
forth on Schedule 2), suspend any sale of Placement Shares for a period of time (a “Suspension
Period”); provided, however, that such suspension shall not affect or impair either party’s
obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension
Period is in effect, any obligation under Sections 7(m), 7(n), and 7(o) with respect to the delivery of
certificates, opinions or comfort letters to the Sales Agent shall be suspended. Each of the parties agrees that no such
notice under this Section 4 shall be effective against the other unless it is made to one of the individuals
named on Schedule 2 hereto, as such schedule may be amended from time to time. During a Suspension Period,
the Company shall not issue any Placement Notices and the Sales Agent shall not sell any Placement Shares hereunder. The
party that issued a suspension notice shall notify the other party in writing of the Trading Day on which the Suspension
Period shall expire not later than twenty-four (24) hours prior to such Trading Day.


 


(b)         
Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material
non-public information, the Company and the Sales Agent agree that (i) no sale of Placement Shares will take place, (ii) the
Company shall not request the sale of any Placement Shares, and (iii) the Sales Agent shall not be obligated to sell or offer
to sell any Placement Shares.


 


5.           
Settlement.


 


(a)         
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales
of Placement Shares will occur on the second (2nd) Trading Day (or such earlier day as is industry practice for regular-way
trading) following the respective Point of Sale (as defined below) (each, a “Settlement Date”). The
amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net
Proceeds”) will be equal to the aggregate sales price received by the Sales Agent at which such Placement Shares
were sold, after deduction for (i) the Sales Agent’s discount, commission or other compensation for such sales payable
by the Company pursuant to Section 2 hereof, (ii) any other amounts due and payable by the Company to the Sales
Agent hereunder pursuant to Section 7(g) (Expenses) hereof and (iii) any transaction fees imposed by any governmental
or self-regulatory organization in respect of such sales. “Point of Sale” means, for a Placement, the
time at which an acquiror of Placement Shares entered into a contract, binding upon such acquiror, to acquire such Placement Shares.


 


(b)         Delivery
of Placement Shares. On each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Sales Agent’s or its designee’s account (provided the
Sales Agent shall have given the Company written notice of such designee prior to the Settlement Date) at The Depository
Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually
agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good
deliverable form. On each Settlement Date, the Sales Agent will deliver the related Net Proceeds in same day funds to an
account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its
transfer agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date,
in addition to and in no way limiting the rights and obligations set forth in Section 9(a) (Indemnification and
Contribution) hereto, the Company will (i) hold the Sales Agent, its directors, officers, members, partners, employees
and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each person, if any, who
(A) controls the Sales Agent within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act or (B) is controlled by or is under common control with the Sales Agent (each, a “Sales Agent
Affiliate”), harmless against any loss, claim, damage, or reasonable expense (including reasonable legal fees
and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if
applicable) and (ii) pay to the Sales Agent any commission, discount, or other compensation to which it would otherwise
have been entitled absent such default.


 






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6.           
Representations and Warranties of the Company. The Company, on behalf of itself and its subsidiaries, represents
and warrants to, and agrees with, the Sales Agent that as of each Applicable Time (as defined in Section 22(a)):


 


(a)         
Compliance with Registration Requirements. As of each Applicable Time other than the date of this Agreement, the
Registration Statement and any Rule 462(b) Registration Statement have been declared effective by the Commission under the
Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional
or supplemental information related to the Registration Statement and the Prospectus. No stop order suspending the effectiveness
of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose
have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission. The
Registration Statement and the offer and sale of the Placement Shares as contemplated hereby meet the requirements of Rule 415
under the Securities Act and comply in all material respects with said Rule. In the section entitled “Plan of Distribution”
in the ATM Prospectus, the Company has named Oppenheimer & Co., Inc. as an agent that the Company has engaged in connection
with the transactions contemplated by this Agreement. The Company was not and is not an “ineligible issuer” as defined
in Rule 405 under the Securities Act.


 


(b)          No
Misstatement or Omission. As of (i) the time of filing of the Registration Statement and (ii) as of the date of
this Agreement, the Company was not an “ineligible issuer” in connection with the offering of the Placement
Shares pursuant to Rules 164, 405 and 433 under the Securities Act. The Company agrees to notify the Sales Agent
promptly upon the Company becoming an “ineligible issuer.” The Prospectus when filed will comply or complied and,
as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the
Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time it
becomes effective, and as of each Applicable Time, if any, will comply in all material respects with the Securities Act and
did not and, as of each Applicable Time, if any, will not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as
amended or supplemented, as of its date, did not and, as of each Applicable Time, if any, will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. The representations and warranties set forth in the two
immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any
Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or
supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by the Sale
Agent expressly for use therein. The parties hereto agree that the information provided in writing by or on behalf of the
Sales Agent expressly for use in the Registration Statement, any Rule 462(b) Registration Statement, or any
post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, consists solely of the
material referred to in Schedule 5 hereto, as updated from time to time. There are no contracts or other
documents required to be described in the Prospectus or to be filed as exhibits to the Registration Statement which have not
been described or filed as required.


 






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(c)          S-3
Eligibility. At the time the Registration Statement and any Rule 462(b) Registration Statement was or will be filed
with the Commission, at the time the Registration Statement and any Rule 462(b) Registration Statement was or will be
declared effective by the Commission, and at the time the Company’s most recent Annual Report on Form 10-K was filed
with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the
Securities Act, including, but not limited to, General Instruction I.B.6. of Form S-3, if and for so long as applicable.
As of the close of trading on the Exchange on July 30, 2020, the aggregate market value of the outstanding voting
and non-voting common equity (as defined in Rule 405 under the Securities Act) of the Company held by persons other than
affiliates of the Company (pursuant to Rule 144 under the Securities Act, those that directly, or indirectly through one or
more intermediaries, control, or are controlled by, or are under common control with, the Company) (the
“Non-Affiliate Shares”), was approximately $43.9 million (calculated by multiplying (x) the price
at which the common equity of the Company was last sold on the Exchange on July 30, 2020 times (y) the number of
Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been
a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has
filed current Form 10 information (as defined in General Instruction I.B.6. of Form S-3) with the Commission at least 12
calendar months previously reflecting its status as an entity that is not a shell company.


 


(d)         
Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior
to the completion of the Sales Agent’s distribution of the Placement Shares, any offering material in connection with the
offering and sale of the Placement Shares other than the Prospectus or the Registration Statement.


 


(e)         
The Equity Distribution Agreement. This Agreement has been duly authorized, executed and delivered by the Company,
and constitutes a valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its
terms, except as rights to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally,
and subject to general principles of equity. The Company has full corporate power and authority to enter into this Agreement and
to authorize, issue and sell the Placement Shares as contemplated by this Agreement. This Agreement conforms in all material respects
to the descriptions thereof in the Registration Statement and the Prospectus.


 


(f)           Authorization
of the Placement Shares. The Placement Shares to be sold by the Sales Agent, acting as agent and/or principal for the
Company, have been duly authorized and when issued and paid for as contemplated herein will be validly issued, fully paid and
non-assessable. The issuance of the Placement Shares is not subject to the preemptive or other similar rights of any
stockholder of the Company.


