Exhibit 10.1


 


NeuroOne
Medical Technologies Corporation


Common
Stock and Warrant Purchase Agreement 


  


This Common Stock and
Warrant Purchase Agreement (this “Agreement”) is made as of January 12, 2021, by and among NeuroOne
Medical Technologies Corporation, a Delaware corporation, with its principal office at 7599 Anagram Drive, Eden Prairie,
Minnesota 55344 (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit
may be amended from time to time (each a “Purchaser” and, collectively, the “Purchasers”).


 


Recitals


 


A. The
Company has authorized the sale and issuance of up to 12,500,000 shares (the “Shares”) of the common stock of
the Company, $0.001 par value per share (the “Common Stock”), and warrants to purchase 12,500,000 shares of
Common Stock to certain investors in a private placement (the “Offering”).


 


B. Pursuant
to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated
thereunder, the Company desires to sell to the Purchasers listed on the attached Exhibit A, as such exhibit may be amended
from time to time, and such Purchasers, severally and not jointly, desire to purchase from the Company that aggregate number of
shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A, and warrants to purchase that aggregate
number of shares of Common Stock set forth opposite such Purchaser’s name on Exhibit A, on the terms and subject to
the conditions set forth in this Agreement.


 


Terms
and Conditions


 


Now, therefore, in
consideration of the foregoing recitals and the mutual covenants and agreements contained herein, the parties hereto, intending
to be legally bound, do hereby agree as follows:


 


1. Purchase of the
Securities.


 


1.1 Agreement
to Sell and Purchase.  At the Closing (as hereinafter defined), the Company will issue and sell to each of the Purchasers,
and each Purchaser will, severally and not jointly, purchase from the Company, the number of Shares and warrants to purchase Common
Stock of the Company (the “Warrants” and together with the Shares, the “Securities”) set
forth opposite such Purchaser’s name on Exhibit A for an aggregate purchase price set forth opposite such Purchaser’s
name on Exhibit A (the “Purchase Price”). The Warrants shall be in the form set forth hereto as Exhibit
B. The aggregate purchase price for each Share and corresponding Warrant to be purchased hereunder will be $1.00.


 


1.2 Placement
Agent Fee. The Purchasers acknowledge that the Company intends to pay to The Benchmark Company, LLC, in its capacity as the
placement agent for the Offering (the “Placement Agent”), a fee in respect of the sale of Securities to any
Purchaser. The Company shall indemnify and hold harmless the Purchasers from and against all fees, commissions, or other payments
owing by the Company to the Placement Agent or any other persons from or acting on behalf of the Company hereunder.


 


1.3 Closing;
Closing Date. The completion of the sale and purchase of the Securities (the “Closing”) shall be held at
9:00 a.m. (Central Time) as soon as practicable following the satisfaction of the conditions set forth in Section 4 (the “Closing
Date”), remotely by facsimile or other electronic transmission of documents or at such other time and place as the Company
and Purchasers may agree.


 


1.4 Delivery
of the Shares. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a stock
certificate or certificates or book-entry notations and Warrant or Warrants, in such denominations and registered in such names
as such Purchaser may designate by notice to the Company, representing the Securities, dated as of the Closing Date (each a “Certificate”),
against payment of the purchase price therefor by cash in the form of wire transfer, unless other means of payment shall have been
agreed upon by the Purchasers and the Company.


 



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2. Representations
and Warranties of the Company.  As used in this Section 2, “to the Company's knowledge” or “to the knowledge
of the Company” means the actual knowledge of the Company's Chief Executive Officer, VP of Market Development and Chief Technology
Officer. The Company hereby represents and warrants to each Purchaser:


 


2.1 Authorization.
All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization,
execution and delivery of this Agreement has been taken. The Company has the requisite corporate power to enter into this Agreement
and carry out and perform its obligations under the terms of this Agreement. At the Closing, the Company will have the requisite
corporate power to issue and sell the Securities and the Common Stock issuable upon exercise of the Warrants (the “Warrant
Shares”). This Agreement has been duly authorized, executed and delivered by the Company and, upon due execution and
delivery by the Purchasers, this Agreement will be a valid and binding agreement 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 enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally or by equitable principles.


 


2.2 No
Conflict with Other Instruments.  The execution, delivery and performance of this Agreement, the issuance and sale of the Securities
to be sold by the Company under this Agreement, the issuance of the Warrant Shares upon exercise of the Warrants and the consummation
of the actions contemplated by this Agreement (which for all purposes herein shall include exercise of the Warrants) will not (A)
result in any violation of, be in conflict with, or constitute a default under, with or without the passage of time or the giving
of notice: (i) any provision of the Company’s Articles of Incorporation or Bylaws as in effect on the date hereof or at the
Closing; (ii) any provision of any judgment, arbitration ruling, decree or order to which the Company is a party or by which they
are bound; (iii) any bond, debenture, note or other evidence of indebtedness, or any lease, contract, mortgage, indenture, deed
of trust, loan agreement, joint venture or other agreement, instrument or commitment to which the Company is a party or by which
they or their respective properties are bound; or (iv) any statute, rule, law or governmental regulation or order applicable to
the Company, except, in the case of (ii), (iii) and (iv) above, would not have a Material Adverse Effect (as hereinafter defined);
or (B) result in the creation or imposition of any lien, encumbrance, claim, security interest or restriction whatsoever upon any
of the properties or assets of the Company or any acceleration of indebtedness pursuant to any obligation, agreement or condition
contained in any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust or any other
agreement or instrument to which the Company is a party or by which they are bound or to which any of the property or assets of
the Company is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any
regulatory body, administrative agency, or other governmental body is required for the execution and delivery of this Agreement
by the Company and the valid issuance or sale of the Securities by the Company pursuant to this Agreement, other than such as have
been made or obtained and that remain in full force and effect, and except for the filing of a Form D or any filings required to
be made under state securities laws.


 


2.3 Articles
of Incorporation; Bylaws.  The Company has made available to the Purchasers true, correct and complete copies of the Articles
of Incorporation and Bylaws of the Company, as in effect on the date hereof.


 



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2.4 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The
Company has full power and authority to own, operate and occupy its properties and to conduct its business as presently conducted
and is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would
have a material adverse effect on its business, financial condition, properties, operations, prospects or assets or its ability
to perform its obligations under this Agreement (a “Material Adverse Effect”).


 


2.5 SEC
Filings; Financial Statements. As used herein, the “Company SEC Documents” means all reports, schedules,
forms, statements and other documents filed or furnished, as applicable, by the Company under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) thereof, including the exhibits
thereto and documents incorporated by reference therein. As of their respective filing dates, the Company SEC Documents since January
1, 2018 complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations
of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and none of these Company SEC
Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. The
consolidated financial statements contained in the Company SEC Documents since January 1, 2018: (i) complied in all material respects
with applicable accounting requirements and the published rules and regulations of the SEC applicable thereto; (ii) were prepared
in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered, except
as may be indicated in the notes to such financial statements and (in the case of unaudited statements) as permitted by Form 10-Q
of the SEC, and except that unaudited financial statements may not contain footnotes and are subject to year-end audit adjustments;
and (iii) fairly present the consolidated financial position of the Company and its subsidiaries as of the respective dates thereof
and the consolidated results of operations cash flows and the changes in shareholders’ equity of the Company and its subsidiaries
for the periods covered thereby.


 


2.6 Capitalization.
The authorized capital stock of the Company consists of (i) 100,000,000 shares of Common Stock, of which (A) 23,092,451 shares
were issued and outstanding as of the date of this Agreement, and (B) 11,995,845 shares were reserved for issuance upon the exercise,
vesting or conversion, as the case may be, of outstanding options, warrants, restricted stock units or other convertible securities
as of the date of this Agreement; and (ii) 10,000,000 shares of preferred stock, none of which, as of the date of this Agreement,
are outstanding or reserved for issuance upon the exercise or conversion, as the case may be, of outstanding options, warrants
or other convertible securities. All issued and outstanding shares of capital stock have been duly authorized and validly issued,
are fully paid and non-assessable, have been issued and sold in compliance with the registration requirements of federal and state
securities laws or the applicable statutes of limitation have expired, and were not issued in violation of any preemptive rights
or similar rights to subscribe for or purchase securities. Except as set forth herein or the Company SEC Documents, there are no
(i) outstanding rights (including, without limitation, preemptive rights), warrants or options to acquire, or instruments convertible
into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company, or any contract, commitment,
agreement, understanding or arrangement of any kind to which the Company is a party and relating to the issuance or sale of any
capital stock or convertible or exchangeable security of the Company, other than 1,765,502 options granted to directors, employees
and consultants of the Company pursuant to its 2016 Equity Incentive Plan and 2017 Equity Incentive Plan; or (ii) obligations of
the Company to purchase, redeem or otherwise acquire any of its outstanding capital stock or any interest therein or to pay any
dividend or make any other distribution in respect thereof. Except as disclosed in the Company SEC Documents, there are no anti-dilution
or price adjustment provisions, co-sale rights, registration rights, rights of first refusal or other similar rights contained
in the terms governing any outstanding security of the Company that will be triggered by the issuance of the Securities or the
Warrant Shares and no person has any right to cause the Company to effect the registration under the Securities Act of any securities
of the Company (other than the rights which have been granted in connection with the Warrants and the Warrant Shares and rights
under this Agreement).


