Exhibit 10.2


 





UNIT PURCHASE AGREEMENT


 


THIS
UNIT PURCHASE AGREEMENT (the “Agreement”) is made as of the ___ day of ____________, 2016 by and among
MUSTANG BIO, INC. a Delaware corporation (the “Company”), the investors listed on the Schedule of Investors
attached hereto as Exhibit A (each an “Investor” and collectively, the “Investors”).


 


W I T N E S S E T H:


 


WHEREAS, the Company
desires to sell to the Investors through National Securities Corporation, in its capacity as the “Placement Agent”
(the “Placement Agent”) (the “Offering”), and the Investors desire to purchase from the Company
Units consisting of 10,000 shares of the common stock of the Company, $0.001 par value per share (the “Common Stock”)
and a Common Stock Purchase Warrant, the form of which is attached hereto as Exhibit B, exercisable for 2,500 shares of
Common Stock at an exercise price of $8.50 per share (a “Common Stock Warrant” and, together with the shares
of Common Stock, a “Unit”) for cash at a price of $65,000 per Unit;


 


WHEREAS, the Company
is currently conducting the Offering pursuant to a private placement memorandum provided herewith (the “Private Placement
Memorandum”).


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:


 


1       Purchase
and Sale of Units.


 


1.1       Issuance
and Sale of Units.


 


(a)       Units
Issued in the Offering through the Placement Agent. Subject to the terms and conditions of this Agreement, the Investors severally
and not jointly agree to purchase at the Closing (as hereafter defined), and the Company agrees to issue and sell to the Investors
at the Closing, the amount of Units set forth opposite each Investor’s name on the Signature Page hereto, at a price of $65,000.00
per Unit, for an aggregate purchase price of a minimum of $10,000,000 (the “Minimum Amount”) and up to a maximum
of $30,000,000 (the “Maximum Offering Amount”) and the offering of the Units being offered hereunder is hereinafter
referred to as the “Offering.” The Company may, in its sole discretion, increase the Maximum Offering Amount
from $30,000,000 to $70,000,000.


 


1.2       Payment.
Any Investor purchasing the Units is enclosing with its delivery of its Signature Page hereto a check payable to, or will promptly
make a wire transfer payment to, “Signature Bank, as Escrow Agent for Mustang Bio, Inc.” in the full amount of the
purchase price of the Units being subscribed for (the “Purchase Price”). Wire instructions are as follows:


 


Bank Name: Signature Bank


ABA Number: [Routing
Number]


A/C Name: Signature Bank, as Escrow Agent
for Mustang Bio, Inc.


A/C Number: [Account
Number]


FBO: [Investor Name]


[Social Security Number]


[Address]


 






     


     


    

 


All payments made by
check as provided in this Section 1.2 shall be promptly deposited by the Company or the Placement Agent with Signature Bank (the
“Escrow Agent”), and all payments hereunder shall be held in a non-interest-bearing escrow account (the “Escrow
Account”) until the earliest to occur of (a) the Closing (as defined below), (b) the rejection of such proposed investment
by the Company or the Placement Agent and (c) the termination of the Offering by the Company or the Placement Agent. 


 


1.3       Closing.


 


(a)       The
initial closing of the purchase and sale of Units Preferred under this Agreement (the “Initial Closing”) is
expected to be held at the offices of Wyrick Robbins Yates & Ponton LLP, counsel to the Company (“Wyrick”)
or remotely via the exchange of documents and signatures), on or about _________, 2016, or such other date as may be agreed to
between the Company and the Placement Agent, which period may be extended upon the mutual approval of both the Company and the
Placement Agent (the date of a Closing is hereinafter referred to as the “Closing Date”). In the event there
is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified with each
Closing occurring after the Initial Closing referred to as a “Subsequent Closing.”


 


(b)       After
the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to the balance
of the Units not sold at the Initial Closing (collectively, the number of Units underlying such amount of Units sometimes referred
to herein as the “Additional Units”) in one or more Subsequent Closings, to one or more purchasers (the “Additional
Investors”) as shall be determined by the Company in its sole discretion, provided that (i) such Subsequent Closing is
consummated on or prior to November 30, 2016 (as may be subsequently extended (x) until December 31, 2016 upon the mutual consent
of the Placement Agent and the Company, or, (y) until any other extended date in the event that there shall have occurred any material
adverse change in the financial markets of the United States, any outbreak or escalation of hostilities or other national or international
calamity or crisis the effect of which is such to make it, in the judgment of the Placement Agent, impracticable to market the
Units or enforce contracts for the sale of the Units) and (ii) each Additional Investor shall become a party to this Agreement
by executing and delivering a Confidential Purchase Questionnaire and a counterpart Omnibus Signature Page to this Unit Purchase
Agreement. Exhibit A to this Agreement shall be updated to reflect the number of Additional Units purchased at each such
Subsequent Closing and the Additional Investors purchasing such Additional Units.


 


(c)       At
each Closing, the Company shall deliver the certificates representing the Common Stock and Common Stock Warrants purchased to each
Investor participating in such Closing against payment of the Purchase Price to the Company as described above, along with delivery
by each such Investor of the Confidential Purchaser Questionnaire to the Placement Agent and a counterpart Omnibus Signature Page
to this Unit Purchase Agreement. The Confidential Purchaser Questionnaire is included in the Subscription Booklet provided to Investors
separately.


 






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1.4       Additional
Definitions. For purposes of this Agreement, certain capitalized terms are defined under Appendix A.