 






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(g)         
No Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights
to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated
by this Agreement, except for such rights as have been duly waived. Other than as set forth in this Agreement, no person has the
right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Placement
Shares hereunder, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement
Shares as contemplated hereby or otherwise.


 


(h)         
No Material Adverse Change. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates
as of which information is given in the Prospectus: (i) there has been no material adverse change in the condition (financial
or otherwise), assets, rights, operations, business, management or prospects of the Company and its subsidiaries, considered as
one entity (any such change is called a “Material Adverse Change”) or any development involving a prospective
material adverse change, which, individually or in the aggregate, has had or would reasonably be expected to result in a Material
Adverse Change; (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability
or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction
or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared,
paid or made by the Company or, except for regular quarterly dividends publicly announced by the Company or dividends paid to
the Company or other subsidiaries, by any of its subsidiaries on any class of capital stock or repurchase or redemption by the
Company or any of its subsidiaries of any class of capital stock.


 


(i)          
Independent Accountants. Baker Tilly Virchow Krause, LLP, who have certified certain financial statements of the
Company, whose report with respect to the financial statements (which term as used in this Agreement includes the related notes
thereto) and any supporting schedules filed with the Commission or incorporated by reference in the Registration Statement and
included or incorporated by reference in the Prospectus, are independent public accountants as required by the Securities Act
and the rules and regulations thereunder.


 


(j)            Preparation
of the Financial Statements. The consolidated financial statements of the Company, together with related notes and
schedules as incorporated by reference in the Registration Statement and the Prospectus, present fairly in all material
respects the financial position and the results of operations and cash flows of the Company, at the indicated dates and for
the indicated periods. Such financial statements and related schedules have been prepared in accordance with U.S. generally
accepted principles of accounting, consistently applied throughout the periods involved (subject, in the case of unaudited
financial statements, to normal year-end adjustments), except as disclosed therein, and all adjustments necessary for a fair
presentation in all material respects of results for such periods have been made. The summary financial and statistical data
included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material
respects the information shown therein and such data has been compiled on a basis consistent with the financial statements
presented therein and the books and records of the Company. The statistical, industry-related and market-related data
included or incorporated by reference in the Registration Statement and the Prospectus are based on or derived from sources
which the Company reasonably and in good faith believes are reliable and accurate, and the Company has obtained the written
consent to the use of such data from such sources to the extent required. The financial data set forth or incorporated in the
Prospectus under the caption “Selected Financial Data” fairly present in all material respects the information
set forth therein at the indicated dates and for the indicated periods on a basis consistent with that of the audited
financial statements contained, incorporated or deemed to be incorporated in the Registration Statement. Any pro forma
financial statements or data included or incorporated by reference in the Registration Statement and the Prospectus comply
with the requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the
assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma
adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma
adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other
financial data set forth or incorporated by reference in the Registration Statement and the Prospectus is accurately
presented and prepared on a basis consistent with the financial statements and books and records of the Company. The Company
and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance
sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification
Paragraph 810-10-25-20), not disclosed in the Registration Statement and the Prospectus. All disclosures contained in the
Registration Statement or the Prospectus that contain “non-GAAP financial measures” (as such term is defined by
the rules and regulations of the Commission) comply, in all material respects, with Regulation G under the Exchange Act and
Item 10 of Regulation S-K under the Securities Act, to the extent applicable.









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(k)         
XBRL. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the
Registration Statement fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.


 


(l)          
Incorporation and Good Standing of the Company and its Subsidiaries. The Company is a corporation duly incorporated
and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has requisite
corporate power to carry on its business as described in the Prospectus. The Company is duly qualified to transact business and
is in good standing in all jurisdictions in which the conduct of its business requires such qualification; except where the failure
to be so qualified or to be in good standing would not result in a Material Adverse Change. The Company does not own or control,
directly or indirectly, any corporation, association or other entity other than the subsidiaries listed on Schedule 4.
Each subsidiary is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation
and is in good standing under such laws. Each of the subsidiaries has requisite corporate power to carry on its business as described
in the Prospectus. Each of the subsidiaries is duly qualified to transact business and is in good standing in all jurisdictions
in which the conduct of its business requires such qualification; except where the failure to be so qualified or to be in good
standing would not result in a Material Adverse Change.


 


(m)         Capital
Stock Matters. The Common Stock conforms in all material respects to the description thereof contained in the Prospectus.
The form of certificates for the Common Stock conforms to the corporate law of the jurisdiction of the Company’s
incorporation. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are
fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the
outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other
similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options,
warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible
into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those
disclosed in the Prospectus or in a document filed as an exhibit to or incorporated by reference into the Registration
Statement. All of the issued and outstanding capital stock of, or other ownership interests in, each subsidiary of the
Company has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors’
qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance or claim.


 






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(n)         Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries
is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws, limited liability
company agreement, certificate or agreement of limited or general partnership, memorandum and articles of association, or
other similar organizational documents, as the case may be, of such entity, (ii) in breach of or in default (or, with
the giving of notice or lapse of time or both, would be in default) (“Default”) under any
indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise, lease or other agreement,
obligation, condition, covenant or instrument to which the Company or any of its subsidiaries is a party or by which it or
any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject
(each, an “Existing Instrument”), or (iii) in violation of any statute, law, rule, regulation,
judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Company or any of its subsidiaries or any of their properties, as applicable, except,
with respect to clauses (ii) and (iii) only, for such breaches, violations or Defaults that would not, individually or
in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance of this
Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus
(including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as
described in the Prospectus under the caption “Use of Proceeds”) (i) will not result in any breach or
violation of the certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate
or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational
documents, as the case may be, of the Company or any of its subsidiaries, (ii) will not conflict with or constitute a
breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition
of any lien, charge, claim or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to,
or require the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any
statute, law, rule, regulation, judgment, order or decree applicable to the Company or any of its subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company
or any of its subsidiaries or any of its or their properties, as applicable, except, with respect to clauses (ii) and
(iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering Events or violations that would not,
individually or in the aggregate, result in a Material Adverse Change. As used herein, a “Debt Repayment
Triggering Event” means any event or condition which gives, or with the giving of notice or lapse of time or
both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such
holder’s behalf), issued by the Company, the right to require the repurchase, redemption or repayment of all or a
portion of such indebtedness by the Company or any of its Significant Subsidiaries. Each approval, consent, order,
authorization, designation, declaration or filing by or with any regulatory, administrative or other governmental body
necessary in connection with the execution and delivery by the Company of this Agreement and the performance of the Company
of the transactions herein contemplated has been obtained or made and is in full force and effect, except (i) such
additional steps as may be required by the bylaws and rules of FINRA or
(ii) such additional steps as may be necessary to qualify the Common Stock for sale by the Sales Agent under state
securities or Blue Sky laws.