 



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2.7Subsidiaries.  The Company
does not presently own or control, directly or indirectly, and has no stock or other interest as owner or principal in, any other
corporation or partnership, joint venture, association or other business venture or entity (each a “subsidiary”).


 


2.8 Valid
Issuance of Securities. The Securities and the Warrant Shares are duly authorized and, when issued, sold and delivered and
paid for in accordance with the terms hereof or the Warrants, as the case may be, will be duly and validly authorized and issued,
fully paid and non-assessable, free from all taxes, liens, claims, encumbrances and charges with respect to the issue thereof;
provided, however, that the Securities and the Warrant Shares may be subject to restrictions on transfer under state and/or federal
securities laws or as otherwise set forth herein. The issuance, sale and delivery of the Securities and the Warrant Shares in accordance
with the terms hereof or the Warrant, as the case may be, will not be subject to preemptive rights of shareholders of the Company.
The Warrant Shares have been duly reserved for issuance upon exercise of the Warrants.


 


2.9 Offering.
Assuming the accuracy of the representations of the Purchasers in Section 3.3 of this Agreement on the date hereof, on the
Closing Date and solely as this Section 2.9 relates to the issue and sale of the Warrant Shares on the date(s) of exercise of the
Warrants, the offer, issue and sale of the Securities and issuance of the Warrant Shares upon exercise of the Warrants (assuming
no change in applicable law prior to the date the Warrant Shares are issued), are and will be exempt from the registration and
prospectus delivery requirements of the Securities Act and have been or will be registered or qualified (or are or will be exempt
from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities
laws. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly
made any offers or sales of any security or solicited any offers to buy any security under circumstances that would require registration
under the Securities Act of the issuance of the Securities to the Purchasers or the issuance of the Warrant Shares upon exercise
of the Warrants. Other than the Company SEC Documents, the Company has not distributed and will not distribute prior to the Closing
Date any offering materials in connection with the offering and sale of the Securities or Warrant Shares. The Company has not taken
any action to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance
or sale of the Securities or the issuance of the Warrant Shares upon exercise of the Warrants, within the provisions of Section
5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities
Act.


 


2.10 Litigation.
Except as set forth in the Company SEC Documents, there is no action, suit, proceeding nor investigation pending or, to the
Company’s knowledge, currently threatened against the Company that (a) if adversely determined would reasonably be expected
to have a Material Adverse Effect or (b) would be required to be disclosed in the Company’s Annual Report on Form 10-K under
the requirements of Item 103 of Regulation S-K. The foregoing includes, without limitation, any action, suit, proceeding or investigation,
pending or threatened, that questions the validity of this Agreement or the right of the Company to enter into this Agreement and
perform its obligations hereunder. The Company is not subject to any injunction, judgment, decree or order of any court, regulatory
body, arbitral panel, administrative agency or other government body.


 


2.11 Governmental
Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing
with, any federal, state, local or provincial governmental authority on the part of the Company is required in connection with
the consummation of the transactions contemplated by this Agreement, except for notices required or permitted to be filed with
certain state and federal securities commissions, which notices will be filed on a timely basis.


 



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2.12 No
Brokers.  Except for any fees payable to the Placement Agent, no broker, finder or investment banker is entitled to any brokerage,
finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements
made by the Company.


 


2.13 Compliance.
The Company is not in violation of its Articles of Incorporation or Bylaws (or similar organizational documents). The Company
has not been advised, and has no reason to believe, that it is not conducting its business in compliance with all applicable laws,
rules and regulations of the jurisdictions in which it is conducting business, including, without limitation, all applicable local,
state and federal environmental laws and regulations, except where failure to be so in compliance would not have a Material Adverse
Effect. The Company has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state
or local government or governmental agency, department or body that are currently necessary for the operation of the business of
the Company as currently conducted, except where the failure to currently possess such franchises, licenses, certificates and other
authorizations would not reasonably be expected to have a Material Adverse Effect.


 


2.14 No
Material Changes. Except as disclosed in the Company SEC Documents, since September 30, 2020, there has been no material adverse
change in the assets, liabilities, business, properties, operations, financial condition or results of operations of the Company
and its subsidiaries, taken as a whole. Since September 30, 2020, the Company has not declared or paid any dividend or distribution
or its capital stock.


 


2.15 Contracts.
Except for matters which are not reasonably likely to have a Material Adverse Effect and those contracts that are substantially
or fully performed or expired by their terms, the contracts listed as exhibits to or described in the Company SEC Documents that
are material to the Company and all amendments thereto, are in full force and effect on the date hereof, and neither the Company
nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts.
The Company has no contracts or agreements that would constitute a material contract as such term is defined in Item 601(b) of
Regulation S-K, except for such contracts or agreements that are filed as exhibits to or described in the Company SEC Documents.


 


2.16 Intellectual
Property.


 


(a) The
Company has ownership or license or legal right to use, or can acquire on reasonable terms, all patent, copyright, trade secret,
know-how trademark, trade name customer lists, designs, manufacturing or other processes, computer software, systems, data compilation,
research results or other proprietary rights used in the business of the Company (collectively “Intellectual Property”),
except as such failure to own, license, use or acquire would not result in a Material Adverse Effect. All of such patents, registered
trademarks and registered copyrights have been duly registered in, filed in or issued by the United States Patent and Trademark
Office, the United States Register of Copyrights or the corresponding offices of other jurisdictions and have been maintained and
renewed in accordance with all applicable provisions of law and administrative regulations in the United States and all such jurisdictions.



 


(b) The
Company has taken all reasonable steps required in accordance with sound business practice and business judgment to establish and
preserve its ownership of all material Intellectual Property with respect to their products and technology.


 


(c) To
the knowledge of the Company, the present business, activities and products of the Company do not infringe any intellectual property
of any other person, except as described in the Company SEC Documents or where such infringement would not have a Material Adverse
Effect. Except as described in the Company SEC Documents, no proceeding charging the Company or any of its subsidiaries with infringement
of any adversely held Intellectual Property has been filed. To the knowledge of the Company, no other person is infringing any
rights of the Company to the Intellectual Property, except where such infringement would not have a Material Adverse Effect. 


 



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(d) Except
as described in the Company SEC Documents, no proceedings have been instituted or pending or, to the knowledge of the Company,
threatened, which challenge the rights of the Company to the use of the Intellectual Property. To the knowledge of the Company,
the Company has the right to use, free and clear of material claims or rights of other persons, all of its customer lists, designs,
computer software, systems, data compilations, and other information that are required for its products or its business as presently
conducted. To the knowledge of the Company, the Company is not making unauthorized use of any confidential information or trade
secrets of any person. The activities of any of the employees on behalf of the Company do not violate any agreements or arrangements
between such employees and third parties are related to confidential information or trade secrets of third parties or that restrict
any such employee’s engagement in business activity of any nature. 


 


(e) All
material licenses or other agreements under which (i) the Company employs rights in Intellectual Property, or (ii) the Company
has granted rights to others in Intellectual Property owned or licensed by the Company are in full force and effect, and there
is no default (and there exists no condition which, with the passage of time or otherwise, would constitute a default by the Company)
by the Company with respect thereto.


 


2.17 Exchange
Compliance. The Company’s common stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on the
OTCQB® Venture Market (the “Principal Market”), and the Company has taken no action designed to, or likely
to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock (including
the Shares and Warrant Shares) from the Principal Market. The Company is in compliance with all of the presently applicable requirements
for continued listing of the Common Stock on the Principal Market. The issuance of the Securities and the Warrant Shares does not
require shareholder approval including, without limitation, pursuant to the rules and regulations of the Principal Market.


 


2.18 Accountants.
BDO USA, LLP, who expressed their opinion with respect to the consolidated financial statements contained in the Company’s
Annual Report on Form 10-K for the year ended September 30, 2020, to be incorporated by reference into the Registration Statement
(as hereinafter defined) and the prospectus which forms a part thereof (the “Prospectus”), have advised the
Company that they are, and to the knowledge of the Company they are, independent accountants as required by the Securities Act
and the rules and regulations promulgated thereunder.


 


2.19 Taxes.
The Company has filed all necessary federal, state, local and foreign income and franchise tax returns and has paid or accrued
all taxes shown as due thereon, and the Company has no knowledge of a tax deficiency which has been or might be asserted or threatened
against it by any taxing jurisdiction.


 


2.20 Insurance.
The Company maintains and will continue to maintain insurance of the types and in the amounts that the Company reasonably believes
is adequate for its business, including, but not limited to, insurance covering all real and personal property owned or leased
by the Company against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly
situated companies, all of which insurance is in full force and effect.


 


2.21 Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income taxes) that are required to be paid in connection
with the sale and transfer of the Securities hereunder will be, or will have been, fully paid or provided for by the Company and
the Company will have complied with all laws imposing such taxes.