 


2       Representations
and Warranties of the Company. The Company hereby represents and warrants to the Investors that the following is true and accurate
as of the date of the Initial Closing:


 


2.1       Organization
and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of the
State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business
as currently conducted. The Company is not in violation or default of any of the provisions of its Amended and Restated Certificate
of Incorporation (the “Certificate of Incorporation”) or its Bylaws. The Company is duly qualified to conduct
business and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted or
property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the
case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company, or (iii) a material adverse effect on the Company’s ability to perform
in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material
Adverse Effect”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 


2.2       Capitalization.
The authorized, issued and outstanding shares of the capital stock of the Company is as set forth in Company’s filings with
the SEC (the “SEC Filings”) and all issued and outstanding shares of the Company are validly issued, fully paid
and nonassessable. Except as set forth in the SEC Filings, there are no outstanding options, warrants, agreements, convertible
securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except
as set forth in the Private Placement Memorandum and as otherwise required by law, there are no restrictions upon the voting or
transfer of any of the shares of capital stock of the Company pursuant to the Company’s Certificate of Incorporation, Bylaws
or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound.


 


2.3       Subsidiaries.
The Company does not own, directly or indirectly, any subsidiaries.


 


2.4       Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to this Agreement and (ii) the filing of Form D with the SEC and such filings as are required to
be made under applicable state securities laws (collectively, the “Required Approvals”).


 






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2.5       Issuance
of the Shares. The shares of Common Stock and the shares to be issued upon exercise of the Common Stock Warrants (the “Warrant
Shares”) are duly authorized and reserved for issuance and, when issued and paid for in accordance with the applicable
Transaction Documents, or issued in accordance with the Certificate of Incorporation, will be duly and validly issued, fully paid
and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction
Documents.


 


2.6       Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of each of this Agreement and the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith
or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which
it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the
terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


2.7       No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Units, the Common Stock and the Warrant Shares and the consummation by it of
the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Certificate
of Incorporation or Bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give
to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of,
any agreement, credit facility, debt or other instrument (evidencing a Company debt or otherwise) or other understanding to which
the Company is a party or by which any property or asset of the Company is bound or affected, or (iii) subject to the Required
Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction
of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations),
or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii) and (iii), such
as could not have or reasonably be expected to result in a Material Adverse Effect.


 






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2.8       Compliance.
To the Company’s knowledge, the Company: (i) is not in default under or in violation of (and no event has occurred that has
not been waived that, with notice or lapse of time or both, would result in a default by the Company under), nor has the Company
received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or
any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is not in violation of any judgment, decree, or order of any court, arbitrator or other
governmental authority or (iii) is not or has not been in violation of any statute, rule, ordinance or regulation of any governmental
authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection,
occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect.


 


2.9       Absence
of Certain Changes. Since the date of the SEC Filings, there has been no change in the business, operations, conditions (financial
or otherwise), prospects, assets or results of operations of the Company or any of its subsidiaries that could reasonably be expected
to have a Material Adverse Effect.


 


No “Bad Actor”
Disqualification. No Covered Person (as defined below) is subject to any of the “bad
actor” disqualifications described in Rule 506(d)(1)(i) through (viii) under the Securities Act (“Disqualification
Events”). 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 Units; 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 Units (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. 2.11Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s employees is
a member of a union that relates to such employee’s relationship with the Company, and the Company is not a party to a collective
bargaining agreement. To the knowledge of the Company, no executive officer of the Company is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition
agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, 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 U.S. federal, state, local and foreign laws and regulations relating to employment and employment
practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


2.12       Intellectual
Property. Except as would not reasonably be expected to have a Material Adverse Effect or as disclosed in the SEC Filings,
to the Company’s knowledge, (i) the Company owns or possesses the requisite licenses or other rights to use all patents,
patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing
processes, formulae, trade secrets, licenses, customer lists and know how (collectively, “Intellectual Property”)
necessary to conduct its business, (ii) the Company has not received any communications alleging that the Company has violated
or, by conducting its business as conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights
or trade secrets or other proprietary rights or processes of any other person or entity, nor is the Company aware of any basis
therefor and (iii) no claim is pending or, to the Company’s knowledge after due inquiry, threatened to the effect that any
Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable
by the Company.


 






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2.13       Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company (i) has made or filed all United States federal, state and local income and all foreign income
and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods
subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount
claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.


 


2.14       Obligations
to Related Parties. Except as disclosed in the Private Placement Memorandum or as would not reasonably be expected to have
a Material Adverse Effect, there are no obligations of the Company to officers, directors, stockholders, or employees of the Company
other than (i) for payment of salary or other compensation for services rendered, (ii) reimbursement for reasonable expenses incurred
on behalf of the Company, (iii) standard indemnification provisions in the certificate of incorporation and by-laws, and (iv) for
other standard employee benefits made generally available to all employees (including stock option agreements outstanding under
any stock option plan approved by the Board of Directors). Except as may be disclosed in the SEC Filings, the Company is not a
guarantor or indemnitor of any indebtedness of any other person, firm or corporation other than its wholly-owned subsidiaries.


 


2.15       Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company or any of its properties before or by any court, arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which
adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents, the shares of Common
Stock comprising each Unit or the Warrant Shares.


 


2.16       Title
to Assets. The Company has good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company, in each case free and clear of all
Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use
made and proposed to be made of such property by the Company and (ii) Liens for the payment of federal, state or other taxes, for
which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company are held by them under valid, subsisting and enforceable
leases with which the Company is in compliance.