 






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(o)         
No Material Actions or Proceedings; Labor Disputes. There is no action, suit, claim or proceeding pending or, to
the knowledge of the Company, threatened against the Company before any court or administrative agency or otherwise (i) that
is required to be described in the Registration Statement or the Prospectus and are not so described or (ii) which, if determined
adversely to the Company, would reasonably be expected to result in a Material Adverse Change or prevent the consummation of the
transactions contemplated hereby, except as set forth in the Registration Statement and the Prospectus. The aggregate of all pending
legal or governmental proceedings to which the Company and its subsidiaries is a party or of which any of their property or assets
is the subject which are not described in the Prospectus, including ordinary routine litigation incidental to the business, could
not reasonably be expected to result in a Material Adverse Change. No labor dispute with the employees of the Company exists or,
to the Company’s knowledge, is threatened or imminent, and the Company is not aware of any existing or imminent labor dispute
by the employees of any of its principal suppliers, contractors or customers, that would, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Change. None of the employees of the Company or any of its subsidiaries is represented
by a union and, to the knowledge of the Company, no union organizing activities are taking place. Neither the Company nor any
of its subsidiaries has violated any federal, state or local law or foreign law relating to the discrimination in hiring, promotion
or pay of employees, nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign laws
and regulations, which might, individually or in the aggregate, result in a Material Adverse Change.


 


(p)          
All Necessary Permits, etc. Each of the Company and its subsidiaries has all material licenses, certifications,
permits, franchises, approvals, clearances and other regulatory authorizations (“Permits”) from governmental
authorities as are necessary to (i) conduct its businesses as currently conducted and (ii) own, lease and operate its
properties in the manner described in the Prospectus. There is no claim or proceeding pending or, to the knowledge of the Company,
threatened, involving the status of or sanctions under any of the Permits. Each of the Company and its subsidiaries has fulfilled
and performed all of its material obligations with respect to the Permits, and the Company is not aware of the occurrence of any
event which allows, or after notice or lapse of time would allow, the revocation, termination, or other impairment of the rights
of the Company or any of its subsidiaries under such Permit, except where the revocation, modification or failure to obtain the
renewal of any such Permit would not result in a Material Adverse Change.


 






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(q)        
 Tax Law Compliance. All United States federal income tax returns of the Company and its subsidiaries required by
law to be filed have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed,
which are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate
reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to have
been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to file such
returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and
as to which adequate reserves have been provided and except for such taxes or assessments the nonpayment of which would not, individually
or in the aggregate, result in a Material Adverse Change. The charges, accruals and reserves on the books of the Company and its
subsidiaries in respect of any income and corporation tax liability for any years not finally determined are adequate to meet
any assessments or re-assessments for additional tax for any years not finally determined, except to the extent of any inadequacy
that would not result in a Material Adverse Change. All material taxes which the Company and its subsidiaries are required by
law to withhold or to collect for payment have been duly withheld and collected and have been paid to the appropriate governmental
authority or agency or have been accrued, reserved against and entered on the books of the Company and its subsidiaries. There
are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision
thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance by the Company or
sale by the Sales Agent of the Placement Shares, acting as agent and/or principal for the Company.


 


(r)          
Company Not an “Investment Company”. The Company has been advised of the rules and requirements under
the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company is not, and
after receipt of payment for the Placement Shares will not be, an “investment company” within the meaning of Investment
Company Act.


 


(s)         
Insurance. Except as otherwise described in the Prospectus, the Company carries, or is covered by, insurance in
such amounts and covering such risks as is generally considered reasonably adequate for the conduct of its business and the value
of its properties and as is customary for companies engaged in similar industries. All policies of insurance insuring the Company
or its business, assets, employees, officers and directors are in full force and effect, and the Company is in compliance with
the terms of such policies in all material respects. There are no claims by the Company under any such policy or instrument as
to which an insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason
to believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to
obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted
and at a cost that would not result in a Material Adverse Change.


 


(t)          
No Price Stabilization or Manipulation. Neither the Company, nor any of its subsidiaries, nor any of its or their
respective directors, officers or, to the knowledge of the Company, controlling persons has taken, directly or indirectly, any
action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common Stock.


 






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(u)        
 Related Party Transactions. There are no business relationships or related-party transactions involving the Company
or any subsidiary or any other person required to be described in the Prospectus which have not been described as required.


 


(v)        
Exchange Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Registration
Statement, the Prospectus or any amendment or supplement thereto, at the time they were or hereafter are filed with the Commission
under the Exchange Act, complied and will comply in all material respects with the requirements of the Exchange Act, and, when
read together with the other information in the Prospectus, at each Point of Sale and each Settlement Date, will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the fact
required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading.


 


(w)        
Free Writing Prospectuses. The Company represents and warrants to the Sales Agent that neither it nor any of its
agents or representatives (other than the Sales Agent in its capacity as such) has made any offer relating to the Placement Shares
that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act and that it
agrees with the Sales Agent that it will not make any offer relating to the Placement Shares that would constitute a “free
writing prospectus” as defined in Rule 405 under the Securities Act.


 


(x)          
Compliance with Environmental Laws. To its knowledge, the Company is not in violation of any statute, any rule,
regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal
or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration
of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively,
“Environmental Laws”), which violation individually or in the aggregate would result in a Material Adverse
Change. The Company neither owns nor, to its knowledge, operates any real property contaminated with any substance that is subject
to any Environmental Laws, is not liable for any off-site disposal or contamination pursuant to any Environmental Laws, nor is
it subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would individually
or in the aggregate result in a Material Adverse Change; and the Company is not aware of any pending investigation which might
lead to such a claim.


 


(y)         
Intellectual Property. Each of the Company and its subsidiaries owns and has full right, title and interest in and
to, or has valid licenses to use, each material trade name, trademark, service mark, patent, copyright, approval, trade secret
and other similar rights (collectively “Intellectual Property”) under which the Company and its subsidiaries
conduct all or any material part of their respective businesses, and the Company has not created any lien or encumbrance on, or
granted any right or license with respect to, any such Intellectual Property, except where the failure to own or obtain a license
or right to use any such Intellectual Property could not reasonably be expected to result in a Material Adverse Change; there
is no claim pending against the Company or its subsidiaries with respect to any Intellectual Property, and the Company and its
subsidiaries have not received notice or otherwise become aware that any Intellectual Property that it uses or has used in the
conduct of its business infringes upon or conflicts with the rights of any third party.


 






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(z)        
 Brokers. Other than the Sales Agent, there is no broker, finder or other party that is entitled to receive from
the Company any brokerage or finder’s fee or other fee or commission as a result of any transactions contemplated by this
Agreement.


 


(aa)       
No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for
business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any
of the officers or directors of the Company or any of their respective family members, except as disclosed in the Prospectus.
The Company has not directly or indirectly extended or maintained credit, arranged for the extension of credit, or renewed an
extension of credit, in the form of a personal loan to or for any director or executive officer of the Company.


 


(bb)       
No Reliance. The Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal,
tax or accounting advice in connection with the offering and sale of the Placement Shares.