 


2.22 Investment
Company. The Company is not an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for an investment company, within the meaning of the Investment Company Act of 1940 and
will not be deemed an “investment company” as a result of the transactions contemplated by this Agreement.


 



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2.23 Related
Party Transactions. To the knowledge of the Company, no transaction has occurred between or among the Company or any of its
affiliates (including, without limitation, any of its subsidiaries), officers or directors or any affiliate or affiliates of any
such affiliate, officer or director that with the passage of time will be required to be disclosed pursuant to Section 13, 14 or
15(d) of the Exchange Act other than those transactions that have already been so disclosed.


 


2.24 Books
and Records. The books, records and accounts of the Company and its subsidiaries accurately and fairly reflect, in reasonable
detail, the transactions in, and dispositions of, the assets of, and the operations of, the Company and its subsidiaries.


 


2.25 Disclosure
Controls and Internal Controls. 


 


(a)The
Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange
Act), which (i) are designed to ensure that material information relating to the Company is made known to the Company’s principal
executive officer / principal financial officer by others within the Company particularly during the periods in which the periodic
reports required under the Exchange Act are being prepared; and (ii) provide for the periodic evaluation of the effectiveness of
such disclosure controls and procedures as of the end of the period covered by the Company’s most recent annual or quarterly
report filed with the SEC.


 


(b) The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-14 under the Exchange Act) that are effective
in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including,
without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. The Company is not aware of (i) any significant deficiency in the design or operation of internal
controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or any
material weaknesses in internal controls; or (ii) any fraud, whether or not material, that involves management or other employees
who have a significant role in the Company’s internal controls.


 


(c) Since
the date of the most recent evaluation of such disclosure controls and procedures, there have been no changes that have materially
affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, including
any corrective actions with regard to significant deficiencies and material weaknesses.


 


(d) Except
as described in the Company SEC Documents, there are no material off-balance sheet arrangements (as defined in Item 303 of Regulation
S-K), or any other relationships with unconsolidated entities (in which the Company or its control persons have an equity interest)
that may have a material current or future effect on the Company’s financial condition, revenues or expenses, changes in
financial condition, results of operations, liquidity, capital expenditures or capital resources.


 


2.26 No
General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged
in any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under the Securities
Act) in connection with the offer or sale of the Securities.


 


2.27 Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation or the laws of the jurisdiction
of its formation which is or could become applicable to any Purchaser as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and Warrant Shares and any Purchaser’s ownership
of the Securities and Warrant Shares. The Company has not adopted a shareholder rights plan or similar arrangement relating to
accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 



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2.28 Foreign
Corrupt Practices. Neither the Company nor any director, officer, agent, employee or other person acting on behalf of the Company
has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


2.29 Sarbanes-Oxley
Act. The Company is in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act
of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder
that are effective as of the date hereof.


 


2.30 Employee
Relations. The Company is not a party to any collective bargaining agreement or employs any member of a union. The Company
reasonably believes that its relations with its employees are good. No executive officer of the Company (as defined in Rule 501(f)
of the Securities Act) has notified the Company that such officer intends to leave the Company or otherwise terminate such officer’s
employment with the Company. To the knowledge of the Company, and except as described in the Company SEC Documents, no executive
officer of the Company is, or is expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each such executive officer does not subject the Company to any liability with respect
to any of the foregoing matters.


 


The Company is in compliance
with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits,
terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually
or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


2.31 Environmental
Laws. The Company (i) is in compliance with any and all Environmental Laws (as hereinafter defined), (ii) has received all
permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in
compliance with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii)
and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution
or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land
surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases
of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 



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2.32 No
Manipulation; Disclosure of Information. The Company has not taken and will not take any action designed to or that might reasonably
be expected to cause or result in an unlawful manipulation of the price of the Common Stock to facilitate the sale or resale of
the Securities. The Company confirms that, to its knowledge, with the exception of the proposed sale of Securities as contemplated
herein (as to which the Company makes no representation), neither it nor any other person acting on its behalf has provided any
of the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information.
The Company understands and confirms that the Purchasers shall be relying on the foregoing representations in effecting transactions
in securities of the Company. All disclosures provided to the Purchasers regarding the Company, its business and the transactions
contemplated hereby furnished by the Company are true and correct and do not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading.


 


2.33 Forward-Looking
Information. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) made by the Company or any of its officers or directors contained in the SEC Documents, or made available to the public generally
since January 1, 2018, has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


2.34 No
Additional Agreements. Other than with respect to closing mechanics, the Company has no other agreements or understandings
(including, without limitation, side letters) with any Purchaser or other person to purchase Securities on terms more favorable
to such person than as set forth herein.


 


2.35 No
“Bad Actor” Disqualification. The Company has exercised reasonable care, in accordance with SEC rules and guidance,
and has conducted a factual inquiry, the nature and scope of which reflect reasonable care under the relevant facts and circumstances,
to determine whether any Covered Person (as defined below) is subject to any of the “bad actor” disqualifications described
in Rule 506(d)(1)(i) to (viii) under the Securities Act (“Disqualification Events”). To the Company’s
knowledge, after conducting such sufficiently diligent factual inquiries, no Covered Person is subject to a Disqualification Event,
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act. The Company has complied, to
the extent applicable, with any disclosure obligations under Rule 506(e) under the Securities Act. “Covered Persons”
are those persons specified in Rule 506(d)(1) under the Securities Act, including the Company; any predecessor or affiliate of
the Company; any director, executive officer, other officer participating in the offering, general partner or managing member of
the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the
basis of voting power; any promoter (as defined in Rule 405 under the Securities Act) connected with the Company in any capacity
at the time of the sale of the Securities; and any person that has been or will be paid (directly or indirectly) remuneration for
solicitation of purchasers in connection with the sale of the Securities and Warrant Shares (a “Solicitor”),
any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in
the offering of any Solicitor or general partner or managing member of any Solicitor.


 


2.36 No
Fiduciary Relationship. The Company acknowledges that none of the Purchasers is acting as a financial advisor or fiduciary
of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby, and any advice
or other guidance provided by any Purchaser or any of its representatives and agents with respect to this Agreement and the transactions
contemplated hereby and thereby is merely incidental to such Purchaser’s entry into such transactions. The Company’s
decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives
and agents.


 


3. Representations
and Warranties of the Purchasers. Each Purchaser, severally and not jointly, hereby represents and warrants to the Company
as follows:


 


3.1 Legal
Power.  The Purchaser has the requisite authority to enter into this Agreement and to carry out and perform its obligations
under the terms of this Agreement. All actions on the Purchaser’s part required for the lawful execution and delivery of
this Agreement have been or will be effectively taken prior to the Closing.


 



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3.2 Due
Execution. This Agreement has been duly authorized, executed and delivered by the Purchaser, and, upon due execution and delivery
by the Company, this Agreement will be a valid and binding agreement of the Purchaser, except as rights to indemnity hereunder
may be limited by federal or state securities laws and except as enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally or by equitable principles.


 


3.3 Investment
Representations. In connection with the sale and issuance of the Securities and Warrant Shares, the Purchaser, for itself and
no other Purchaser, makes the following representations:


 


(a) Investment
for Own Account. The Purchaser is acquiring the Securities and the Warrant Shares for its own account, not as nominee or agent,
and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the
Securities Act; provided, however, that by making the representations herein, the Purchaser does not agree to hold any of the Securities
for any minimum or specific term and reserves the right to dispose of the securities at any time in accordance with or pursuant
to a registration statement or an exemption from the registration requirements of the Securities Act.


 


(b) Transfer
Restrictions; Legends. The Purchaser understands that (i) the Securities and Warrant Shares have not been registered
under the Securities Act; (ii) the Securities and Warrant Shares are being offered and sold pursuant to an exemption from
registration, based in part upon the Company’s reliance upon the statements and representations made by the Purchasers
in this Agreement, and that the Securities and Warrant Shares must be held by the Purchaser indefinitely, and that the
Purchaser must, therefore, bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is
registered under the Securities Act or is exempt from such registration; (iii) each Certificate or book-entry notation
representing the Securities and Warrant Shares will be endorsed with the following legend until the earlier of (1) in the
case of the Shares and Warrant Shares, such date as the Shares or Warrant Shares, as the case may be, have been registered
for resale by the Purchaser or (2) the date the Shares, the Warrants or the Warrant Shares, as the case may be, are eligible
for sale under Rule 144 under the Securities Act:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES
LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
UNLESS SOLD PURSUANT TO EITHER AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144 UNDER THE SECURITIES ACT, THE ISSUER OF THESE SECURITIES
MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


(iv) the Company will instruct any transfer
agent not to register the transfer of the Securities or Warrant Shares (or any portion thereof) until the applicable date set forth
in clause (iii) above unless (A) the conditions specified in the foregoing legends are satisfied, (B) if the opinion of counsel
referred to above is to the further effect that such legend is not required in order to establish compliance with any provisions
of the Securities Act or this Agreement, (C) if the Purchaser provides the Company with reasonable assurance, such as through a
representation letter, that the Securities or Warrant Shares may be sold pursuant to Rule 144 under the Securities Act, or (D)
other reasonably satisfactory assurances of such nature are given to the Company. If so required by the Company’s transfer
agent, the Company shall cause its counsel to issue and deliver a legal opinion to the transfer agent to effect the removal of
the restrictive legend contemplated by this Agreement.