 






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2.17       Certain
Fees. Other than the fees payable to the Placement Agent pursuant to the Placement Agent Agreement as disclosed under Section
7.7 of this Agreement, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker,
financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions
contemplated by the Transaction Documents. The Investors shall have no obligation with respect to any fees or with respect to any
claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with
the transactions contemplated by the Transaction Documents except that the proceeds from purchase and sale of the Units shall be
used to pay the fee payable to the Placement Agent pursuant to the terms of the Placement Agent Agreement.


 


2.18       Private
Placement. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 2, no registration
under the Securities Act is required for the offer and sale of the Units by the Company to the Investors as contemplated hereby.


 


2.19       Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Units, will not be
or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 


2.20       Financial
Statements. The financial statements of the Company included in the SEC Filings (the “Financial Statements”)
fairly present in all material respects the financial condition and results of operations of the Company at the dates and for the
periods indicated and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”)
consistently applied throughout the periods covered thereby, except as may be otherwise specified in such Financial Statements
or the notes thereto, and except that unaudited financial statements do not contain all footnotes and do not contain the cash flow
statement required by GAAP, and fairly present in all material respects the financial condition of the Company as of the dates
thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal year-end audit adjustments. Since the date of the most recent balance sheet included as part of the Financial Statements,
there has not been to the Company’s knowledge: (i) any change in the assets, liabilities, financial condition or operations
of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of
which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect; or (ii) any other event
or condition of any character that, either individually or cumulatively, would reasonably be expected to have a Material Adverse
Effect, except for the expenses incurred in connection with the transactions contemplated by this Agreement.


 






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2.21       Clinical
Trials. The pre-clinical studies and clinical trials conducted by or, to the knowledge of the Company, on behalf of the Company
that are described in, or the results of which are described in, the Private Placement Memorandum were and, if still pending, are
being conducted in all material respects in accordance with protocols filed with the appropriate regulatory authorities for each
such study or trial, as the case may be, all applicable statutes, all applicable rules and regulations of the United States Food
and Drug Administration (the “FDA”) and, if applicable, comparable regulatory agencies outside of the United
States to which they are subject. Each description of the results of such studies and trials contained in the Private Placement
Memorandum are, to the Company’s knowledge, accurate and complete in all material respects and fairly presents the data derived
from such studies and trials, and, except to the extent disclosed in the Private Placement Memorandum, the Company has no knowledge
of any other studies or trials the results of which are inconsistent with, or otherwise call into question, the results described
in the Private Placement Memorandum when viewed in the context in which such results are so described and the clinical stage of
development. The Company has not received any written notices, correspondence or other written communications from the FDA or from
any other U.S. or foreign government or drug regulatory agency (collectively, the “Regulatory Agencies”) requiring
or threatening the termination, suspension or material modification of any clinical trials being conducted by or on behalf of the
Company that are described in the Private Placement Memorandum. The Company has operated at all times and currently are in compliance
in all material respects with all statutes, rules and regulations of the Regulatory Agencies applicable to the conduct of their
respective business.


 


2.22       Licenses
and Permits. Except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse
Effect, (i) the Company holds, and is operating in compliance with, such permits, licenses, franchises, registrations, exemptions,
approvals, authorizations and clearances of any governmental authorities (including, without limitation, the FDA) required for
the conduct of its business as currently conducted (collectively, the “Permits”), and all such Permits are in
full force and effect; and (ii) the Company has fulfilled and performed all of its obligations with respect to the Permits which
were required to be performed prior to the date hereof, and, to the Company’s knowledge, no event has occurred which allows,
or after notice or lapse of time would allow, revocation or termination thereof or results in any other impairment of the rights
of the holder of any Permit. All applications, notifications, submissions, information, claims, reports and statistics, and other
data and conclusions derived therefrom, utilized as the basis for any and all requests for a Permit from the FDA or other governmental
authority relating to the Company, its business and its products, when submitted to the FDA or other governmental authority by
or on behalf of the Company were true, complete and correct in all material respects. Any necessary or required updates, changes,
corrections or modification to such applications, submissions, information and data have been submitted to the FDA or other governmental
authority, except as would not, individually or in the aggregate, be reasonably expected to result in a Material Adverse Effect.
The Company has not received any written notification, correspondence or any other written communication, including written notification
of any pending or, to the Company’s knowledge, threatened claim, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action brought against it from any governmental authority, including, without limitation, the FDA of potential or actual
material non-compliance by, or material liability of, the Company under any Permits. To the Company’s knowledge, there are
no facts or circumstances that would reasonably be expected to give rise to any material liability of the Company under any Permit.


 






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2.23       Compliance
with Certain Regulatory Matters. The Company, its officers and directors, and, to the Company’s knowledge, its respective
employees and agents have operated and currently are in compliance in all material respects with applicable statutes and implementing
regulations administered or enforced by the FDA, or any other federal, state, local, or foreign governmental authority which are
applicable to their respective businesses, including, without limitation, the regulations promulgated pursuant to such laws; and
any other similar local, state or federal law or regulation applicable to their respective businesses. The Company is not a party
to, or has any ongoing reporting obligations pursuant to, any corporate integrity agreement, deferred prosecution agreement, monitoring
agreement, consent decree, settlement order, plan of correction or similar agreement imposed by any governmental authority. The
Company and, to the knowledge of the Company, any of its directors, officers, employees or agents has not been debarred, excluded
or suspended from participation in or receiving payment from any federal, state or local government health care program. The Company
has not failed to file with the Regulatory Agencies any required filing, declaration, listing, registration, report or submission
with respect to their respective products or product candidates that are described in the Private Placement Memorandum as having
already been filed by or on behalf of the Company; all such filings, declarations, listings, registrations, reports or submissions
were in material compliance with applicable laws when filed; and no deficiencies regarding compliance with applicable law have
been asserted against the Company in writing by any applicable Regulatory Agency with respect to any such filings, declarations,
listings, registrations, reports or submissions


 


2.24       Absence
of Certain Regulatory Actions. Except as described in the Private Placement Memorandum, or as would not, individually or in
the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company has not had any product or manufacturing
site (whether Company-owned or that of a contract manufacturer for Company product candidates) subject to a governmental authority
(including, without limitation, the FDA) shutdown or import or export prohibition, nor received any FDA Form 483 or other governmental
authority notice of inspectional observations, “warning letters,” or similar correspondence or written notice from
the FDA or other governmental authority alleging or asserting material noncompliance with any applicable laws. To the Company’s
knowledge, neither the FDA nor any other governmental authority has threatened such action.


 


2.25       No
Integrated Offering. Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3, neither
the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the
Units to be integrated with prior offerings by the Company for purposes of the Securities Act which would require the registration
of any such securities under the Securities Act.


 


2.26       No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Units
by any form of general solicitation or general advertising. The Company has offered the Units for sale only to the Investors and
certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


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


 






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2.28       Acknowledgment
Regarding Investors’ Purchase of Shares. The Company acknowledges and agrees that to its knowledge each of the Investors
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions
contemplated thereby. The Company further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the Investors’ purchase of the Units. The Company further represents
to each Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based
solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 


2.29       Office
of Foreign Assets Control. Neither the Company nor, to the Company's knowledge, any director, officer, agent, employee or Affiliate
of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”).


 


2.30       U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon any Investor’s
request.


 


2.31       Bank
Holding Company Act. The Company is not subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”)
and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). The Company
does not own or control, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities
or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the
Federal Reserve. The Company does not exercise a controlling influence over the management or policies of a bank or any entity
that is subject to the BHCA and to regulation by the Federal Reserve.


 


2.32       Money
Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial
record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicable
money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


2.33       Statistical
and Market-Related Data. The statistical, demographic and market-related data included in the Private Placement Memorandum,
as of the date or dates to which they speak, are based on or derived from sources that the Company believes to be reliable and
accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources.


 


2.34       Use
of Proceeds. The Company has no plans to use the proceeds of the Offering to (i) make a loan or any other payment to the Company’s
officers, managers or Affiliates, except in the ordinary course of business for services performed (e.g., salary) or reimbursement
of business expenses in accordance with the Company’s policies and procedures or (ii) pay any personal expenses of the Company’s
officers, managers or Affiliates.


 






    	 	10	 



     


    

 


2.35       No
Misstatement or Omission. The documents filed by the Company pursuant the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) when they were filed with the SEC conformed in all material respects to the requirements of
the Exchange Act and were filed on a timely basis with the SEC and none of such documents contained an untrue statement of a material
fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; any further documents filed with the SEC, will conform in all material respects to the requirements
of the Exchange Act, and will not contain an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made, not misleading


 


3       Representations
and Warranties of the Investors. Each of the Investors, severally and not jointly, hereby represents and warrants that:


 


3.1       Authorization.
Investor (i) if a natural person, represents that Investor has reached the age of 21 and has full power and authority to execute
and deliver this Agreement and all other Transaction Documents and to carry out the provisions hereof and thereof; (ii) if a corporation,
partnership, or limited liability company or partnership, or association, joint stock company, trust, unincorporated organization
or other entity, represents that such entity was not formed for the specific purpose of acquiring the Units and the Warrant Shares,
such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation
of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other
organizational documents, such entity has full power and authority to execute and deliver this Agreement and all other Transaction
Documents and to carry out the provisions hereof and thereof and to purchase and hold the Units and the Warrant Shares the execution
and delivery of this Agreement has been duly authorized by all necessary action, this Agreement has been duly executed and delivered
on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a
representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Agreement in
such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability
company or partnership, or other entity for whom Investor is executing this Agreement, and such individual, partnership, ward,
trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant
to this Agreement and make an investment in the Company, and represents that this Agreement constitutes a legal, valid and binding
obligation of such entity. The execution and delivery of this Agreement will not violate or be in conflict with any order, judgment,
injunction, agreement or controlling document to which Investor is a party or by which it is bound.


 


3.2       Purchase
Entirely for Own Account. The Units and the Warrant Shares to be purchased by the Investor will be acquired for investment
for the Investor’s own account and not with a view to the resale or distribution of any part thereof, and such Investor has
no present intention of selling, granting any participation in, or otherwise distributing the same. Such Investor does not have
any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participation to any person with
respect to any of the Units or the Warrant Shares.


 


3.3       Disclosure
of Information. The Investor acknowledges that it has received all the information that it has requested relating to the Company
and the purchase of the Units and the Warrant Shares. The Investor further represents that it has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the Offering of the Units and the Warrant Shares. The
Investor acknowledges receipt of the Company’s Private Placement Memorandum. The foregoing, however, does not limit or modify
the representations and warranties of the Company in Section 2 of this Agreement or the right of the Investor to rely thereon.


 






    	 	11	 



     


    

 


3.4       Investment
Experience. Investor is an investor in securities of companies in the development stage and acknowledges that it is able to
fend for itself, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits
and risks of the investment in the Units. Investor is able to bear the economic risk of an investment in the Units and, at the
present time, is able to afford a complete loss of such investment.


 


3.5       Accredited
Investor. The Investor meets the requirements of at least one of the suitability standards for an “accredited investor”
within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the “SEC”) and
as set forth on the Accredited Investor Certification.


 


3.6       Restricted
Securities. Investor understands that the Units and the Warrant Shares are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering, and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act, only in certain limited circumstances. In this connection, the Investor represents that it is familiar with SEC Rule 144,
as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


3.7       High
Risk and Speculative Investment. Investor recognizes that the purchase of the Units involves a high degree of risk including,
but not limited to, the risk factors set forth in the Private Placement Memorandum and the following: (i) the Company requires
funds in addition to the proceeds of the Offering; (ii) an investment in the Company is highly speculative, and only investors
who can afford the loss of their entire investment should consider investing in the Company and the Units; (iii) the Investor may
not be able to liquidate its investment; (iv) transferability of the Units and the Warrant Shares is extremely limited; (v) the
Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common
Stock; and (vi) that the Common Stock may not successfully become actively traded. Investor has reviewed the Risk Factors which
are set forth in the Company’s SEC Filings.


 


3.8       General
Solicitation. Investor is not purchasing the Units as a result of any advertisement, article, notice, or other communication
regarding the Units published in any newspaper, magazine or similar media or broadcast over television or radio or presented in
any seminar or any other general solicitation or general advertisement.


 


3.9       Fees.
Other than the fees payable to the Placement Agent as described in Section 7.7 below, no brokerage or finder’s fees or commissions
are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker,
bank or other person with respect to the transactions contemplated by the Transaction Documents. The Investors shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by the Transaction Documents except that the proceeds
from purchase and sale of the Units shall be used to pay the fee payable to the Placement Agent pursuant to the terms of the Placement
Agent Agreement.


 






    	 	12	 



     


    

 


3.10       Legends.
It is understood that the certificates evidencing the shares sold hereunder may bear the following legend, in addition to any other
legends required by applicable law:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED
OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE
REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE (OR AN AFFIDAVIT OF LOST CERTIFICATE ACCEPTABLE TO THE ISSUER) MUST
BE SURRENDERED TO THE ISSUER OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY
INTEREST IN THE SECURITIES REPRESENTED HEREBY.”


 


3.11       For
ERISA plans only. The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. Investor fiduciary or Plan (i) is responsible for the decision to invest
in the Company; (ii) is independent of the Company or any of its Affiliates; (iii) is qualified to make such investment decision;
and (iv) in making such decision, Investor fiduciary or Plan has not relied primarily on any advice or recommendation of the Company
or any of its Affiliates.


 


3.12       OFAC.
Investor should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before
making the following representations.


 


(a)       Investor
represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from
activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations.
Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with,
and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited
countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs
administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals or entities in certain countries
regardless of whether such individuals or entities appear on the OFAC lists;


 






    	 	13	 



     


    

 


(b)       To
the best of Investor’s knowledge, none of: (i) Investor; (ii) any person controlling or controlled by Investor; (iii) if
Investor is a privately-held entity, any person having a beneficial interest in Investor; or (iv) any person for whom Investor
is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC
list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from
a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. Investor
agrees to promptly notify the Company and the Placement Agent should Investor become aware of any change in the information set
forth in these representations. Investor understands and acknowledges that, by law, the Company may be obligated to “freeze
the account” of Investor, either by prohibiting additional subscriptions from Investor, declining any redemption requests
and/or segregating the assets in the account in compliance with governmental regulations, and the Placement Agent may also be required
to report such action and to disclose Investor’s identity to OFAC. Investor further acknowledges that the Company may, by
written notice to Investor, suspend the redemption rights, if any, of Investor if the Company reasonably deems it necessary to
do so to comply with anti-money laundering regulations applicable to the Company and the Placement Agent or any of the Company’s
other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and
other parties subject to OFAC sanctions and embargo programs.


 


(c)       To
the best of Investor’s knowledge, none of: (i) Investor; (ii) any person controlling or controlled by Investor; (iii) if
Investor is a privately-held entity, any person having a beneficial interest in Investor; or (iv) any person for whom Investor
is acting as agent or nominee in connection with this investment is a senior foreign political figure, or any immediate family
member or close associate of a senior foreign political figure, as such terms are defined in the footnotes below.


 


(d)       If
Investor is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if Investor receives deposits
from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, Investor represents and warrants
to the Company that: (i) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the
Foreign Bank is authorized to conduct banking activities; (ii) the Foreign Bank maintains operating records related to its banking
activities; (iii) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct
banking activities; and (iv) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a
physical presence in any country and that is not a regulated affiliate.


 


3.13       Investment
Representations, Warranties and Covenants by Non-United States Persons. Each Investor who is a Non-U.S. person (as that term
is defined in Section 3.13(c)) hereby represents and warrants to the Company as follows:


 


(a)       This
Agreement is made by the Company with the Investor, who is a Non-U.S. person, in reliance upon such Non-U.S. person’s representations,
warranties and covenants made in this Section 3.13.