 


(cc)        
Broker-Dealer Status. Neither the Company nor any of its related entities (i) is required to register as a
“broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly
through one or more intermediaries, controls or is a “person associated with a member” or “associated person
of a member” (within the meaning of Article I of the NASD Manual administered by FINRA). To the Company’s knowledge,
there are no affiliations or associations between any member of FINRA and any of the Company’s officers, directors or 5%
or greater security holders, except as set forth in the Registration Statement. All of the information (including, but not limited
to, information regarding affiliations, security ownership and trading activity) provided to the Sales Agent or its counsel by
the Company, its officers and directors and the holders of any securities (debt or equity) or warrants, options or rights to acquire
any securities of the Company in connection with the filing to be made and other supplemental information to be provided to FINRA
pursuant to Rule 5110 of FINRA in connection with the transactions contemplated by this Agreement is true, complete and correct,
and copies of any Company filings required to be filed with FINRA have been filed with the Commission or delivered to the
Sales Agent for filing with FINRA.


 


(dd)      
Compliance with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries
are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is
conducting business, except where failure to be so in compliance would not result in a Material Adverse Change.


 


(ee)        Certain
Regulations. The studies, tests and clinical trials conducted by or on behalf of the Company and its subsidiaries were
and, if still pending, are being conducted in compliance with experimental protocols, procedures and controls pursuant to
accepted professional scientific standards and all applicable laws and authorizations, including, without limitation, the
Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder, except where the failure to be in
compliance could not reasonably be expected to result in a Material Adverse Change. The descriptions of the results of such
studies, tests and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in
all material respects and fairly present in all material respects the data derived from such studies, tests and clinical
trials. Except to the extent disclosed in the Registration Statement and the Prospectus, to the knowledge of the Company,
there are no studies, tests or clinical trials, the results of which the Company believes reasonably call into question the
study, test, or clinical trial results described or referred to in the Registration Statement and the Prospectus when viewed
in the context in which such results are described. Except to the extent disclosed in the Registration Statement and the
Prospectus, the Company and its subsidiaries have not received any notices or correspondence from any applicable governmental
authority requiring the termination, suspension or material modification of any studies, tests or clinical trials conducted
by or on behalf of the Company or its subsidiaries.


 






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(ff)         
FDA Regulations. The Company and its subsidiaries: (A) are and at all times have been in compliance with all statutes,
rules, or regulations, including but not limited to those administered by the United States Food and Drug Administration (“FDA”),
the European Medicines Agency (“EMA”) and similar governmental authorities applicable to the ownership,
testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale,
storage, import, export or disposal of any products being developed, manufactured or distributed by the Company or its subsidiaries
(“Applicable Laws”), except as could not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Change; (B) have not received any warning letter or other correspondence or notice from the FDA,
EMA or any other governmental authority alleging or asserting 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 Authorizations are valid and in full force and effect and are not in material
violation of any term of any such Authorizations, except where lack of such Authorizations would not, individually or in the aggregate,
be reasonably expected to result in a Material Adverse Change; (D) have not received 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 notice that any governmental authority has taken, is taking or intends to take action to limit, suspend,
modify or revoke any Authorizations and have no knowledge that any such governmental authority is considering such action; (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 Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date
filed (or were corrected or supplemented by a subsequent submission); and (G) have not, either voluntarily or involuntarily, initiated,
conducted, or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert,
or other notice or action relating to the alleged lack of safety or efficacy of any product or any alleged product defect or violation
and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate any such notice or action.


 


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


 






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(hh)          
Disclosure Controls and Procedures. The Company has established and maintains “disclosure controls and procedures”
(as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act); the Company’s “disclosure controls
and procedures” are reasonably designed to ensure that all information (both financial and non–financial) required
to be disclosed by the Company in the reports that it will file or furnish under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and regulations of the Commission, and that all such information is
accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure
and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange
Act with respect to such reports.


 


(ii)            
Company’s Accounting System. The Company maintains a system of internal accounting controls sufficient to provide
reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization;
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with
management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing
assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


(jj)             
ERISA. The Company is in compliance in all material respects with all presently applicable provisions of the Employee
Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined
in ERISA) for which the Company would have any material liability; the Company has not incurred and does not expect to incur any
material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension
plan” or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published
interpretations thereunder (the “Code”); and each “pension plan” for which the Company would
have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects
and to the knowledge of the Company nothing has occurred, whether by action or by failure to act, which would cause the loss of
such qualification.


 


(kk)            Contracts
and Agreements. There are no contracts, agreements, instruments or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits thereto which have not been so described in all
material respects and filed as required by Item 601(b) of Regulation S-K under the Securities Act. The copies of all
contracts, agreements, instruments and other documents (including governmental licenses, authorizations, permits, consents
and approvals and all amendments or waivers relating to any of the foregoing) that have been furnished to the Sales Agent or
its counsel are complete and genuine and include all material collateral and supplemental agreements thereto. All contracts
and agreements between the Company and third parties expressly referenced in the Registration Statement or the Prospectus are
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as rights to indemnity thereunder (as applicable) may be limited by federal or state securities laws and except
as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of
creditors generally, and subject to general principles of equity.


 






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(ll)             
Title to Properties. Except as set forth in the Registration Statement and the Prospectus, the Company and each of
its subsidiaries have good and marketable title to all of the properties and assets reflected as owned in the financial statements
referred to in Section 6(j) above (or elsewhere in the Registration Statement and the Prospectus), in each case free and clear
of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially
and adversely affect the value of such property or assets and do not materially interfere with the use made or proposed to be made
of such property by the Company or any subsidiary. The material real property, improvements, equipment and personal property held
under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are
not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment
or personal property by the Company or such subsidiary. The Company and each of its subsidiaries have such consents, easements,
rights-of-way or licenses from any person (“rights-of-way”) as are necessary to enable the Company and
each of its subsidiaries to conduct its business in the manner described in the Registration Statement and the Prospectus, and
except for such rights-of-way the lack of which would not, individually or in the aggregate, result in a Material Adverse Change.


 


(mm)          
No Unlawful Contributions or Other Payments. No payments or inducements have been made or given, directly or indirectly,
to any federal or local official or candidate for, any federal or state office in the United States or foreign offices by the Company
or to the knowledge of the Company any of its officers or directors, or, to the knowledge of the Company, by any of its employees
or agents or any other person in connection with any opportunity, contract, permit, certificate, consent, order, approval, waiver
or other authorization relating to the business of the Company, except for such payments or inducements as were lawful under applicable
laws, rules and regulations. Neither the Company, nor, to the knowledge of the Company, any director, officer, agent, employee
or other person associated with or acting on behalf of the Company, (i) has used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment
to any government official or employee from corporate funds; or (iii) made any bribe, unlawful rebate, payoff, influence payment,
kickback or other unlawful payment in connection with the business of the Company.


 


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


 






    17


     


    

 


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


 


(pp)           
OFAC. None of the Company, any subsidiary or, to the knowledge of the Company, any director, officer, agent, employee,
affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will
not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.


 


(qq)          
Exchange Listing. The Common Stock is currently listed on the Exchange under the trading symbol “CLRB”.
Except as disclosed in the Prospectus, the Company has not, in the 12 months preceding the date the first Placement Notice is given
hereunder, received notice from the Exchange to the effect that the Company is not in compliance with the listing or maintenance
requirements. Except as disclosed in the Prospectus, the Company has no reason to believe that it will not in the foreseeable future
continue to be in compliance with all such listing and maintenance requirements.