 



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The Company acknowledges
and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in some or all of the Securities or
Warrant Shares pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the
terms of such agreement or account, the Purchaser may transfer pledged or secured Securities or Warrant Shares to the pledgees
or secured parties. Such a pledge or transfer shall not be subject to approval or consent of the Company and no legal opinion of
legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion
may be required in connection with a subsequent transfer following default by the Purchaser transferee of the pledge. No notice
shall be required of such pledge. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the
Securities or the Warrant Shares including the preparation and filing of any required prospectus supplement under Rule 424(b)(3)
of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Shareholders
thereunder.


 


Certificates or book-entry
notations evidencing the Shares and Warrant Shares shall not contain any legend (including the legend set forth in this Section):
(i) upon the effectiveness of a registration statement (including the Registration Statement) covering the Shares or Warrant Shares,
or (ii) following a sale of such Shares or Warrant Shares pursuant to Rule 144, or (iii) while such Shares or Warrant Shares are
eligible for sale under Rule 144, if such Shares or Warrant Shares have been held for one year or more pursuant to the requirements
of Rule 144 and any other requirements under Rule 144 have been satisfied at such time, or (iv) if such legend is not required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the SEC). Following such time as restrictive legends are not required to be placed on certificates or book-entry notations representing
Shares or Warrant Shares, the Company will, no later than three business days following the delivery by a Purchaser to the Company
or the Company’s transfer agent of a certificate representing Shares or Warrant Shares containing a restrictive legend and
such other documentation and representations as the Company, its legal counsel or Transfer Agent may reasonably request to confirm
compliance with the preceding sentence as applicable (provided, however, that neither the Company nor its legal counsel will require
a legal opinion in connection with any sale pursuant to Rule 144), deliver or cause to be delivered to such Purchaser a certificate
representing such Shares or Warrant Shares that is free from all restrictive and other legends. The Company shall cause its counsel
to issue a legal opinion to the Company’s transfer agent promptly after the effective date of a registration statement covering
the Shares or Warrant Shares if required by the Company’s transfer agent to effect the removal of the legend hereunder. The
Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions
on transfer set forth in this Section. Certificates for Shares or Warrant Shares subject to legend removal hereunder shall be transmitted
by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with the
Depository Trust Company system. At any time the Registration Statement is not effective, the Company will pay all fees and expenses
of its transfer agent and the Depository Trust Company in connection with the removal of legends pursuant to this Section 3.3(b).


 


Each Purchaser, severally
and not jointly with the other Purchasers, agrees that the removal of the restrictive legend from certificates representing Shares
and Warrant Shares as set forth in this Section 3.3(b) is predicated upon the Company’s reliance that the Purchaser
will sell any Shares or Warrant Shares pursuant to either the registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom.


 


(c) Financial
Sophistication; Due Diligence. The Purchaser has such knowledge and experience in financial or business matters that it
is capable of evaluating the merits and risks of the investment in connection with the transactions contemplated in this
Agreement. Such Purchaser has, in connection with its decision to purchase the Securities, relied only upon the
representations and warranties contained herein and the information contained in the Company SEC Documents. Further, the
Purchaser has had such opportunity to obtain additional information and to ask questions of, and receive answers from, the
Company, concerning the terms and conditions of the investment and the business and affairs of the Company, as the Purchaser
considers necessary in order to form an investment decision, provided that any such investigation shall not impair
Purchaser's ability to rely on the Company's representations.


 



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(d) Accredited
Investor Status. The Purchaser is an “accredited investor” as such term is defined in Rule 501(a) of the
rules and regulations promulgated under the Securities Act.


 


(e) Bad
Actor. The Purchaser hereby represents that neither the Purchaser nor any of its Rule 506(d) Related Parties (as defined below)
is a “bad actor” within the meaning of Rule 506(d) promulgated under the Securities Act. For purposes of this Agreement,
“Rule 506(d) Related Party” shall mean a person or entity covered by the “Bad Actor disqualification” provision
of Rule 506(d) of the Securities Act.


 


(f) Residency.
The Purchaser is organized under the laws of the jurisdiction set forth beneath such Purchaser’s name on the signature
page attached hereto, and its principal place of operations is in the state set forth beneath such Purchaser’s name on the
signature page attached hereto.


 


(g) General
Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over the television or radio or presented
at any seminar or any other general solicitation or general advertisement. Prior to the time that the Purchaser was first contacted
by the Company or the Placement Agent such Purchaser had a pre-existing and substantial relationship with the Company or the Placement
Agent.


 


3.4 No
Investment, Tax or Legal Advice. Each Purchaser understands that nothing in the Company SEC Documents, this Agreement, or any
other materials presented to the Purchaser in connection with the purchase and sale of the Securities constitutes legal, tax or
investment advice. Each Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed
necessary or appropriate in connection with its purchase of Securities and the Warrant Shares.


 


3.5 Additional
Acknowledgement. Each Purchaser acknowledges that it has independently evaluated the merits of the transactions contemplated
by this Agreement, that it has independently determined to enter into the transactions contemplated hereby, that it is not relying
on any advice from or evaluation by any other person. Each Purchaser acknowledges that the Placement Agent has acted solely as
placement agent for the Company in connection with the Offering of the Securities by the Company, that the information and data
provided to the Purchaser in connection with the transaction contemplated hereby has not been subjected to independent verification
by the Placement Agent, and that the Placement Agent has made no representation or warranty whatsoever with respect to the accuracy
or completeness of such information, data or other related disclosure material. Each Purchaser acknowledges that it has not taken
any actions that would deem the Purchasers to be members of a “group” for purposes of Section 13(d) of the Exchange
Act.


 


3.6 No
Short Position. Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly,
nor has any person or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or
sales, including short sales as defined in Rule 200 of Regulation SHO under the Exchange Act (“Short Sales”),
of the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written
or oral) from the Company or any other person representing the Company setting forth the material terms of the transactions contemplated
hereunder until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser
that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing
other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion
of assets managed by the portfolio manager that made the investment decision to purchase the securities covered by this Agreement.
Other than to other persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made
to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar
transactions in the future.


 



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4. Conditions to
Closing. 


 


4.1 Conditions
to Obligations of Purchasers at Closing.  Each Purchaser’s obligation to purchase the Securities at the Closing is subject
to the fulfillment to that Purchaser’s reasonable satisfaction, on or prior to the Closing, of all of the following conditions,
any of which may be waived by the Purchaser:


 


(a) Representations
and Warranties True; Performance of Obligations. The representations and warranties made by the Company in Section 2 shall
be true and correct in all respects on the Closing Date with the same force and effect as if they had been made on and as of said
date and the Company shall have performed and complied with all obligations and conditions herein required to be performed or complied
with by it on or prior to the Closing and a certificate duly executed by an officer of the Company, to the effect of the foregoing,
shall be delivered to the Purchasers.


 


(b) Proceedings
and Documents.  All corporate and other proceedings in connection with the transactions contemplated at the Closing and all
documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to counsel to the
Purchaser, and counsel to the Purchaser shall have received all such counterpart originals or certified or other copies of such
documents as they may reasonably request. The Company shall have delivered (or caused to have been delivered) to each Purchaser,
the certificates required by this Agreement. The Warrant Shares shall have been duly authorized and reserved for issuance upon
exercise of the Warrants.


 


(c) Qualifications,
Legal Investment.  All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the lawful sale and issuance of the Securities and Warrant Shares
shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale
of the Securities or Warrant Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge
of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction
over this transaction. At the time of the Closing, the sale and issuance of the Securities and Warrant Shares shall be legally
permitted by all laws and regulations to which Purchasers and the Company are subject. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(d) Execution
of Agreements. The Company shall have executed this Agreement and have delivered this Agreement to the Purchasers.


 


(e) Secretary’s
Certificate. The Company shall have delivered to the Purchasers a certificate of the Secretary of the Company certifying as
to (i) the truth and accuracy of the resolutions of the board of directors and the pricing committee of the board of directors
relating to the transaction contemplated hereby (copies of which shall be included with such certificate) and (ii) the current
versions of the Company’s Articles of Incorporation and Bylaws.


 


(f) Trading
and Listing. Trading and listing of the Company’s common stock on the Principal Market shall not have been suspended
by the SEC or the Principal Market.


 



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(g) Market
Listing. The Company will comply with all of the requirements of the Financial Industry Regulatory Authority, Inc. and the
Principal Market with respect to the issuance of the Securities and the Warrant Shares and will list the Shares and the Warrant
Shares on the Principal Market no later than the earlier of (a) the effective date of the Registration Statement (as hereinafter
defined) or (b) the Required Effective Date (as hereinafter defined).