 






    	 	14	 



     


    

 


(b)       Such
Non-U.S. person has been advised and acknowledges that:


 


(i)       the
Units and the Warrant Shares have not been, and when issued, will not be registered under the Securities Act, the securities laws
of any state of the United States or the securities laws of any other country;


 


(ii)       in
issuing and selling the Units to such Non-U.S. person pursuant hereto, the Company is relying upon the “safe harbor”
provided by Regulation S and/or on Section 4(2) under the Securities Act;


 


(iii)       it
is a condition to the availability of the Regulation S “safe harbor” that the Units and the Warrant Shares not be offered
or sold in the United States or to a U.S. person until the expiration of a one-year “distribution compliance period”
(or a six-month “distribution compliance period,” if the issuer is a “reporting issuer,” as defined in
Regulation S) following the Closing Date; and


 


(iv)       notwithstanding
the foregoing, prior to the expiration of the one-year “distribution compliance period” (or six-month “distribution
compliance period,” if the issuer is a “reporting issuer,” as defined in Regulation S) after the Closing
(the “Restricted Period”), the Units and the Warrant Shares may be offered and sold by the holder thereof only
if such offer and sale is made in compliance with the terms of this Agreement and either: (A) if the offer or sale is within
the United States or to or for the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered
and sold pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption
from the registration requirements of the Securities Act; or (B) the offer and sale is outside the United States and to other
than a U.S. person.


 


(c)       As
used herein, the term “United States” means the United States of America, its territories and possessions,
any State of the United States, and the District of Columbia, and the term “U.S. person” (as defined
in Regulation S) means:


 


(i)       a
natural person resident in the United States;


 


(ii)       any
partnership or corporation organized or incorporated under the laws of the United States;


 


(iii)       any
estate of which any executor or administrator is a U.S. person;


 


(iv)       any
trust of which any trustee is a U.S. person;


 


(v)       any
agency or branch of a foreign entity located in the United States;


 


(vi)       any
nondiscretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit
or account of a U.S. person;


 






    	 	15	 



     


    

 


(vii)       any
discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated
and (if an individual) resident in the United States; and


 


(viii)       a
corporation or partnership organized under the laws of any foreign jurisdiction and formed by a U.S. person principally for the
purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned,
by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.


 


As used herein, the
term “Non-U.S. person” means any person who is not a U.S. person or is deemed not to be a U.S. person
under Rule 902(k)(2) of the Securities Act.


(d)       Such
Non-U.S. person agrees that with respect to the Units and the Warrant Shares, until the expiration of the Restricted Period:


 


(i)       such
Non-U.S. person, its agents or its representatives have not and will not solicit offers to buy, offer for sale or sell any of the
Units and the Warrant Shares, or any beneficial interest therein in the United States or to or for the account of a U.S. person;
and


 


(ii)       notwithstanding
the foregoing, the Units and the Warrant Shares may be offered and sold by the holder thereof only if such offer and sale is made
in compliance with the terms of this Agreement and either: (A) if the offer or sale is within the United States or to or for
the account of a U.S. person (as such terms are defined in Regulation S), the securities are offered and sold pursuant to an effective
registration statement or pursuant to Rule 144 under the Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act; or (B) the offer and sale is outside the United States and to other than a U.S. person; and


 


(iii)       such
Non-U.S. person shall not engage in hedging transactions with regard to the Units and the Warrant Shares unless in compliance with
the Securities Act.


 


The foregoing restrictions
are binding upon subsequent transferees of the Units and the Warrant Shares, except for transferees pursuant to an effective registration
statement. Such Non-U.S. person agrees that after the Restricted Period, the Units and the Warrant Shares may be offered or sold
within the United States or to or for the account of a U.S. person only pursuant to applicable securities laws.


 


(e)       Non-U.S.
person has not engaged, nor is it aware that any party has engaged, and such Non-U.S. person will not engage or cause any third
party to engage, in any directed selling efforts (as such term is defined in Regulation S) in the United States with respect to
the Units and the Warrant Shares.


 


(f)       Such
Non-U.S. person: (i) is domiciled and has its principal place of business outside the United States; (ii) certifies it
is not a U.S. person and is not acquiring the Units and the Warrant Shares for the account or benefit of any U.S. person; and (iii) at
the time of the Closing Date, the Non-U.S. person or persons acting on Non-U.S. person’s behalf in connection therewith will
be located outside the United States.


 






    	 	16	 



     


    

 


(g)       At
the time of offering to such Non-U.S. person and communication of such Non-U.S. person’s order to purchase the Units and
the Warrant Shares and at the time of such Non-U.S. Person’s execution of this Agreement, the Non-U.S. person or persons
acting on Non-U.S. person’s behalf in connection therewith were located outside the United States.


 


(h)       Such
Non-U.S. person is not a “distributor” (as defined in Regulation S) or a “dealer” (as defined in the Securities
Act).


 


(i)       Such
Non-U.S. person acknowledges that the Company shall make a notation in its stock books regarding the restrictions on transfer set
forth in this 3.13 and shall transfer such shares on the books of the Company only to the extent consistent therewith.


 


In particular, such
Non-U.S. person acknowledges that the Company shall refuse to register any transfer of the Units and the Warrant Shares not made
in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act or pursuant to an available
exemption from registration.


 


(j)       Such
Investor understands and agrees that each certificate held by such Non-U.S. person representing the Units and the Warrant Shares,
or any other securities issued in respect of the Units and the Warrant Shares upon any stock split, stock dividend, recapitalization,
merger, consolidation or similar event, shall bear the following legend (in addition to any legend required by this Agreement or
under applicable state securities laws):


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER
THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.
HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
THIS CERTIFICATE MUST BE SURRENDERED TO THE COMPANY OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE SALE, PLEDGE, HYPOTHECATION
OR ANY OTHER TRANSFER OF ANY INTEREST IN ANY OF THE SHARES REPRESENTED BY THIS CERTIFICATE.


 






    	 	17	 



     


    

 


3.14       Representations
by Non-United States persons. If an Investor is not a United States person, the Investor hereby represents that the
Investor is satisfied as to the full observance of the laws of the Investor’s jurisdiction in connection with any invitation
to subscribe for the Units and the Warrant Shares or any use of the Transaction Documents, including (i) the legal requirements
within the Investor’s jurisdiction for the purchase of the Units and the Warrant Shares, (ii) any foreign exchange restrictions
applicable to such purchase, (iii) any governmental or other consents that may need to be obtained and (iv) the income
tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of such securities.
The Investor’s subscription and payment for, and the Investor’s continued beneficial ownership of, the Units and the
Warrant Shares will not violate any applicable securities or other laws of the Investor’s jurisdiction.


 


4       Conditions
of the Investors’ Obligations at Closing. The obligations of the Investors under subsection 1.2 of this Agreement
are subject to the fulfillment on or before each Closing of each of the following conditions:


 


4.1       Representations
and Warranties. The representations and warranties of the Company contained in Section 2 hereof shall be true on and as
of the date of such Closing.


 


4.2       Performance.
The Company shall have performed and complied with all agreements, obligations, and conditions contained in this Agreement that
are required to be performed or complied with by it on or before the Closing.


 


4.3       Suspension
of Offering. No order suspending or enjoining the Offering or sale of the Units has been issued, and no proceedings for that
purpose or a similar purpose have been initiated or are pending, or, to the best of the Company’s knowledge, are contemplated
or threatened.


 


4.4       No
Material Adverse Effect. There shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


4.5       Compliance
Certificate. The President or Chief Executive Officer of the Company shall deliver to the Placement Agent on behalf of the
Investors, at the Closing, a certificate, dated as of the Initial Closing certifying that the conditions specified in Sections 4.1,
4.2, 4.3 and 4.4 have been fulfilled.


 


4.6       Opinion
of Counsel. The Investors and the Placement Agent shall have received from Wyrick an opinion containing certain opinions to
be substantially as set forth in Exhibit C, dated as of the date of such Closing, in a form reasonably acceptable to the
Placement Agent and counsel to the Placement Agent.


 


4.7       Offering
Amount. With respect to the Initial Closing only, the aggregate amount to be paid for Shares purchased hereunder at such Closing
shall be no less than the Minimum Amount.


 


5       Conditions
of the Company’s Obligations at Closing. The obligations of the Company to the Investors under this Agreement are subject
to the fulfillment on or before each Closing of each of the following conditions by the Investors:


 


5.1       Representations
and Warranties. The representations and warranties of the Investors contained in Section 3 shall be true on and as of such
Closing with the same effect as though such representations and warranties had been made on and as of such Closing. All covenants,
agreements and conditions contained in this Agreement to be performed by such Investor on or prior to the date of such Closing
shall have been performed or complied with in all material respects.


 






    	 	18	 



     


    

 


5.2       Suspension
of Offering. No order suspending or enjoining the Offering or sale of the Units has been issued, and no proceedings for that
purpose or a similar purpose have been initiated or are pending, or, to the best of the Company’s knowledge, are contemplated
or threatened. There shall not be in effect any law, rule or regulation prohibiting or restricting the sale of the Units or requiring
any consent or approval of any person, which shall not have been obtained, to issue the Units (except as otherwise provided in
this Agreement).


 


5.3       Payment
of Purchase Price. The Investors shall have delivered the purchase price specified in Section 1.2.


 


6       Covenant
Regarding Certificates for Shares. No later than thirty (30) days after each Closing, the Company shall deliver the certificates
representing the shares of Common Stock purchased by the Investors in such Closing, as specified in Section 1.


 


7       Miscellaneous.


 


7.1       Survival
of Warranties. All of the representations and warranties made herein shall survive the execution and delivery of this Agreement
for a period of one year. The Investors are entitled to rely, and the parties hereby acknowledge that the Investors have so relied,
upon the truth, accuracy and completeness of each of the representations and warranties of the Company contained herein, irrespective
of any independent investigation made by Investors. The Company is entitled to rely, and the parties hereby acknowledge that the
Company has so relied, upon the truth, accuracy and completeness of each of the representations and warranties of the Investors
contained herein, irrespective of any independent investigation made by the Company.


 


7.2       Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties (including transferees of any of the Common Stock or Warrant
Shares sold hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties
hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement.


 


7.3       Governing
Law. This Agreement shall be governed by and construed under the laws of the State of Delaware as applied to agreements among
Delaware residents entered into and to be performed entirely within Delaware.


 


7.4       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by e-mail delivery of a “.pdf”
format data file, either of which shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) this Agreement with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 






    	 	19	 



     


    

 


7.5       Titles
and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.


 


7.6       Notices.
Unless otherwise provided, any notice, authorization, request or demand required or permitted to be given under this Agreement
shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three (3)
days following deposit with the United States Post Office, by registered or certified mail, postage prepaid, or two days after
it is sent by an overnight delivery service, or when sent by facsimile with machine confirmation of delivery addressed as follows:


 


If to the Investors to:


 


The addresses sent forth
on the signature pages attached.


 


If to Company,
to:


 


Mustang Bio, Inc.


2 Gansevoort Street, 9th Floor


New York, NY 10014


Attn: Chief Executive Officer


 


With a copy to:


 


Wyrick Robbins Yates & Ponton LLP


4101 Lake Boone Trail, Suite 300


Raleigh, NC 27607-7506


Facsimile: (919) 781-4865


Attn: W. David Mannheim, Esq.


 


Any party may change its address for such
communications by giving notice thereof to the other parties in conformity with this Section.


 


7.7       Compensation
of Placement Agent. Each Investor acknowledges that it is aware that the Placement Agent will receive from the Company, in
consideration of its services as Placement Agent in respect of the transactions contemplated hereby, (i) selling commissions aggregating
10% of the Purchase Price of the Units to “accredited investors” as that term is defined within the meaning of Rule
501 under the Securities Act introduced to the Company by the Placement Agent (“Qualified Investors”) (excluding
the purchase price paid upon exercise of the Warrants), (ii) reimbursement for reasonable and documented expenses incurred by the
Placement Agent, not to exceed $20,000, (iii) reasonable and documented expenses of the Placement Agent’s transaction counsel,
up to a maximum of $60,000 (iv) escrow fees payable to the escrow agent of up to $4,000, except to the extent the Escrow Agent
requires additional fees for additional Closings, and (v) a warrant to purchase shares of Common Stock equal to 10% of the
number of Units sold in this offering to Qualified Investors, at an exercise price of $8.50 per share of Common Stock.


 


7.8       Transaction
Expenses; Enforcement of Transaction Documents. The Company and each Investor shall pay their respective costs and expenses
incurred with respect to the negotiation, execution, delivery and performance of this Agreement. If any action at law or in
equity is necessary to enforce or interpret the terms of the Transaction Documents, the prevailing party shall be entitled to reasonable
attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled.


 






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7.9       Amendments
and Waivers. Except as set forth in Section 1.3(b), this Agreement may be amended or terminated and the observance of any term
of this Agreement may be waived with respect to all parties to this Agreement (either generally or in a particular instance and
either retroactively or prospectively), with the written consent of the Company and the Requisite Holders (as defined below). Notwithstanding
the foregoing, this Agreement may not be amended or terminated and the observance of any term hereunder may not be waived with
respect to any Investor without the written consent of such Investor unless such amendment, termination or waiver applies to all
Investors in the same fashion. The Company shall give prompt written notice of any amendment or termination hereof or waiver hereunder
to any party hereto that did not consent in writing to such amendment, termination or waiver. Any amendment, termination or waiver
effected in accordance with this Section 7.9 shall be binding on all parties hereto, even if they do not execute such consent.
No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed
to be, or construed as, a further or continuing waiver of any such term, condition or provision. Any amendment or waiver effected
in accordance with this paragraph shall be binding upon each holder of any Shares purchased under this Agreement at the time outstanding
each future holder of all such Shares, and the Company. For purposes hereof, “Requisite Holder(s)” shall mean Investors
representing a majority of the Units purchased by the Investors pursuant to this Agreement.


 


7.10       Adjustment
for Stock Split. All references to the number of shares of Common Stock and Warrant Shares and the purchase price of the Units
in this Agreement shall be adjusted to reflect any stock split, stock dividend or other change in the Common Stock of the Company
which may be made after the date of this Agreement.


 


7.11       Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable
in accordance with its terms.


 


7.12       Entire
Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties and no party
shall be liable or bound to any other party in any manner by any warranties, representations, or covenants except as specifically
set forth herein or therein.


 






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7.13       Independent
Nature of Investors. The obligations of each Investor under this Agreement or other transaction document are several and not
joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations
of any other Investor under this Agreement or any other transaction document. Each Investor shall be responsible only for its own
representations, warranties, agreements and covenants hereunder. The decision of each Investor to purchase Units pursuant to this
Agreement has been made by such Investor independently of any other Investor and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial
or otherwise) or prospects of the Company which may have been made or given by any other Investor or by any agent or employee of
any other Investor, and no Investor or any of its agents or employees shall have any liability to any other Investor (or any other
person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any
other transaction document, and no action taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors
as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in
any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Except
as otherwise provided in this Agreement or any other transaction document, each Investor shall be entitled to independently protect
and enforce its rights arising out of this Agreement or out of the other transaction documents, and it shall not be necessary for
any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor represents and warrants
that it has been represented by its own separate legal counsel in connection with the transactions contemplated hereby and acknowledges
and understands that Wyrick has served as counsel to the Company only, and the Investors cannot rely upon Wyrick in any manner
with regard to their decision to participate in the transactions contemplated hereby. Each Investor also acknowledges and understands
that Duane Morris LLP has served as counsel to the Placement Agent only and the Investors cannot rely upon Duane Morris LLP in
any manner with regard to their decision to participate in the transactions contemplated hereby.


 


[Signature page follows.]


 




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IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


Company: 


 


Mustang Bio, Inc.


a Delaware corporation


 


  


	By:	 	 
	 	Name:	Michael Weiss	 
	 	Title:	President and CEO	 


 


 


Investors:


 


[TO SIGN AND COMPLETE OMNIBUS SIGNATURE PAGE ANNEXED HERETO]


  




     


     


    

 








APPENDIX A


 


Additional Definitions


 


For purposes of this
Agreement, the following additional capitalized terms shall have the respective definitions set forth below:


 


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


 


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


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


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


 


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


 


“Transaction
Documents” means this Agreement, the Placement Agent Agreement by and between the Company and the Placement Agent dated
as of August 3, 2016, and the warrant to purchase shares of Common Stock to be issued to the Placement Agent in connection with
each Closing, together with all exhibits and schedules thereto and hereto.


 


 


 


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