 


(rr)             
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds
thereof by the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System or any other regulation of such Board of Governors.


 


(ss)           
Continuous Offering Agreements. Except for this Agreement, the Company is not party to any other equity distribution
or sales agency agreement or other similar arrangement with any other agent or any other representative in respect of any “at
the market offering” or other continuous equity offering transaction.


 


(tt)            
No Material Defaults. Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness
for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Change.


 






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Any certificate signed by an officer of
the Company and delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement
shall be deemed to be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein.


 


The Company acknowledges that the Sales
Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel
to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.


 


7.               
Covenants of the Company. The Company covenants and agrees with the Sales Agent that:


 


(a)              Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any
Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify the
Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents
incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the
Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement
or Prospectus or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon
the Sales Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales
Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares
by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not
relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the
representations and warranties made by the Company in this Agreement, and provided, further, that the only
remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this
Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to
the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or
a security convertible into the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a
reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however,
that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability
hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this
Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure
by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) the Company will
furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated
by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; (v) the
Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be
filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without
reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference, to be
filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed (the determination to
file or not file any amendment or supplement with the Commission under this Section 7(a), based on the
Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).


 






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(b)             
Notice of Commission Stop Orders. The Company will advise the Sales Agent, promptly after it receives notice or obtains
knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any notice objecting to, or other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification
of the Placement Shares for offering or sale in any jurisdiction, or of the initiation of any proceeding for any such purpose or
any examination pursuant to Section 8(e) of the Securities Act, or if the Company becomes the subject of a proceeding under
Section 8A of the Securities Act in connection with the offering of the Placement Shares; and it will promptly use its commercially
reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued.
Until such time as any stop order is lifted, the Sales Agent shall cease making offers and sales under this Agreement.


 


(c)             
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares
is required to be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares
(including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company
will comply with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before
their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during
such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus
to comply with the Securities Act, the Company will promptly notify the Sales Agent to suspend the offering of Placement Shares
during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of
the Company) so as to correct such statement or omission or effect such compliance; provided, however, that the Company
may delay the filing of any amendment or supplement if, in the judgment of the Company, it is in the best interest of the Company.


 


(d)             
Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required
to be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in
circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use
commercially reasonable efforts to cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares
for sale under the securities laws of such jurisdictions as the Sales Agent reasonably designates and to continue such qualifications
in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall
not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to
service of process in any jurisdiction.


 


(e)              Delivery
of Registration Statement and Prospectus. The Company will furnish to the Sales Agent and its counsel (at the expense of
the Company) copies of (i) the Registration Statement and the Prospectus (including all documents incorporated by
reference therein) filed with the Commission on the date of this Agreement and (ii) all amendments and supplements to
the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating
to the Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including all documents
filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon
as reasonably practicable and in such quantities as the Sales Agent may from time to time reasonably request and, at the
Sales Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the
Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other
than the Prospectus) to the Sales Agent to the extent such document is available on EDGAR.


 






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(f)              
Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but
in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement of the
Company and its subsidiaries (which need not be audited) covering a 12-month period that complies with Section 11(a) and Rule 158
of the Securities Act. The terms “earnings statement” and “make generally available to its security holders”
shall have the meanings set forth in Rule 158 under the Securities Act.


 


(g)             
Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is
terminated in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident
to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation,
printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment
and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares, including any stock or other
transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Placement Shares to the Sales Agent,
(iii) the fees and disbursements of the counsel, accountants and other advisors to the Company in connection with the transactions
contemplated by this Agreement; (iv) the qualification of the Placement Shares under securities laws in accordance with the
provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees
or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in
(ix) below), (v) the printing and delivery to the Sales Agent of copies of the Prospectus and any amendments or supplements
thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the
Placement Shares for trading on the Exchange, (vii) the fees and expenses of the transfer agent or registrar for the Common
Stock; (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department (including,
with respect to any required review by FINRA, the reasonable and documented fees and expenses of the Sales Agent’s counsel);
and (ix) the Company shall reimburse the Sales Agent for the reasonable and documented fees and disbursements of the Sales
Agent’s counsel in an amount not to exceed (a) $50,000 in connection with the establishment of this at-the-market offering,
and (b) thereafter, $2,500 on a quarterly basis (such approval not to be unreasonably withheld, conditioned or delayed).


 


(h)             
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use
of Proceeds.”


 






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(i)              
 Notice of Other Sales. During the pendency of any Placement Notice given hereunder, the Company shall provide the
Sales Agent notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to
sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this
Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common
Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Common Stock,
options or other rights to purchase or otherwise acquire Common Stock, or Common Stock issuable upon the exercise of options or
other equity awards, in each case granted pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement,
whether now in effect or hereafter implemented, (ii) issuance of securities in connection with an acquisition, merger, or sale
or purchase of assets, (iii) issuance or sale of Common Stock upon conversion of securities or the exercise of warrants, options
or other rights then in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing
to the Sales Agent, and (iv) issuance or sale of Common Stock pursuant to any dividend reinvestment and stock purchase plan that
the Company has in effect or may adopt from time to time, provided that the implementation of such new plan is disclosed
to the Sales Agent in advance. If the Company notifies the Sales Agent under this Section 7(i) of a proposed sale of shares
of Common Stock or Common Stock equivalents, the Sales Agent may suspend any offers and sales of Securities under this Agreement
for a period of time deemed appropriate by the Sales Agent.


 


(j)              
Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender
a Placement Notice or sell Placement Shares, advise the Sales Agent promptly after it shall have received notice or obtained knowledge
thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other
document provided to the Sales Agent pursuant to this Agreement.


 


(k)             
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Sales
Agent or its agents in connection with the transactions contemplated hereby, including, without limitation, providing information
and making available documents and senior corporate officers, during regular business hours and at the Company’s principal
offices, as the Sales Agent may reasonably request.


 


(l)                Required
Filings Relating to Placement of Placement Shares. The Company shall set forth in each Annual Report on Form 10-K and
Quarterly Report on Form 10-Q filed by the Company with the Commission in respect of any quarter in which sales of Placement
Shares were made by or through the Sales Agent under this Agreement, with regard to the relevant period, the amount of
Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the
Company to the Sales Agent with respect to such sales of Placement Shares. To the extent that the filing of a prospectus
supplement to the Prospectus with the Commission with respect to any sales of Placement Shares becomes required under
Rule 424(b) under the Securities Act, the Company agrees that, on or before such dates as the Securities Act shall
require, the Company will (i) file a prospectus supplement to the Prospectus with the Commission under the applicable
paragraph of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, with regard to the
relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the
compensation payable by the Company to the Sales Agent with respect to such Placement Shares, and (ii) deliver such
number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be
required by the rules or regulations of such exchange or market. The Company shall afford the Sales Agent and its counsel
with a reasonable opportunity to review and comment upon, shall consult with the Sales Agent and its counsel on the form and
substance of, and shall give due consideration to all such comments from the Sales Agent or its counsel on, any such filing
prior to the issuance, filing or public disclosure thereof; provided, however, that the Company shall not be required to
submit for review (A) any portion of any periodic reports filed with the Commission under the Exchange Act other than
the specific disclosure relating to any sales of Placement Shares and (B) any disclosure contained in periodic reports
filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in
connection with a previous filing.