 


(h) Blue
Sky. The Company shall have obtained all necessary “blue sky” law permits and qualifications, or have the availability
of exemptions therefrom, required by any state for the offer and sale of the Securities and issuance of the Warrant Shares upon
exercise of the Warrant.


 


(i) Material
Adverse Change. Since the date of this Agreement, there shall not have occurred any event which results in a Material Adverse
Effect.


 


(j) Opinion.
The Company shall have delivered to Purchasers the opinion of Honigman LLP, counsel to the Company, dated as of the Closing
Date in a form agreed to by the Placement Agent.


 


(k) Lock-Up
Agreements. The Placement Agent shall have received all of the Lock-Up Agreements.


 


4.2 Conditions
to Obligations of the Company. The Company’s obligation to issue and sell the Securities at the Closing is subject to
the fulfillment to the Company’s reasonable satisfaction, on or prior to the Closing of the following conditions, any of
which may be waived by the Company:


 


(a) Representations
and Warranties True.  The representations and warranties made by the Purchasers in Section 3 shall be true and correct in all
respects on the Closing Date with the same force and effect as if they had been made on and as of said date.


 


(b) Performance
of Obligations. The Purchasers shall have performed and complied with all agreements and conditions herein required to be performed
or complied with by them on or before the Closing. The Purchasers shall have delivered the Purchase Price, by wire transfer, to
the account designated by the Company for such purpose.


 


(c) Qualifications,
Legal Investment. All authorizations, approvals, or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the lawful sale and issuance of the Securities and Warrant Shares
shall have been duly obtained and shall be effective on and as of the Closing. No stop order or other order enjoining the sale
of the Securities or Warrant Shares shall have been issued and no proceedings for such purpose shall be pending or, to the knowledge
of the Company, threatened by the SEC, or any commissioner of corporations or similar officer of any state having jurisdiction
over this transaction. At the time of the Closing, the sale and issuance of the Securities and the Warrant Shares shall be legally
permitted by all laws and regulations to which the Purchasers and the Company are subject. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction will have been enacted, entered, promulgated or endorsed by or in any court or governmental
authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which
prohibits the consummation of any of the transactions contemplated by this Agreement.


 


(d) Execution
of Agreements. The Purchasers shall have executed this Agreement and delivered this Agreement to the Company.


 


4.3 Termination
of Obligations to Effect Closing; Effects.


 


(a) Termination.
The obligations of the Company, on the one hand, and the Purchasers, on the other hand, to effect the Closing shall terminate as
follows:


 


(i) Upon
the mutual written consent of the Company and the Purchasers;


 



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(ii) By
the Company if any of the conditions set forth in Section 4.2 shall have become incapable of fulfillment, and shall not have been
waived by the Company;


 


(iii) By
a Purchaser (with respect to itself only) if any of the conditions set forth in Section 4.1 shall have become incapable of fulfillment,
and shall not have been waived by such Purchaser; or


 


(iv)
By either the Company or any Purchaser (with respect to itself only) if the Closing has not occurred on or prior to January
15, 2021;


 


provided, however, that, except in the
case of clause (i) above, the party seeking to terminate its obligation to effect the Closing shall not then be in breach of any
of its representations, warranties, covenants or agreements contained in this Agreement if such breach has resulted in the circumstances
giving rise to such party’s seeking to terminate its obligation to effect the Closing.


 


(b) Effect
of Termination. In the event of termination by the Company or any Purchaser of its obligations to effect the Closing pursuant
to this Section 4.3, written notice thereof shall be given promptly to the other Purchasers by the Company and the other Purchasers
shall have the right to terminate their obligations to effect the Closing upon written notice to the Company and the other Purchasers.
Nothing in this Section 4.3 shall be deemed to release any party from any liability for any breach by such party of the terms and
provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its obligations
under this Agreement.


 


5. Additional Covenants.


 


5.1 Reporting
Status. With a view to making available to the Purchasers the benefits of certain rules and regulations of the SEC which may
permit the sale of the Shares and Warrant Shares to the public without registration, the Company agrees to use its reasonable efforts
to file with the SEC, in a timely manner all reports and other documents required of the Company under the Exchange Act. The Company
will otherwise take such further action as a Purchaser may reasonably request, all to the extent required from time to time to
enable such Purchaser to sell the Shares and Warrant Shares without registration under the Securities Act or any successor rule
or regulation adopted by the SEC.


 


5.2 Listing.
So long as a Purchaser owns any of the Securities or Warrant Shares, the Company will use its reasonable efforts to maintain
the qualification or listing of its Common Stock, including the Shares and Warrant Shares, on the Principal Market or an alternative
listing on the Nasdaq Stock Market, New York Stock Exchange or NYSE American and will comply in all material respects with the
Company’s reporting, filing and other obligations under the rules of such exchanges, as applicable.


 


5.3 Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares
of Common Stock), combination or other similar recapitalization or event occurring after the date hereof, each reference in this
Agreement or the Warrants to a number of shares or price per share shall be amended appropriately to account for such event.


 


5.4 Non-Public
Information. The Company covenants and agrees that neither it nor any other person acting on its behalf will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities
of the Company. Furthermore, if the Company has disclosed any material non-public information to the Purchaser, the Purchaser has
no duty to keep such information confidential following the public announcement of the Offering.


 



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5.5 Restriction
on Variable Rate Transactions. From the date hereof until the one year anniversary of the Closing Date, the Company shall be
prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or any outstanding
convertible instruments, options or warrants or similar securities (or a combination of units thereof) involving a Variable Rate
Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt
or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares
of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon and/or varies
with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or
equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after
the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly
related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not
limited to, an agreement for an equity line of credit or “at-the-market” offering, whereby the Company may issue securities
at a future determined price (other than standard and customary “preemptive” or “participation” rights
and excluding any agreement by the Company to issue shares of its Common Stock as consideration in an acquisition, merger or similar
business combination transaction). For the avoidance of doubt, the issuance of a security which is subject to customary anti-dilution
protections, including where the conversion, exercise or exchange price is subject to adjustment as a result of stock splits, reverse
stock splits and other similar recapitalization or reclassification events, shall not be deemed to be a “Variable Rate Transaction.”
Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall
be in addition to any right to collect damages.


 


5.6 Equal
Treatment of Purchasers. No consideration (including any modification of this Agreement and any other documents or agreements
executed in connection with the transaction contemplated hereunder) shall be offered or paid to any person to amend or consent
to a waiver or modification of any provision of any of this Agreement unless the same consideration is also offered to all of the
parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by
the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and
shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or
voting of securities of the Company or otherwise.


 


5.7 Restriction
on Future Issuances. The Company will not, from the date of this Agreement through the date that is 90 days after the effective
date of the Registration Statement (the “Lock-Up Period”), (a) offer, pledge, announce the intention to sell,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (b) enter into any swap or other agreement that transfers,
in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described
in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, except
for (x) grants of options, shares of Common Stock and other awards to purchase or receive shares of Common Stock under the Company’s
equity incentive plans that are in effect as of or prior to the date hereof, (y) issuances of shares of Common Stock upon the exercise
or conversion of securities outstanding as of the date of this Agreement in accordance with the terms of such securities in effect
on the date hereof or upon the exercise of options or other awards granted under the Company’s equity incentive plans, or
(z) issuances of any securities by the Company in connection with a stock split, stock dividend or any similar recapitalization
of any of the Company’s securities. The Company agrees not to accelerate the vesting of any option or warrant or the lapse
of any repurchase right prior to the expiration of the Lock-Up Period. The Company has caused to be delivered to the Placement
Agent prior to the date of this Agreement a letter, in the form of Exhibit D hereto (the “Lock-Up Agreement”),
from each of the Company’s directors and officers and holders of 5% or more of the outstanding shares of Company Common Stock.
The Company will enforce the terms of each Lock-Up Agreement and issue stop-transfer instructions to the transfer agent for the
Common Stock with respect to any transaction or contemplated transaction that would constitute a breach of or default under the
applicable Lock-Up Agreement. In addition, from the Closing Date of the Offering until 90 days following the effectiveness of the
Registration Statement (as defined below), the Company will not issue or agree to issue any (i) Common Stock at an effective per
share price less than the Exercise Price or (ii) any securities of the Company or any subsidiary that would entitle the holder
thereof to acquire at any time shares of Common Stock, including without limitation, any debt, preferred stock, rights, options,
warrants or other instrument that is at any time directly or indirectly convertible into or exchangeable for, or otherwise entitles
the holder thereof to receive, Common Stock, entitling any person or entity to acquire shares of Common Stock at an effective price
per share less than the Exercise Price.


 






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6. Registration
Rights. 


 


6.1 Registration
Procedures and Expenses; Liquidated Damages for Certain Events.


 


(a) The
Company shall prepare and file with the SEC, as promptly as reasonably practicable following Closing, but in no event later than
30 days following the date hereof (the “Initial Filing Date”), a registration statement on Form S-1 covering
the resale of the Registrable Securities (the “S-1 Registration Statement”) and as soon as reasonably practicable
thereafter but in no event later than 60 days following the date hereof (or 90 days in the event of a full review of the S-1 Registration
Statement by the SEC), to effect such registration and any related qualification or compliance with respect to all Registrable
Securities held by the Purchasers. For purposes of this Agreement, the term “Registrable Securities” shall mean
(i) the Warrants; (ii) the Shares and Warrant Shares; and (iii) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, any Shares or Warrant Shares. Promptly following the date upon which the Company becomes
eligible to use a registration statement on Form S-3 to register the Registrable Securities for resale (the “Qualification
Date”), but in no event more than thirty (30) days after the Qualification Date, the Company shall file a registration
statement on Form S-3 covering the Registrable Securities (or a post-effective amendment on Form S-3 to the registration statement
on Form S-1) (the “S-3 Registration Statement” and together with the S-1 Registration Statement, the “Registration
Statement”) and shall use commercially reasonable efforts to cause such S-3 Registration Statement to be declared effective
as promptly as practicable thereafter.


 


(b) The
Company shall, during the Effectiveness Period (as hereinafter defined), use its best efforts to:


 


(i) prepare
and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith
as may be necessary or advisable to keep the Registration Statement current and effective for the Registrable Securities held by
a Purchaser for a period ending on the earlier of (y) with respect to a particular Purchaser only, the date the Registrable Securities
held by such Purchaser become eligible for resale by such Purchaser without volume or manner-of-sale restrictions and without current
public information pursuant to Rule 144 under the Securities Act or any successor rule (“Rule 144”) as set forth
in a written opinion letter to such effect, addressed, delivered and acceptable to the transfer agent of the Common Stock (the
“Transfer Agent”) and the affected Purchaser (assuming that such Registrable Securities and any securities issuable
upon exercise, conversion or exchange of which, or as a dividend upon which, such Registrable Securities were issued or are issuable,
were at no time held by any Affiliate of the Company, and all Warrants are exercised by “cashless exercise” as provided
in the Warrants), as reasonably determined by the Company, upon the advice of counsel to the Company, and the Transfer Agent has
issued certificates for such Registrable Securities to such Purchaser, or as such Purchaser may direct, without any restrictive
legend or (z) such time as all Registrable Securities have been sold pursuant to a registration statement or Rule 144 (collectively,
the “Effectiveness Period”). The Company shall notify each Purchaser promptly upon the Registration Statement
and each post-effective amendment thereto, being declared effective by the SEC and advise each Purchaser that the form of Prospectus
contained in the Registration Statement or post-effective amendment thereto, as the case may be, at the time of effectiveness meets
the requirements of Section 10(a) of the Securities Act or that it intends to file a Prospectus pursuant to Rule 424(b) under the
Securities Act that meets the requirements of Section 10(a) of the Securities Act;


 



    Page 17


     


    

 


(ii) furnish
to the Purchaser with respect to the Registrable Securities registered under the Registration Statement such number of copies of
the Registration Statement and the Prospectus filed with the SEC in conformance with the requirements of the Securities Act and
such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all
or any of the Registrable Securities by the Purchaser;


 


(iii) make
any necessary blue sky filings;


 


(iv) pay
the expenses incurred by the Company and the Purchasers in complying with Section 6, including, all registration and filing fees,
FINRA fees, exchange listing fees, printing expenses, fees and disbursements of counsel for the Company, blue sky fees and expenses
and the expense of any special audits incident to or required by any such registration (but excluding attorneys’ fees of
any Purchaser and any and all underwriting discounts and selling commissions applicable to the sale of Registrable Securities by
the Purchasers);


 


(v) advise
the Purchasers, promptly after it shall receive notice or obtain knowledge of the issuance of any stop order by the SEC delaying
or suspending the effectiveness of the Registration Statement or of the initiation of any proceeding for that purpose; and it will
promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest
possible moment if such stop order should be issued; and


 


(vi) with
a view to making available to the Purchaser the benefits of Rule 144 and any other rule or regulation of the SEC that may at any
time permit the Purchaser to sell Registrable Securities to the public without registration, the Company covenants and agrees to:
(i) make and keep public information available, as such term is understood and defined in Rule 144, until the earlier of (A) such
date as all of the Registrable Securities qualify to be resold immediately pursuant to Rule 144 or any other rule of similar effect
during any three-month period without the requirement for the Company to be in compliance with the current public information required
under Rule 144(c)(1) or (B) such date as all of the Registrable Securities shall have been resold pursuant to Rule 144 (and may
be further resold without restriction); (ii) file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and under the Exchange Act; and (iii) furnish to the Purchaser upon request, as long as the Purchaser
owns any Registrable Securities, (A) a written statement by the Company as to whether it has complied with the reporting requirements
of the Securities Act and the Exchange Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail the Purchaser of any rule
or regulation of the SEC that permits the selling of any such Registrable Securities without registration.


 


The Company understands
that each Purchaser disclaims being an underwriter, but acknowledges that a determination by the SEC that a Purchaser is deemed
an underwriter shall not relieve the Company of any obligations it has hereunder.


 



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(c) If
(i) the S-1 Registration Statement is not filed on or prior to the Initial Filing Date, or (ii) the Company fails to file with
the SEC a request for acceleration of the S-1 Registration Statement in accordance with Rule 461 under the Securities Act, within
five Trading Days after the date the Company is first notified (orally or in writing) by the SEC that the S-1 Registration Statement
will not be “reviewed” or will not be subject to further review or comment, or (iii) prior to the effective date of
the S-1 Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments
made by the SEC in respect of such S-1 Registration Statement within 21 days after the receipt of comments by or notice from the
SEC that such amendment or resolution of such comments is required in order for such S-1 Registration Statement to be declared
effective, or (iv) the S-1 Registration Statement is not declared effective by the SEC on or before the date that is 60 days after
the date hereof, or 90 days after the date hereof in the event of a full review of the Registration Statement by the SEC (the “Required
Effective Date”), or (v) there occurs a Suspension (or part thereof) (as defined below) that does not constitute a Qualifying
Suspension (as defined below) or (vi) at any time during the period commencing from the six month anniversary of the date hereof
and ending on the one year anniversary of the date hereof the Company shall fail to satisfy the current public information requirement
under Rule 144(c) (any of the foregoing being referred to as an “Event,” and for purposes of clauses (i), (iv)
and (vi), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five Trading Day period is
exceeded, and for purpose of clause (iii) the date which such 21 day period is exceeded, and for purpose of clause (v) the date
on which the applicable 30 or 45 day period is exceeded being the “Event Date”), then except during any period
of time during which the Registrable Securities may be resold pursuant to Rule 144 without volume limitations, in addition to any
other rights the Purchasers may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary
of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the
Company shall pay to each Purchaser an amount in cash equal to the product of 1.0% multiplied by the Purchase Price paid by such
Purchaser with respect to the Registrable Securities affected by such Event and held by such Purchaser on such Event Date or monthly
anniversary thereof, up to a maximum of 12.0% of the Purchase Price for such Registrable Securities, provided that such maximum
shall not apply if the applicable Event is the Event described in clause (vi). If the Company fails to pay any liquidated damages
pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 12%
per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from
the date such liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The liquidated damages
pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.


 


		6.2	Transfer of Shares After Registration; Suspension. 



 


(a) Except
in the event that Section 6.2(b) applies, the Company shall during the Effectiveness Period: (i) if deemed necessary or advisable
by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement
to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required
document so that such Registration Statement 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 statements therein not misleading, and so that, as thereafter delivered
to purchasers of the Registrable Securities being sold thereunder, such Prospectus 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 statements therein, in light of the
circumstances under which they were made, not misleading; (ii) provide the Purchasers copies of any documents filed pursuant to
Section 6.2(a)(i); and (iii) upon request, inform each Purchaser who so requests that the Company has complied with its obligations
in Section 6.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not
yet been declared effective, the Company will notify the Purchaser to that effect, will use its reasonable best efforts to secure
the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Purchaser pursuant to Section
6.2(b)(i) when the amendment has become effective).


 



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(b) Subject
to Section 6.1(c), in the event: (i) of any request by the SEC or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or related Prospectus
or for additional information; (ii) of the issuance by the SEC 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) of
the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification
of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose; or (iv)
of any event or circumstance which necessitates the making of any changes in the Registration Statement or Prospectus, or any document
incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it 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, and that in the case of the Prospectus, it 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, in
the light of the circumstances under which they were made, not misleading; then the Company shall promptly deliver a certificate
in writing to the Purchasers (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such
Suspension Notice, the Purchasers will refrain from selling any Registrable Securities pursuant to the Registration Statement (a
“Suspension”) until the Purchasers are advised in writing by the Company that the current Prospectus may be
used, and have received copies from the Company of any additional or supplemental filings that are incorporated or deemed incorporated
by reference in any such Prospectus. In the event of any Suspension, the Company will use its reasonable best efforts to cause
the use of the Prospectus so suspended to be resumed as soon as reasonably practicable after delivery of a Suspension Notice to
the Purchasers. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available
to the Company and the Purchaser, the Company and the Purchasers shall be entitled to specific performance in the event that the
other party fails to comply with the provisions of this Section 6.2(b). 


 


(c) Notwithstanding
the foregoing paragraphs of this Section 6.2, the Company shall use its reasonable best efforts to ensure that (i) a Suspension
shall not exceed 30 days individually, (ii) Suspensions covering no more than 45 days, in the aggregate, shall occur during any
twelve month period and (iii) each Suspension shall be separated by a period of at least 30 days from a prior Suspension (each
Suspension that satisfies the foregoing criteria being referred to herein as a “Qualifying Suspension”). 


 


(d) During
the Effectiveness Period, the Company shall cause certificates evidencing the Registrable Securities not to contain any legend
(including the legend set forth in Section 3.3(b)): (i) upon the effectiveness of a registration statement (including the Registration
Statement) covering such Registrable Securities, or (ii) following a sale of such Registrable Securities pursuant to Rule 144,
or (iii) while such Registrable Securities are eligible for sale under Rule 144, or (iv) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). Following
such time as restrictive legends are not required to be placed on certificates representing Shares or Warrant Shares, the Company
will, no later than three Trading Days following the delivery by a Purchaser to the Company or the Company’s transfer agent
of a certificate representing Registrable Securities containing a restrictive legend, deliver or cause to be delivered to such
Purchaser a certificate representing such Registrable Securities that is free from all restrictive and other legends. The Company
shall, immediately following the Registration Statement being declared effective, cause its counsel to issue a legal opinion to
the Company’s transfer agent to effect the removal of the restrictive legend contemplated by this Agreement. The Company
may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions
on transfer set forth in this Agreement. Certificates for Registrable Securities subject to legend removal hereunder shall be transmitted
by the transfer agent of the Company to the Purchasers by crediting the account of the Purchaser’s prime broker with the
Depository Trust Company system.


 



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(e) If
the Company shall fail for any reason or for no reason to issue to the Purchaser within two (2) Trading Days of the Legend Removal
Request Date a certificate for the number of shares of Common Stock to which the Purchaser is entitled and register such shares
of Common Stock on the Company’s share register or to credit the Purchaser’s balance account with DTC for such number
of shares of Common Stock to which the Purchaser is entitled, and if on or after such Trading Day the Purchaser purchases, or another
Person purchases on the Purchaser’s behalf or for the Purchaser’s account (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Purchaser of shares of Common Stock (a “Buy-In”),
then the Company shall, within three (3) Trading Days after the Purchaser’s written request pay in cash to the Purchaser
(for costs incurred either directly by such Purchaser or on behalf of a third party) the amount by which the total purchase price
paid for Common Stock as a result of the Buy-In (including brokerage commissions, if any) exceeds the proceeds received by such
Purchaser as a result of the sale to which such Buy-In relates. The Purchaser shall provide the Company written notice indicating
the amounts payable to the Purchaser in respect of the Buy-In.


  


6.3
Indemnification. For the purpose of this Section 6.3:


 


(a) the
term “Selling Shareholder” shall mean a Purchaser, its general partners, managing members, managers, executive
officers and directors and each person, if any, who controls that Purchaser within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act; 


 


(b) the
term “Registration Statement” shall include any final Prospectus, exhibit, supplement or amendment included
in or relating to, and any document incorporated by reference in, the Registration Statement (or deemed to be a part thereof) referred
to in Section 6.1; and 


 


(c) the
term “untrue statement” shall mean any untrue statement or alleged untrue statement of a material fact, or any
omission or alleged omission to state in the Registration Statement a 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) The
Company agrees to indemnify and hold harmless each Selling Shareholder from and against any losses, claims, damages or liabilities
to which such Selling Shareholder may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages
or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material
fact contained in the Registration Statement, (ii) any inaccuracy in the representations and warranties of the Company contained
in this Agreement or the failure of the Company to perform its obligations hereunder or (iii) any failure by the Company to fulfill
any undertaking included in the Registration Statement, and the Company will reimburse such Selling Shareholder for any reasonable
legal expense or other actual accountable out-of-pocket expenses reasonably incurred in investigating, defending or preparing to
defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement
in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Shareholder
specifically for use in preparation of the Registration Statement or the failure of such Selling Shareholder to comply with its
covenants and agreements contained herein or any statement or omission in any Prospectus that is corrected in any subsequent Prospectus
that was delivered to the Selling Shareholder prior to the pertinent sale or sales by the Selling Shareholder.


 



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(e) Each
Purchaser severally (as to itself), and not jointly, agrees to indemnify and hold harmless the Company (and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each officer
of the Company who signs the Registration Statement and each director of the Company) from and against any losses, claims, damages
or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities
Act or otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise
out of, or are based upon, any untrue statement of a material fact contained in the Registration Statement if, and only if, such
untrue statement was made in reliance upon and in conformity with written information furnished by or on behalf of that Purchaser
specifically for use in preparation of the Registration Statement, and that Purchaser will reimburse the Company (or such officer,
director or controlling person, as the case may be), for any reasonable legal expense or other reasonable actual accountable out-of-pocket
expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim. The obligation
to indemnify shall be limited to the net amount of the proceeds received by the Purchaser from the sale of the Registrable Securities
pursuant to the Registration Statement.


 


(f) Promptly
after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is
to be sought against an indemnifying person pursuant to this Section 6.3, such indemnified person shall notify the indemnifying
person in writing of such claim or of the commencement of such action, but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party under this Section 6.3 (except to the extent that
such omission materially and adversely affects the indemnifying party’s ability to defend such action) or from any liability
otherwise than under this Section 6.3. Subject to the provisions hereinafter stated, in case any such action shall be brought against
an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party,
shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice
from the indemnifying person to such indemnified person of its election to assume the defense thereof (unless it has failed to
assume the defense thereof and appoint counsel reasonably satisfactory to the indemnified party), such indemnifying person shall
not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection
with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate,
in the reasonable opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and
such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel
(who shall not be the same as the opining counsel) at the expense of such indemnifying person; provided, however, that no indemnifying
person shall be responsible for the fees and expenses of more than one separate counsel (together with appropriate local counsel)
for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of
any action unless the indemnifying person shall have approved the terms of such settlement; provided that such consent shall not
be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any indemnified person is or could reasonably have been
a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional
release of such indemnified person from all liability on claims that are the subject matter of such proceeding.


 



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(g) If
the indemnification provided for in this Section 6.3 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (d) or (e) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof)
referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the liable Purchaser on the other in connection with the statements or omissions
or other matters which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case
of an untrue statement, whether the untrue statement relates to information supplied by the Company on the one hand or the liable
Purchaser on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement. The Company and the Purchasers agree that it would not be just and equitable if contribution pursuant to
this subsection (g) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose)
or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection
(g). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (g) shall be deemed to include any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions
of this subsection (g), no Purchasers shall be required to contribute any amount in excess of the amount by which the net amount
received by that Purchaser from the sale of the Registrable Securities to which such loss relates exceeds the amount of any damages
which that Purchaser has otherwise been required to pay to the Company by reason of such untrue statement. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The Purchasers’ obligations in this subsection to contribute
are several in proportion to their sales of Registrable Securities to which such loss relates and not joint.


 


(h) The
parties to this Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during
the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 6.3, and are fully
informed regarding said provisions. They further acknowledge that the provisions of this Section 6.3 fairly allocate the risks
in light of the ability of the parties to investigate the Company and its business in order to assure that adequate disclosure
is made in the Registration Statement as required by the Securities Act and the Exchange Act.


 


(i) The
obligations of the Company and of the Purchasers under this Section 6.3 shall survive completion of any offering of Registrable
Securities in such Registration Statement for a period of two years from the effective date of the Registration Statement. No indemnifying
party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry
of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.


 


6.4 Termination
of Conditions and Obligations. The conditions precedent imposed by Section 3 or this Section 6 upon the transferability of
the Registrable Securities shall cease and terminate as to any particular number of the Registrable Securities when such Registrable
Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with
the intended method of disposition set forth in the Registration Statement covering such Registrable Securities or at such time
as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary
in order to comply with the Securities Act. The Company shall request an opinion of counsel promptly upon receipt of a request
therefor from a Purchaser.


 


6.5 Information
Available. So long as the Registration Statement is effective covering the resale of Registrable Securities owned by a Purchaser,
the Company will furnish (or, to the extent such information is available electronically through the Company’s filings with
the SEC, the Company will make available via the SEC’s EDGAR system or any successor thereto) to each Purchaser:


 


(a) as
soon as practicable after it is available, one copy of (i) its Annual Report to Shareholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting principles by a national firm of certified public
accountants) and (ii) if not included in substance in the Annual Report to Shareholders, its Annual Report on Form 10-K (the foregoing,
in each case, excluding exhibits); 


 



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(b) upon
the request of the Purchaser, all exhibits excluded by the parenthetical to subparagraph (a)(ii) of this Section 6.5 as filed with
the SEC and all other information that is made available to shareholders; and 


 


(c) upon
the reasonable request of the Purchaser, an adequate number of copies of the Prospectuses to supply to any other party requiring
such Prospectuses; and the Company, upon the reasonable request of a Purchaser, will meet with each Purchaser or a representative
thereof at the Company’s headquarters during the Company’s normal business hours to discuss all information relevant
for disclosure in the Registration Statement covering the Registrable Securities and will otherwise reasonably cooperate with the
Purchasers conducting an investigation for the purpose of reducing or eliminating the Purchasers’ exposure to liability under
the Securities Act, including the reasonable production of information at the Company’s headquarters; provided, that the
Company shall not be required to disclose any confidential information to or meet at its headquarters with a Purchaser until and
unless that Purchaser shall have entered into a confidentiality agreement in form and substance reasonably satisfactory to the
Company with the Company with respect thereto.


 


6.6 Public
Statements; Limitation on Information. The Company shall (A) by 9:00 a.m. (New York City time) on the Trading Day immediately
following the date hereof, issue a press release disclosing the material terms of the Offering and (B) file a Current Report on
Form 8-K within the time required by and in accordance with the requirements of the Exchange Act. From and after the issuance of
such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information
delivered to any of the Purchasers by the Company, or any of their respective officers, directors, employees or agents in connection
with the Offering. Neither the Company nor any Purchaser shall issue any other press release with respect to the transactions contemplated
hereby nor otherwise make any such public statement without the prior consent of the Company and the Placement Agent, which consents
in each case shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing
party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing,
the Company will not make any public disclosure listing a Purchaser as one of the purchasers of the Securities without that Purchaser’s
prior written consent, except as may be required by applicable law or rules of any exchange on which the Company’s securities
are listed.


 


6.7 Limits
on Additional Issuances. Without limiting the provisions of Section 5.7, the Company will not, for a period of six months following
the Closing Date offer for sale or sell any securities unless, in the opinion of the Company’s counsel, such offer or sale
does not jeopardize the availability of exemptions from the registration and qualification requirements under applicable securities
laws with respect to the Offering. Except for the issuance of stock options under the Company’s stock option plans, the issuance
of common stock upon exercise of outstanding options and warrants and the offering contemplated hereby, the Company has not engaged
in any offering of equity securities during the six months prior to the date of this Agreement. The foregoing provisions of this
Section 6.7 shall not prevent the Company from filing a “shelf” registration statement pursuant to Rule 415 under the
Securities Act, but the foregoing provisions shall apply to any sale of securities thereunder.


 


6.8 Form D
and State Securities Filings. The Company will file with the SEC a Notice of Sale of Securities on Form D with respect
to the Securities, as required under Regulation D under the Securities Act, no later than 15 days after the Closing Date.
The Company will promptly and timely file all documents and pay all filing fees required by any states’ securities laws in
connection with the sale of Securities.


 



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6.9 Assignment
of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 6 may be
assigned by a Purchaser to a party that acquires, other than pursuant to the Registration Statement or Rule 144, any of the Registrable
Securities originally issued or issuable to such Purchaser as contemplated by this Agreement, or to any affiliate of a Purchaser
that acquires any Registrable Securities. Any such permitted assignee shall have all the rights of such Purchaser under this Section
6 with respect to the Registrable Securities transferred during the Effectiveness Period.


 


6.10 Selling
Shareholder Questionnaire. Each Purchaser agrees to furnish to the Company a completed questionnaire in the form attached to
this Agreement as Exhibit C (a “Selling Holder Questionnaire”). The Company shall not be required to
include the Registrable Securities of a Purchaser in a Registration Statement and shall not be required to pay any liquidated or
other damages hereunder to any such Purchaser who fails to furnish to the Company a fully completed Selling Holder Questionnaire
at least three business days prior to the filing of the Registration Statement.


 


7. Miscellaneous.


 


7.1 Governing
Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the choice of law provisions thereof, and the federal laws of the United States. The parties hereby
consent to the jurisdiction of the courts having jurisdiction over matters arising in New York County, New York for any proceeding
arising out of or relating to this Agreement. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST
ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


7.2 Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. Notwithstanding the foregoing, the Company
may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchasers or their
affiliates holding Shares that constitute at least a majority of the Shares then held by the Purchasers and their affiliates.


 


7.3 Entire
Agreement. This Agreement and the exhibits hereto, and the other documents delivered pursuant hereto, constitute the full and
entire understanding and agreement among the parties with regard to the subjects hereof and no party shall be liable or bound to
any other party in any manner by any representations, warranties, covenants, or agreements except as specifically set forth herein
or therein. Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto
and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided herein.


 


7.4 Severability.
 In the event any provision of this Agreement shall be invalid, illegal, or unenforceable, it shall to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the parties, and
the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


7.5 Amendment
and Waiver. Except as otherwise provided herein, any term of this Agreement may be amended and the observance of any term of
this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively, and either for
a specified period of time or indefinitely), with the written consent of the Company and each Purchaser. Any amendment or waiver
effected in accordance with this Section 7.5 shall be binding upon any holder of any Securities purchased under this Agreement,
each future holder of all such securities, and the Company.


 



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7.6 Fees
and Expenses. Except as otherwise set forth herein, the Company and the Purchasers shall bear their own expenses and legal
fees incurred on their behalf with respect to this Agreement and the transactions contemplated hereby. Each party hereby agrees
to indemnify and to hold harmless of and from any liability the other parties for any commission or compensation in the nature
of a finder’s fee to any broker or other person or firm (and the costs and expenses of defending against such liability or
asserted liability) for which such indemnifying party or any of its employees or representatives are responsible.


 


7.7 Notices.
All notices, requests, consents and other communications hereunder shall be in writing, shall be delivered (A) if within the
United States, by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid
or by facsimile or electronic mail, or (B) if from outside the United States, by International Federal Express (or comparable service)
or by facsimile or electronic mail, and shall be deemed given (i) if delivered by first-class registered or certified mail domestic,
upon the business day received, (ii) if delivered by nationally recognized overnight carrier, one business day after timely delivery
to such carrier, (iii) if delivered by International Federal Express (or comparable service), two business days after so mailed,
or (iv) if delivered by facsimile or electronic mail at or prior to 5:30 p.m. (New York City time) on a Trading Day, on the Trading
Day so delivered or, if delivered by facsimile or electronic mail after 5:30 p.m. (New York City time) on a Trading Day or on a
day that is not a Trading Day, the next Trading Day after the date of delivery, and shall be addressed as follows, or to such other
address or addresses as may have been furnished in writing by a party to another party pursuant to this paragraph:


 


		●	if to the Company, to the address of the Company’s principal office set forth on the first
page of this Agreement, Attention: Chief Executive Officer, e-mail: DaveR@N1MTC.com, with a copy to (which shall not constitute
notice to the Company) Honigman LLP, 650 Trade Centre Way, Suite 200, Kalamazoo, Michigan, Attention: Phillip Torrence, e-mail:
ptorrence@honigman.com; and



 


		●	if to the Purchaser, at its address on the signature page to this Agreement.



 


7.8 Survival
of Representations, Warranties and Agreements. Notwithstanding any investigation made by any party to this Agreement or by
the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Purchasers herein shall
survive the execution of this Agreement, the delivery to the Purchasers of the Securities being purchased and the payment therefor,
and a party’s reliance on such representations and warranties shall not be affected by any investigation made by such party
or any information developed thereby.


 


7.9 Counterparts.
This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as
if the signatures thereto and hereto were upon the same instrument. Delivery of an executed counterpart of a signature page to
this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall
be effective as delivery of a manually executed counterpart thereof. The words “execution,” “signed,” “signature,”
and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any,
shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation,
“pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign
and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record
created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and
enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.


 


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


  


7.11 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under this Agreement are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of
the obligations of any other Purchaser under this Agreement. Nothing contained herein, and no action taken by any Purchaser pursuant
hereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity,
or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Agreement. Each Purchaser confirms that it has independently participated in the negotiation
of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Purchaser shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. It is expressly understood and
agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company
and the Purchasers collectively and not between and among the Purchasers.


  


[The Remainder of this Page is Blank;
Signature Pages Follow]


 



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In witness whereof,
the foregoing Common Stock and Warrant Purchase Agreement is hereby executed as of the date first above written.


  


	 	NeuroOne Medical Technologies Corporation
	 	 
	 	By:	   
	 	Name:	 
	 	Title:	 



 



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In witness whereof,
the foregoing Common Stock and Warrant Purchase Agreement is hereby executed as of the date first above written.


 


	 	 
	 	Name of Investor
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


   


	 	Investment Amount (# shares):_______________________________ __


 


	 	Investment Amount ($ @ $1.00 share):______________ ____________________ 


 


	 	Tax Identification No.:_______________________ ______________


 


	 	Jurisdiction of Organization:__________ ____________________


 


	 	Jurisdiction of Principal Place of Operations:______________________________   


  


	 	 



  


	 	Address for Notice:
	 	 
	 	 
	 	 
	 	Attention:	 
	 	Telephone: 	 
	 	Facsimile:	 
	 	E-mail:	 



 


	 	Delivery Instructions (if different from above):
	 	 
	 	 
	 	 
	 	Attention:	 
	 	Telephone: 	 



 


 


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