 






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(m)           
Representation Dates; Certificate. On or prior to the date the first Placement Notice is given hereunder and each
time the Company subsequently thereafter (i) amends or supplements the Registration Statement or the Prospectus relating to
the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement
or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a
post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration
Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange
Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K);
(iii) files a quarterly report on Form 10-Q under the Exchange Act; (iv) files a report on Form 8-K containing amended
financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form
8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued
operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (unless the Sales Agent
determines that the information contained in such Form 8-K is not material); or (v) sells Placement Shares to the Sales Agent as
principal at the Point of Sale pursuant to the applicable Placement Notice (each date of filing of one or more of the documents
and each other date referred to in clauses (i) through (v) shall be a “Representation Date”), the
Company shall furnish the Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form
attached hereto as Exhibit 7(m). The requirement to provide a certificate under this Section 7(m) shall
be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue
until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall
be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver
shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing,
if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver
and did not provide the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the
Placement Notice or the Sales Agent sells any Placement Shares, the Company shall provide the Sales Agent with a certificate, in
the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.


 


(n)              Legal
Opinion. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished
to the Sales Agent the written opinion and negative assurance of Michael Best & Friedrich LLP, counsel to the Company, in
form and substance reasonably satisfactory to the Sales Agent. Thereafter, within three (3) Trading Days after each
Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m)
for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the
Company shall cause to be furnished to the Sales Agent the written opinions and negative assurance of Company Counsel
substantially in the form previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the
Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if Company
Counsel has previously furnished to the Sales Agent such written opinion and negative assurance substantially in the form
previously agreed between the Company and the Sales Agent, such counsel may, in respect of any future Representation Date,
furnish the Sales Agent with a letter (a “Reliance Letter”) in lieu of such opinions and negative
assurance to the effect that the Sales Agent may rely on the prior opinions and negative assurance of such counsel delivered
pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except
that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended
or supplemented to the date of such Reliance Letter).


 






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(o)             
Comfort Letter. On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading
Days after each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant
to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), the Company shall cause its
independent accountants to furnish the Sales Agent letters (the “Comfort Letters”), dated the date that
the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agent, (i) confirming that they are an independent
registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and regulations of the
PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01
of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect
to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to the Sales
Agent in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)
and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter
had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended
and supplemented to the date of such letter.


 


(p)              
Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result
in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Common Stock or (ii) sell, bid for, or purchase the Placement Shares
to be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement Shares
other than the Sales Agent.


 


(q)             
Insurance. The Company and its subsidiaries shall maintain, or caused to be maintained, insurance in such amounts
and covering such risks as is reasonable and customary for the business in which it is engaged.


 


(r)              Compliance
with Laws. The Company and each of its subsidiaries shall maintain, or cause to be maintained, all material environmental
permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as
described in the Prospectus, and the Company and each of its subsidiaries shall conduct their businesses, or cause their
businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable
environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations
could not reasonably be expected to result in a Material Adverse Change.


 






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(s)             
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither
it nor its subsidiaries is or, after giving effect to the offering and sale of the Placement Shares and the application of proceeds
therefrom as described in the Prospectus, will be, an “investment company” within the meaning of such term under the
Investment Company Act.


 


(t)              
Securities Act and Exchange Act. The Company will use its best efforts to comply with all requirements imposed upon
it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales
of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.


 


(u)             
No Offer to Sell. Other than the Prospectus, neither the Sales Agent nor the Company (including its agents and representatives,
other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication
(as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to
sell or solicitation of an offer to buy Placement Shares hereunder.


 


(v)             
Sarbanes-Oxley Act. The Company and its subsidiaries will use their best efforts to comply with all effective applicable
provisions of the Sarbanes-Oxley Act.


 


(w)             
New Registration Statement. If immediately prior to the third anniversary of the initial effective date of the Registration
Statement, any of the Placement Shares remain unsold, the sale of the Placement Shares under this Agreement shall automatically
be suspended unless and until the Company files a new shelf registration statement relating to the Placement Shares and such new
registration statement is declared effective by the Commission. References herein to the Registration Statement shall include such
new shelf registration statement. If any such new shelf registration statement becomes effective prior to the termination date
of this Agreement, the Company agrees to notify the Sales Agent of such effective date.


 


8.               
Conditions to the Sales Agent’s Obligations. The obligations of the Sales Agent hereunder with respect to a
Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company
herein, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence
review satisfactory to the Sales Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by the Sales Agent
in its sole discretion) of the following additional conditions:


 


(a)              
Registration Statement Effective. The Registration Statement shall be effective and shall be available for the sale
of all Placement Shares contemplated to be issued by any Placement Notice.


 






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(b)             
Securities Act Filings Made. The Company shall have filed with the Commission the ATM Prospectus pursuant to Rule 424(b)
under the Securities Act within the applicable time period prescribed for such filing by Rule 424(b) (without reliance on
Rule 424(b)(8) of the Securities Act). All other filings with the Commission required by Rule 424 under the Securities
Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time
period prescribed for such filing by Rule 424.


 


(c)             
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the
Company or any of its subsidiaries of any request for additional information from the Commission or any other federal or state
governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any
post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement
or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material
statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated
therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related
Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially 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, that in the case of the Prospectus, it will not contain any materially 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, in the light of the
circumstances under which they were made, not misleading.


 


(d)              No
Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion
is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated
therein or is necessary to make the statements therein not misleading.


 


(e)             
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with
the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material
Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading
in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating
organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of
the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating
organization described above, in the reasonable judgment of the Sales Agent (without relieving the Company of any obligation or
liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the
Placement Shares on the terms and in the manner contemplated by this Agreement and the Prospectus.


 






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(f)               Company Counsel Legal Opinion. The Sales Agent shall have received the opinions and negative assurances of Company
Counsel required to be delivered pursuant Section 7(n) on or before the date on which such delivery of such opinions
and negative assurances is required pursuant to Section 7(n).


 


(g)              Sales
Agent Counsel Legal Opinion. The Sales Agent shall have received from Ellenoff Grossman & Schole LLP, counsel to the Sales
Agent, on or before the date on which the delivery of the Company Counsel legal opinion is required pursuant to Section 7(n),
such negative assurances with respect to such matters as the Sales Agent may reasonably require, and the Company shall have furnished
to such counsel such documents as they request for enabling them to pass upon such matters.


 


(h)             
Comfort Letter. The Sales Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(o)
on or before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(o).


 


(i)              
Representation Certificate. The Sales Agent shall have received the certificate required to be delivered pursuant
to Section 7(m) on or before the date on which delivery of such certificate is required pursuant to Section 7(m).


 


(j)               Secretary’s
Certificate. On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall have received a
certificate, signed on behalf of the Company by its corporate Secretary, certifying as to (i) the Certificate of Incorporation
of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board of Directors of the Company (or
a committee thereof) authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares
and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by
this Agreement.


 


(k)              
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall
not have been delisted from the Exchange.


 


(l)              
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m),
the Company shall have furnished to the Sales Agent such appropriate further opinions, certificates, letters and documents as the
Sales Agent may have reasonably requested. All such opinions, certificates, letters and other documents shall have been in compliance
with the provisions hereof. The Company will furnish the Sales Agent with such conformed copies of such opinions, certificates,
letters and other documents as the Sales Agent shall have reasonably requested.


 


(m)            
Approval for Listing. The Placement Shares shall have been approved for listing on the Exchange, subject only to
notice of issuance.


 


(n)              
No Termination Event. There shall not have occurred any event that would permit the Sales Agent to terminate this
Agreement pursuant to Section 11(a).


 


(o)              FINRA.
The Sales Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department
has determined to raise no objection with respect to the fairness or reasonableness of the terms and arrangements related to
the sale of the Placement Shares pursuant to this Agreement.


 






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9.               
Indemnification and Contribution.


 


(a)             
Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers,
members, partners, employees and agents of the Sales Agent each broker dealer affiliate of the Sales Agent, and each Sales Agent
Affiliate, if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to,
any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement
(in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any
indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred,
to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or
state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or the Prospectus or any amendment or supplement thereto or in any free writing prospectus
or in any application or other document executed by or on behalf of the Company or based on written information furnished by or
on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed
with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated
in it or necessary to make the statements in it not misleading or (z) any breach by any of the indemnifying parties of any
of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this
indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the
Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and
in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly
for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be
in addition to any liability that the Company might otherwise have.


 


(b)              The
Sales Agent Indemnification. The Sales Agent agrees to indemnify and hold harmless the Company and its directors and each
officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled
by or is under common control with the Company (each, a “Company Affiliate”) from and against any
and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in
accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any
indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when
incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal
or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or
damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or
(y) the omission or alleged omission to state in any such document a material fact required to be stated in it or
necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall
apply only to the extent that such loss, claim, liability, expense or damage is caused directly by an untrue statement or
omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to
the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b),
which the Company acknowledges consists solely of the material referred to in Schedule 5 hereto, as updated
from time to time.


 






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(c)              Procedure.
Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying
party or parties under this Section 9, notify each such indemnifying party of the commencement of such action,
enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the
indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and
(ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 9 unless,
and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying
party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its
commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering
written notice to the indemnified party promptly after receiving notice of the commencement of the action from the
indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with
counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified
party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal
or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the
indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the
indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or
other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict
or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on
behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such
action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It
is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm
admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees,
disbursements and other charges will be reimbursed by the indemnifying party promptly after the indemnifying party received a
written invoice relating to the fees, disbursements and other charges in reasonable detail. An indemnifying party will not,
in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party
shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any
judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9
(whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an
unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or
proceeding.


 






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(d)             Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the
foregoing paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to
be unavailable from the Company or the Sales Agent, the Company and the Sales Agent will contribute to the total losses,
claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after
deducting any contribution received by the Company from persons other than the Sales Agent, such as persons who control the
Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors
of the Company, who also may be liable for contribution) to which the Company and the Sales Agent may be subject in such
proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales
Agent on the other. The relative benefits received by the Company on the one hand and the Sales Agent on the other hand shall
be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting
expenses) received by the Company bear to the total compensation received by the Sales Agent from the sale of Placement
Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by
applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the
relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the
Sales Agent, on the other, with respect to the statements or omission that resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such
offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the
Company or the Sales Agent, the intent of the parties and their relative knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Sales Agent agree that it would not be just and equitable
if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof,
referred to above in this Section 9(d) shall be deemed to include, for the purpose of this Section 9(d),
any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding the foregoing provisions
of this Section 9(d), the Sales Agent shall not be required to contribute any amount in excess of the commissions
received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this
Agreement within the meaning of the Securities Act will have the same rights to contribution as that party (and any officers,
directors, members, partners, employees or agents of the Sales Agent and each broker dealer affiliate of the Sales Agent will
have the same rights to contribution as the Sales Agent), and each officer of the Company who signed the Registration
Statement and each director of the Company will have the same rights to contribution as the Company, subject in each case to
the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made under this Section 9(d), will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or
parties from whom contribution may be sought from any other obligation it or they may have under this Section 9(d)
except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses
of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c)
hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if
such consent is required pursuant to Section 9(c) hereof.


 






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10.             
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9
of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall
survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling
person of the Sales Agent, or the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery
and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 


11.             
Termination.


 


(a)             
The Sales Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if
(i) any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change
has occurred that, in the reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell
the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its
part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause
another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o),
the Sales Agent’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues
for more than thirty (30) days from the date such delivery was required, (iii) any other condition of the Sales Agent’s
obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities
generally on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than
those in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services
in the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange. Any such termination shall
be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses), Section 9
(Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 11(f),
Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall
remain in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement as provided
in this Section 11(a), the Sales Agent shall provide the required notice as specified in Section 12 (Notices).


 






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(b)              
 The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12,
to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be
without liability of any party to any other party except that the provisions of Section 7(g), Section 9,
Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full
force and effect notwithstanding such termination.


 


(c)              
The Sales Agent shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12,
to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be
without liability of any party to any other party except that the provisions of Section 7(g), Section 9,
Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full
force and effect notwithstanding such termination.


 


(d)              
Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the
issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set forth
herein; provided that the provisions of Section 7(g), Section 9, Section 10, Section 11(f),
Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.


 


(e)              
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b),
(c) or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such
termination by mutual agreement shall in all cases be deemed to provide that Section 7(g), Section 9, Section 10,
Section 11(f), Section 16 and Section 17 shall remain in full force and effect.


 


(f)               
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided,
however, that such termination shall not be effective until the close of business on the date of receipt of such notice
by the Sales Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale
of Placement Shares, such termination shall not become effective until the close of business on such Settlement Date and such Placement
Shares shall settle in accordance with the provisions of this Agreement.


 


12.             
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant
to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered
to:


 


Oppenheimer & Co. Inc.


85 Broad Street, 26th Floor


New York, New York 10004


Attention: Peter Vogelsang


E-mail: Peter.vogelsang@opco.com


 


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


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


Attention: Robert F. Charron


E-mail: capmkts@egsllp.com


 






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and if to the Company, shall be delivered
to:


 


Cellectar Biosciences, Inc.


100 Campus Drive


Florham Park, New Jersey 07932


Attention: James V. Caruso


Email: jcaruso@cellectar.com


 


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


 


Michael Best & Friedrich LLP


One South Pinckney Street, Suite 700


Madison, Wisconsin 53703


Attention: Gregory J. Lynch


Facsimile: (608) 283-2275

Email: gjlynch@michaelbest.com


 


Michael Best & Friedrich LLP


170 South Main Street, Suite 1000


Salt Lake City, Utah 84101


Attention: Joshua B. Erekson


Facsimile: (608) 283-2275

Email: jberekson@michaelbest.com


 


Each party may change
such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission
on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business
Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).
For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial
banks in the City of New York are open for business.


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 12 if sent
to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received
at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to
auto-reply). Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic
form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt
of the written request for Nonelectronic Notice.


 


13.              Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent and their
respective successors and permitted assigns and, as to Sections 5(b) and 9, the other indemnified parties
specified therein. References to any of the parties contained in this Agreement shall be deemed to include the successors and
permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any other person
any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this
Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the
other party; provided, however, that the Sales Agent may assign its rights and obligations hereunder to an
affiliate of the Sales Agent without obtaining the Company’s consent.


 






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14.             
Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this
Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the
Common Stock.


 


15.             
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and
Placement Notices issued pursuant hereto) and any other writing entered into by the parties relating to this Agreement constitutes
the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among
the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant
to a written instrument executed by the Company and the Sales Agent. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent
jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and
enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable
term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the
terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.


 


16.             
Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits
to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the
adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, 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 (certified or registered mail, return receipt requested) to such
party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.


 


17.             
Waiver of Jury Trial. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial
by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.








 






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18.             
 Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)              
the Sales Agent is acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement
and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective
affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Sales Agent,
on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether the Sales Agent has advised or is advising the Company on other matters, and the Sales Agent has no obligation to the
Company with respect to the transactions contemplated by this Agreement, except the obligations expressly set forth in this Agreement;


 


(b)              
the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the
transactions contemplated by this Agreement;


 


(c)              
the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed
appropriate;


 


(d)              
the Company has been advised and is aware that the Sales Agent and its affiliates are engaged in a broad range of transactions
which may involve interests that differ from those of the Company and that the Sales Agent has no obligation to disclose such interests
and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and


 


(e)              
the Company waives, to the fullest extent permitted by law, any claims it may have against the Sales Agent, for breach of
fiduciary duty or alleged breach of fiduciary duty and agrees that the Sales Agent shall have no liability (whether direct or indirect,
in contract, tort or otherwise) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty
claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company.


 


19.             
Use of Information. The Sales Agent may not provide any information gained in connection with this Agreement and
the transactions contemplated by this Agreement, including due diligence, to any third party other than its legal counsel advising
it on this Agreement unless expressly approved by the Company in writing.


 


20.             
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other
may be made by facsimile transmission or e-mail of a PDF attachment.


 


21.             
Effect of Headings; Knowledge of the Company. The section and Exhibit headings herein are for convenience only and
shall not affect the construction hereof. All references in this Agreement to the “knowledge of the Company” or the
“Company’s knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers of
the Company, after due inquiry.


 





22.             
 Definitions. As used in this Agreement, the following term has the meaning set forth below:


 


(a)              
“Applicable Time” means the date of this Agreement, each Representation Date, each date on which
a Placement Notice is given, each Point of Sale, and each Settlement Date.


 


[Remainder of Page Intentionally Blank]


 












    35


     


    

 


If the foregoing correctly
sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose,
whereupon this letter shall constitute a binding agreement between the Company and the Sales Agent.


  


	 	Very truly yours, 
	 	 
	 	CELLECTAR BIOSCIENCES, INC.
	 	 
	 	By:	/s/ Dov Elefant
	 	 	Name: Dov Elefant
	 	 	Title: Chief Financial Officer
	 	 
	 	ACCEPTED as of the date first-above written:
	 	 
	 	OPPENHEIMER & CO. INC.
	 	 
	 	By:	/s/ Michael Margolis R.Ph.
	 	 	Name: Michael Margolis R.Ph.
	 	 	Title: Managing Director, Co-Head Healthcare Investment Banking



 






     


     


    

 


SCHEDULE 1


 





FORM
OF PLACEMENT NOTICE


 


		From:	Cellectar Biosciences, Inc.



 


		To:	Oppenheimer & Co., Inc.

Attention:



 


		Subject:	At-The-Market Offering—Placement Notice



 


Gentlemen:


 


Pursuant to the terms and subject to the
conditions contained in the Equity Distribution Agreement between Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
and Oppenheimer & Co., Inc. (the “Sales Agent”) dated August 11, 2020 (the “Agreement”),
I hereby request on behalf of the Company that the Sales Agent sell up to [___] shares of the Company’s common stock, par
value $0.00001 per share, at a minimum market price of $[_______] per share, during the period beginning [MONTH/DAY/TIME] and ending
[MONTH/DAY/TIME].


 






     


     


    

 


SCHEDULE 2







 


Notice Parties


 


Cellectar Biosciences, Inc.


 


James V. Caruso

Dov Elefant


 


Oppenheimer & Co. Inc.


 


Peter Vogelsang


 






     


     


    

 


SCHEDULE 3




 





Compensation


 


The Sales Agent shall be paid compensation
equal to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement and shall be reimbursed
for certain expenses in accordance with Section 7(g) of this Agreement.


 


The foregoing rate of compensation shall
not apply when the Sales Agent acts as principal, in which case the Company may sell the Placement Shares to the Sales Agent as
principal at a price agreed upon at the relevant Point of Sale pursuant to the applicable Placement Notice.


 









     


     


    

 


SCHEDULE 4




 


Schedule of Subsidiaries


 


Cellectar, Inc.


 






     


     


    







 


SCHEDULE 5


 


Information Provided By Sales Agent


 


The parties acknowledge
and agree that, for purposes of Sections 6(b) and 9 of this Agreement, there is no information provided by the Sales Agent.


 


The information in
this Schedule shall be updated from time to time in connection with the filing of a new Prospectus or otherwise as necessary.


 









     


     


    

 


Exhibit 7(m)


 


OFFICER CERTIFICATE


 


The undersigned,
the duly qualified and appointed _____________________ of Cellectar Biosciences, Inc., a Delaware corporation (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Equity Distribution
Agreement, dated August 11, 2020 (the “Equity Distribution Agreement”), between the Company and Oppenheimer
& Co. Inc., that:


 


		(i)	the representations and warranties of the Company in Section 6 of the Equity Distribution
Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein
relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect
as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific
date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject
to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of
the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations
and warranties that speak solely as of a specific date and which were true and correct as of such date; and;



 


		(ii)	the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied pursuant to the Equity Distribution Agreement at or prior to the date hereof;



 


		(iii)	as of the date hereof, (i) the Registration Statement does not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements
therein not misleading, (ii) the Prospectus does not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement
the Registration Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (i)
and (ii) above, respectively, to be true and correct;



 


		(iv)	there has been no Material Adverse Change since the date as of which information is given in the
Prospectus, as amended or supplemented;



 


		(v)	the Company does not possess any material non-public information; and



 


		(vi)	the aggregate offering price of the Placement Shares that may be issued and sold pursuant to the
Equity Distribution Agreement and the maximum number or amount of Placement Shares that may be sold pursuant to the Equity Distribution
Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof.



 





Terms used herein and not defined herein
have the meanings ascribed to them in the Equity Distribution Agreement.


 


	 	
        By:
	 

	 	 	Name:
	 	 	Title:
	Date: