Exhibit
10.1


 


CELSION
CORPORATION


Shares
of Common Stock


(par
value $0.01 per share)


 


At
The Market Offering Agreement


 


May
25, 2022


H.C.
Wainwright & Co., LLC


430
Park Avenue


New
York, NY 10022


 


Ladies
and Gentlemen:


 


Celsion
Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with H.C. Wainwright & Co., LLC (the “Agent”), as follows:


 


1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell to or through the Agent, shares of common stock (the “Placement Shares”)
of the Company, par value $0.01 per share (the “Common Stock”); provided, however, that in no event
shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount
of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or
(b) exceeds the number of shares or dollar amount registered on the Prospectus Supplement (as defined below) or (c) would cause the Company
or the offering of the Placement Shares to not satisfy the eligibility and transaction requirements for use of Form S-3, including, if
applicable, General Instruction I.B.6. of Form S-3 (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding
anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section
1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that
the Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Agent will
be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring
the Company to use the Registration Statement to issue any Placement Shares.


 


The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder
(the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-3 (File No. 333-254515), including a base prospectus, relating to certain securities, including the Placement Shares
to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file
in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange
Act”). The Company has prepared a prospectus supplement to the base prospectus included as part of the registration statement,
which prospectus supplement specifically relates to the Placement Shares to be issued from time to time by the Company (the “Prospectus
Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such
registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares to be issued from time to time
by the Company. Except where the context otherwise requires, such registration statement, any post-effective amendment thereto, including
all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as
defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such
registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant
to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the is herein called the “Registration
Statement.” The base prospectus, including all documents incorporated therein by reference, to the extent such information
has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities
Act), included in the Registration Statement, as it may be supplemented, if necessary, by the Prospectus Supplement, in the form in which
such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b)
under the Securities Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.”
Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to
and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the
filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein.


 




    	 



     


    

 


Any
reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be
deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of any Prospectus
Supplement, the Prospectus or any Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes
of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed
to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or
if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).


 


2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by electronic notice (or other method mutually agreed to in writing by the parties) of the number of Placement
Shares, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold
in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is
attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule
3 (with a copy to each of the other individuals from the Company listed on such schedule) and shall be addressed to each of the individuals
from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective
unless and until (i) the Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire
amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement
has been terminated under the provisions of Section 12. The amount of any discount, commission or other compensation to be paid
by the Company to the Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set
forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor the Agent will have any obligation whatsoever
with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Agent and the Agent
does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein.
In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the
Placement Notice will control.


 




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3.
Sale of Placement Shares by the Agent. Subject to the terms and conditions of this Agreement, for the period specified in a Placement
Notice, the Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of The NASDAQ Capital Market (the “Exchange”), to sell
the Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Agent will
provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the
Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the
compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined
below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b)) from the
gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement Shares by
any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities. The Company
and the Agent agree that the Agent shall sell all of the Placement Shares through the Exchange at market prices. “Trading Day”
means any day on which shares of Common Stock are purchased and sold on the Exchange.


 


4.
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence
to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by
any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile
transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement
Shares (a “Suspension”); provided, however, that such Suspension shall not affect or impair any party’s obligations
with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect any obligation
under Sections 7(l), 7(m), and 7(n) with respect to the delivery of certificates, opinions, or comfort letters to
the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any
other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time.
Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public
information, the Company and the Agent agree that (i) no sale of Placement Shares will take place, (ii) the Company shall not request
the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell or offer to sell any Placement Shares.


 


5.
Sale and Delivery to the Agent; Settlement.


 


(a)
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms and conditions
herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described
therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent, for the period
specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices
and applicable law and regulations and the rules of the Exchange to sell such Placement Shares up to the amount specified in, and otherwise
in accordance with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the
Agent will be successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other
person or entity if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable
efforts consistent with its normal trading and sales practices and applicable law and regulations and rules of the Exchange to sell such
Placement Shares as required under this Agreement and (iii) the Agent shall be under no obligation to purchase Placement Shares on a
principal basis pursuant to this Agreement, except as otherwise agreed by the Agent and the Company.


 




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(b)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement
Shares will occur on the second (2nd ) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each sale
of Placement Shares no later than the opening day following the Trading Day that the Agent sold Placement Shares. The amount of proceeds
to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”)
will be equal to the aggregate sales price received by the Agent, after deduction for (i) the Agent’s commission, discount or other
compensation for such sales payable by the Company pursuant to Section 2 hereof, and (ii) any transaction fees imposed by any
clearing firm, execution broker or governmental or self-regulatory organization in respect of such sales.


 


(c)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have
given the Company written notice of such designee and such designee’s account information at least one Trading Day prior to the
Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery
as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in
good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated
by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults
in its obligation to deliver Placement Shares on a Settlement Date through no fault of the Agent, then in addition to and in no way limiting
the rights and obligations set forth in Section 11(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage,
or reasonable, documented expense (including reasonable and documented legal fees and expenses), as incurred, arising out of or in connection
with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent (without duplication) any commission,
discount, or other compensation to which it would otherwise have been entitled absent such default.


 


(d)
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares
if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant to
this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount, (B)
the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time
to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or
a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request
the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to
time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee and notified
to the Agent in writing. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement
Shares sold pursuant to this Agreement to exceed the Maximum Amount.


 


6.
Representations and Warranties of the Company. Except as disclosed in the Registration Statement or Prospectus (including the
Incorporated Documents), the Company represents and warrants to, and agrees with the Agent that as of the date of this Agreement and
as of each Applicable Time (as defined below), unless such representation, warranty or agreement specifies a different date or time:


 




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(a)
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for
and comply with the conditions for the use of Form S-3 under the Securities Act. The Registration Statement has been filed with the Commission
and has been declared effective by the Commission under the Securities Act. The Prospectus Supplement will name the Agent as the agent
in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order of the Commission
preventing or suspending the use of the Registration Statement or threatening or instituting proceedings for that purpose. The Registration
Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415 under the Securities Act
and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents that are required to be described
in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed.
Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all documents incorporated by reference
therein that were filed with the Commission on or prior to the date of this Agreement have been delivered, or are available through EDGAR,
to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each Settlement Date and completion
of the distribution of the Placement Shares, will not distribute any offering material in connection with the offering or sale of the
Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus to which the Agent has
consented (any such consent not to be unreasonably withheld, conditioned or delayed). The Common Stock is registered pursuant to Section
12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol “CLSN.” 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, delisting
the Common Stock from the Exchange, nor has the Company received any notification that the Commission or the Exchange is contemplating
terminating such registration or listing (that has not been cured). To the Company’s knowledge, it is in compliance with all applicable
listing requirements of the Exchange. The Company has no reason to believe that it will not in the foreseeable future continue to be
in compliance with all such listing and maintenance requirements.


 


(b)
No Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment
or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects
with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date,
will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes
effective, did not, and 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. The Prospectus and any amendment and supplement thereto, on the date
thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The
documents incorporated by reference in the Prospectus, or any Prospectus Supplement did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under
which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by Agent specifically for use in the preparation thereof.


 


(c)
Conformity with Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or any amendment or supplement thereto, any Prospectus Supplement, and the Incorporated Documents, when such documents were or are filed
with the Commission under the Securities Act or the Exchange Act or became or become effective under the Securities Act, as the case
may be, conformed or will conform in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable.


 




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(d)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly,
in all material respects, the financial position of the Company as of the dates indicated and the results of operations, cash flows and
changes in stockholders’ equity of the Company for the periods specified (subject, in the case of unaudited financial statements,
to normal year-end adjustments) and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and
in conformity with GAAP (as defined below) applied on a consistent basis during the periods involved; the other financial and statistical
data with respect to the Company contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer
Free Writing Prospectuses, if any, are accurately and fairly presented in all material respects and prepared on a basis consistent, in
all material respects, with the financial statements and books and records of the Company; there are no financial statements (historical
or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or the Prospectus that are
not included or incorporated by reference as required; the Company does not have any material liabilities or obligations, direct or contingent
(including any off-balance sheet obligations), not described in the Registration Statement (excluding the exhibits thereto), and the
Prospectus; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer Free
Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply, in all material respects, with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities
Act, to the extent applicable.


 


(e)
Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares
pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T.


 


(f)
Organization. The Company is, and will be, duly organized, validly existing as a corporation and in good standing under the laws
of the State of Delaware. The Company is, and will be, duly licensed or qualified as a foreign corporation for transaction of business
and in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business
requires such license or qualification, and has all corporate power and authority necessary to own or hold its properties and to conduct
its business as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing
or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would reasonably be expected
to have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects,
stockholders’ equity or results of operations of the Company, or prevent or materially interfere with consummation of the transactions
contemplated hereby (a “Material Adverse Effect”).


 


(g)
Subsidiaries. The wholly owned subsidiaries of the Company are: CLSN Laboratories, Inc., a Delaware corporation, and Celsion GmbH,
a special purpose subsidiary based in Zugg, Switzerland.


 


(h)
No Violation or Default. The Company is not (i) in violation of its certificate of incorporation, as amended, or its by-laws,
as amended and restated; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute such
a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the
property or assets of the Company is subject; or (iii) in violation of any law or statute or any judgment, order, rule or regulation
of any court or arbitrator or governmental or regulatory authority, except, in the case of each of clauses (ii) and (iii) above, for
any such violation or default that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
To the Company’s knowledge, no other party under any material contract or other agreement to which it is a party is in default
in any respect thereunder where such default would be reasonably expected to have a Material Adverse Effect.


 




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(i)
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Prospectus and the Issuer Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there
has not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in
a Material Adverse Effect, (ii) other than this Agreement, any transaction which is material to the Company, (iii) any obligation or
liability, direct or contingent (including any off-balance sheet obligations), incurred by the Company, which is material to the Company,
(iv) any material change in the capital stock (other than as a result of the sale of the Placement Shares) or outstanding long-term indebtedness
of the Company or (v) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company, other than
in each case above in the ordinary course of business or as otherwise disclosed in the Registration Statement or Prospectus (including
any document deemed incorporated by reference therein).


 


(j)
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and
nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights,
rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options or restricted stock units
or stock awards under the Company’s existing stock option plans, or changes in the number of outstanding shares of Common Stock
due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding
on the date hereof) and such authorized capital stock conforms in all material respects to the description thereof set forth in the Registration
Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate
in all material respects. Except as disclosed in or contemplated by the Registration Statement or the Prospectus (including in any document
incorporated by reference therein), as of the date referred to therein, the Company does not have outstanding any options to purchase,
or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts
or commitments to issue or sell, any shares of capital stock or other securities.


 


(k)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except to the extent that enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and
by general equitable principles.


 


(l)
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board
of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor
as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform in all material respects to the description thereof set forth in or incorporated into the Prospectus.


 




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(m)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator
or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the
issuance and sale by the Company of the Placement Shares, except for such consents, approvals, authorizations, orders and registrations
or qualifications as may be required under applicable state securities laws or by the by-laws and rules of the Financial Industry Regulatory
Authority (“FINRA”) or the Exchange in connection with the sale of the Placement Shares by the Agent.


 


(n)
No Preferential Rights. (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities
Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person
any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or
warrants to purchase Common Stock or upon the exercise of options or vesting of restricted stock units or stock awards that may be granted
from time to time under the Company’s stock option plans), (ii) no Person has any preemptive rights, resale rights, rights of first
refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or
shares of any other capital stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a
financial advisor to the Company in connection with the offer and sale of the Placement Shares, and (iv) no Person has the right, contractual
or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other
securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated
thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated
thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.


 


(o)
Independent Public Accounting Firm. WithumSmith+Brown, PC (the “Accountant”), whose report on the consolidated
financial statements of the Company is filed with the Commission as part of the Company’s most recent Annual Report on Form 10-K
filed with the Commission and incorporated by reference into the Registration Statement and the Prospectus, are and, during the periods
covered by their report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States) (the “PCAOB”). To the Company’s knowledge, the Accountant
is not in violation of the auditor independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”)
with respect to the Company.


 


(p)
Enforceability of Agreements. To the Company’s knowledge, all agreements between the Company and third parties expressly
referenced in the Prospectus, other than such agreements that have expired by their terms or the termination of which is disclosed in
documents filed by the Company on EDGAR, are legal, valid and binding obligations of the Company enforceable in accordance with their
respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification provisions
of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof, except for
any unenforceability that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.


 


(q)
No Litigation. There are no legal, governmental or regulatory actions, suits or proceedings pending, nor, to the Company’s
knowledge, any legal, governmental or regulatory audits or investigations, to which the Company is a party or to which any property of
the Company is the subject that, individually or in the aggregate, if determined adversely to the Company, would reasonably be expected
to have a Material Adverse Effect (other than those described in the Registration Statement, the Prospectus or any of the Incorporated
Documents) or materially and adversely affect the ability of the Company to perform its obligations under this Agreement; to the Company’s
knowledge, no such actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened
by others (other than those described in the Registration Statement, the Prospectus or any of the Incorporated Documents); and (i) there
are no current or pending legal, governmental or regulatory audits or investigations, actions, suits or proceedings that are required
under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are no contracts or other documents
that are required under the Securities Act to be filed as exhibits to the Registration Statement that are not so filed.


 




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(r)
Consents and Permits. The Company has made all filings, applications and submissions required by, possesses and is operating in
compliance with, all approvals, licenses, certificates, certifications, clearances, consents, grants, exemptions, marks, notifications,
orders, permits and other authorizations issued by, the appropriate federal, state or foreign governmental or regulatory authorities
(including, without limitation, the United States Food and Drug Administration (the “FDA”), the United States Drug
Enforcement Administration or any other foreign, federal, state, provincial, court or local government or regulatory authorities including
self-regulatory organizations engaged in the regulation of clinical trials, pharmaceuticals, biologics or biohazardous substances or
materials) necessary for the ownership or lease of their respective properties or to conduct its businesses as described in the Registration
Statement and the Prospectus (collectively, “Permits”), except for such Permits the failure of which to possess, obtain
or make the same would not reasonably be expected to have a Material Adverse Effect; the Company is in compliance with the terms and
conditions of all such Permits, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse
Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually or in the aggregate, would
not be reasonably expected to have a Material Adverse Effect; and the Company has not received any written notice of proceedings relating
to the limitation, revocation, cancellation, suspension, modification or non-renewal of any such Permit which, individually or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would be reasonably expected to have a Material Adverse Effect,
and has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course,
except where such failure to be renewed would not be reasonably expected to have a Material Adverse Effect. To the extent required by
applicable laws and regulations of the FDA, the Company has submitted to the FDA an Investigational New Drug Application or amendment
or supplement thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; to the Company’s knowledge,
all such submissions were in material compliance with applicable laws and rules and regulations when submitted and no material deficiencies
have been asserted by the FDA with respect to any such submissions.


 


(s)
Regulatory Filings. The Company has not failed to file with the applicable regulatory authorities (including, without limitation,
the FDA, or any foreign, federal, state, provincial or local governmental or regulatory authority performing functions similar to those
performed by the FDA) any required filing, declaration, listing, registration, report or submission, except for such failures that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; all such filings, declarations, listings, registrations,
reports or submissions were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect. The Company has operated
and currently is, in all material respects, in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable
rules and regulations of the FDA and other federal, state, local and foreign governmental bodies exercising comparable authority. The
Company has no knowledge of any studies, tests or trials not described in the Prospectus the results of which reasonably call into question
in any material respect the results of the studies, tests and trials described in the Prospectus.


 




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(t)
Intellectual Property. The Company owns, possesses, licenses or has other rights to use all foreign and domestic patents, patent
applications, trade and service marks, trade and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets,
technology, Internet domain names, know-how and other intellectual property (collectively, the “Intellectual Property”),
necessary for the conduct of its business as now conducted except to the extent that the failure to own, possess, license or otherwise
hold adequate rights to use such Intellectual Property would not, individually or in the aggregate, be reasonably expected to have a
Material Adverse Effect. Except as disclosed in the Registration Statement and the Prospectus (i) there are no rights of third parties
to any such Intellectual Property owned by the Company; (ii) to the Company’s knowledge, there is no infringement by third parties
of any such Intellectual Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding
or claim by others challenging the Company’s rights in or to any such Intellectual Property, and the Company is unaware of any
facts which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property;
(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company
infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of others; (vi) to the Company’s
knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims for which an Interference Proceeding
(as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application described in the Prospectus as being
owned by or licensed to the Company; and (vii) the Company has complied with the terms of each agreement pursuant to which Intellectual
Property has been licensed to the Company, and all such agreements are in full force and effect, except, in the case of any of clauses
(i)-(vii) above, for any such infringement by third parties or any such pending or threatened suit, action, proceeding or claim as would
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 


(u)
Clinical Studies. To the Company’s knowledge, the preclinical studies and tests and clinical trials described in the Prospectus
were, and, if still pending, are being, to the Company’s knowledge, conducted in all material respects in accordance with the experimental
protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product
candidates comparable to those being developed by the Company; the descriptions of such studies, tests and trials, and the results thereof,
contained in the Prospectus are accurate and complete in all material respects; the Company is not aware of any tests, studies or trials
not described in the Prospectus, the results of which reasonably call into question the results of the tests, studies and trials described
in the Prospectus; and the Company has not received any written notice or correspondence from the FDA or any foreign, state or local
governmental body exercising comparable authority or any institutional review board or comparable authority requiring the termination,
suspension, clinical hold or material modification of any tests, studies or trials.


 


(v)
Market Capitalization. (a) At the time the Registration Statement was or will be declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for
the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3, if applicable. As
of the close of trading on the Exchange on May 24, 2022, the aggregate market value of the outstanding voting and non-voting common
equity (as defined in Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Rule 144 of the Securities
Act, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control
with, the Company) (the “Non-Affiliate Shares”), was approximately $43,940,860 million (calculated by multiplying
(x) the price at which the Common Stock of the Company was last sold on the Exchange on April 5, 2022 times (y) the number of
Non-Affiliate Shares). The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell
company for at least 12 calendar months previously.


 




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(w)
No Material Defaults. The Company has not defaulted on any installment on indebtedness for borrowed money or on any rental on
one or more long-term leases, which defaults, individually or in the aggregate, would reasonably be expected to have a Material Adverse
Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 


(x)
Certain Market Activities. Neither the Company nor any of its directors, officers or controlling persons has taken, directly or
indirectly, any action designed, or that has constituted or might reasonably be expected to cause or result in, under the Exchange Act
or otherwise, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement
Shares.


 


(y)
Broker/Dealer Relationships. Neither the Company nor any related entities (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,
controls or is a “person associated with a member” or “associated person of a member” (within the meaning set
forth in the FINRA Manual).


 


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


 


(aa)
Taxes. The Company has filed all federal, state, local and foreign tax returns which have been required to be filed and paid all
taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith,
except where the failure to so file or pay would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed
in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company which
has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge
of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against
it which would reasonably be expected to have a Material Adverse Effect.


 


(bb)
Title to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company has good
and marketable title in fee simple to all items of real property owned by it, good and valid title to all tangible personal property
described in the Registration Statement or Prospectus as being owned by it that are material to the business of the Company, in each
case free and clear of all liens, encumbrances and claims, except those that (i) do not materially interfere with the use made and proposed
to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect. Any real or tangible personal property described in the Registration Statement or Prospectus as being leased by the Company
is held by it under valid, existing and enforceable leases, except those that (A) do not materially interfere with the use made or proposed
to be made of such property by the Company or (B) would not be reasonably expected, individually or in the aggregate, to have a Material
Adverse Effect. Each of the properties of the Company complies with all applicable codes, laws and regulations (including, without limitation,
building and zoning codes, laws and regulations and laws relating to access to such properties), except if and to the extent disclosed
in the Registration Statement or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably
be expected to interfere in any material respect with the use made and proposed to be made of such property by the Company or otherwise
have a Material Adverse Effect. The Company has not received from any governmental or regulatory authorities any notice of any condemnation
of, or zoning change affecting, the properties of the Company, and the Company knows of no such condemnation or zoning change which is
threatened, except for such that would not reasonably be expected to interfere in any material respect with the use made and proposed
to be made of such property by the Company or otherwise have a Material Adverse Effect, individually or in the aggregate.


 




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(cc)
Environmental Laws. Except as set forth in the Registration Statement or the Prospectus, the Company (i) is in compliance with
any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of
human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental
Laws”); (ii) has received and is in compliance with all permits, licenses or other approvals required of it under applicable
Environmental Laws to conduct its business as described in the Registration Statement and the Prospectus; and (iii) has not received
notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances
or wastes, pollutants or contaminants, except, in the case of any of clauses (i), (ii) or (iii) above, for any such failure to comply
or failure to receive required permits, licenses, other approvals or liability as would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.


 


(dd)
Disclosure Controls. The Company maintains systems of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. The Company’s internal control over financial reporting is effective and the Company is
not aware of any material weaknesses in its internal control over financial reporting (other than as set forth in the Prospectus). Since
the date of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures
to ensure that material information relating to the Company is made known to the certifying officers by others within those entities,
particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case
may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s controls and
procedures as of a date within 90 days prior to the filing date of the Form 10-K for the fiscal year most recently ended (such date,
the “Evaluation Date”). The Company presented in its Form 10-K for the fiscal year most recently ended the conclusions
of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date and the disclosure controls and procedures are effective. Since the Evaluation Date, there have been no significant changes in the
Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s
knowledge, in other factors that could significantly affect the Company’s internal controls.


 


(ee)
Sarbanes-Oxley. There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s
directors or officers, in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer
of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company
as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules,
forms, statements and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding
sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such
terms in the Sarbanes-Oxley Act.


 




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(ff)
Finder’s Fees. The Company has not incurred any liability for any finder’s fees, brokerage commissions or similar
payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to Agent pursuant to this
Agreement.


 


(gg)
Labor Disputes. No labor disturbance by or dispute with employees of the Company exists or, to the knowledge of the Company, is
threatened which would reasonably be expected to result in a Material Adverse Effect.


 


(hh)
Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Placement Shares, will not
be an “investment company” or an entity “controlled” by an “investment company,” as such terms are
defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).


 


(ii)
Operations. 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, the money laundering statutes
of all jurisdictions to which the Company is subject, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”),
except as would not reasonably be expected to result in a Material Adverse Effect; 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.


 


(jj)
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company,
and/or, to the knowledge of the Company, any of its affiliates and any unconsolidated entity, including, but not limited to, any structural
finance, special purpose or limited purpose entity (each, an “Off Balance Sheet Transaction”) that would reasonably
be expected to affect materially the Company’s liquidity or the availability of or requirements for its capital resources, including
those Off Balance Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of
Financial Conditions and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which
have not been described as required.


 


(kk)
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”
or continuous equity transaction.


 


(ll)
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by
the Company or any of its affiliates for employees or former employees of the Company has been maintained in material compliance with
its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the
Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of Section 406
of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect to any such
plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that is subject to the
funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section
412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such plan (excluding for these
purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan determined using reasonable
actuarial assumptions.


 




    	13



     


    

 


(mm)
Forward Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. The Forward Looking Statements
incorporated by reference in the Registration Statement and the Prospectus from the Company’s Annual Report on Form 10-K for the
fiscal year most recently ended (i) are within the coverage of the safe harbor for forward looking statements set forth in Section 27A
of the Securities Act, Rule 175(b) under the Securities Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) at the time when
made, were made by the Company with a reasonable basis and in good faith and reflect the Company’s good faith commercially reasonable
best estimate of the matters described therein, and (iii) have been prepared in accordance with Item 10 of Regulation S-K under the Securities
Act.


 


(nn)
Agent Purchases. The Company acknowledges and agrees that Agent has informed the Company that the Agent may, to the extent permitted
under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in effect,
provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent each Agent
may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a
similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by the Agent.


 


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


 


(pp)
Insurance. The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably
believes are adequate for the conduct of its properties and as is customary for companies engaged in similar businesses in similar industries.


 


(qq)
No Improper Practices. (i) Neither the Company nor, to the Company’s knowledge, any of its executive officers has, in the
past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any contribution
in violation of law) or made any contribution or other payment to any official of, or candidate for, any federal, state, municipal, or
foreign office or other person charged with similar public or quasi-public duty in violation of any law or of the character required
to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the Company or, to the Company’s
knowledge, any of affiliate of the Company, on the one hand, and the directors, officers and stockholders of the Company, on the other
hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus that is not so described;
(iii) no relationship, direct or indirect, exists between or among the Company or any of its affiliates, on the one hand, and the directors,
officers, or stockholders of the Company, on the other hand, that is required by the rules of FINRA to be described in the Registration
Statement and the Prospectus that is not so described; (iv) except as described in the Prospectus, there are no material outstanding
loans or advances or material guarantees of indebtedness by the Company to or for the benefit of any of its officers or directors or
any of the members of the families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common
Stock to any person with the intent to influence unlawfully (A) a customer or supplier of the Company to alter the customer’s or
supplier’s level or type of business with the Company or (B) a trade journalist or publication to write or publish favorable information
about the Company or any of its products or services, and, (vi) neither the Company nor, to the Company’s knowledge, any employee
or agent of the Company has made any payment of funds of the Company or received or retained any funds in violation of any law, rule
or regulation (including, without limitation, the Foreign Corrupt Practices Act of 1977), which payment, receipt or retention of funds
is of a character required to be disclosed in the Registration Statement or the Prospectus.


 




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(rr)
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.


 


(ss)
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and
as of each Applicable Time (as defined in Section 24 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in
or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by
the Agent specifically for use therein.


 


(tt)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation
of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and
thereof will conflict with, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute
a default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company pursuant to the terms of any contract or other agreement to which the Company is bound or to which any of the
property or assets of the Company is subject, except (i) such conflicts, breaches or defaults as may have been waived and (ii) such conflicts,
breaches and defaults that would not reasonably be expected to have a Material Adverse Effect; nor will such action result (x) in any
violation of the provisions of the organizational or governing documents of the Company, or (y) in any violation of the provisions of
any statute or any order, rule or regulation applicable to the Company or of any court or of any federal, state or other regulatory authority
or other government body having jurisdiction over the Company other than, with respect to this clause (y) only, any violation that would
not reasonably be expected to have a Material Adverse Effect.


 


(uu)
Sanctions. (i) The Company represents that neither the Company nor, to the Company’s knowledge, any director, officer, employee,
agent, affiliate or representative of the Company, is a government, individual, or entity (in this paragraph (uu), “Person”)
that is, or is owned or controlled by a Person that is:


 


(A)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), nor


 


(B)
located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar,
Cuba, Iran, North Korea, Sudan and Syria).


 


(ii)
The Company represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:


 


(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such
funding or facilitation, is the subject of Sanctions; or


 




    	15



     


    

 


(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).


 


(iii)
The Company represents and covenants that, except as detailed in the Registration Statement and the Prospectus, for the past five (5)
years, it has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with any
Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.


 


(vv)
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required
to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.


 


(ww)
Compliance with Laws. Except as set forth in the Registration Statement or the Prospectus, the Company: (A) is and at all times
has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging,
processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product
manufactured or distributed by the Company (“Applicable Laws”); (B) has not received any FDA Form 483, notice of adverse
finding, warning letter, untitled letter or other correspondence or notice from the FDA or any other governmental authority alleging
or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits and
supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses all Authorizations
and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations; (D) has
not received notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any
governmental authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations
and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (E) has not received notice that any governmental authority has taken, is taking or intends to take
action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority is considering
such action; (F) has filed, obtained, maintained or submitted all reports, documents, forms, notices, applications, records, claims,
submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed
(or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post-sale warning,
“dear doctor” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product or any
alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends to initiate
any such notice or action; subject, in each case, to such exceptions as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.


 


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


 




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


 


(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any
Placement Shares is required to be delivered by Agent under the Securities Act (including in circumstances where such requirement may
be satisfied pursuant to Rule 172 under the Securities Act), (i) the Company will notify the Agent promptly of the time when any subsequent
amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has
become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment
or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare and file with
the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or Prospectus that,
in such Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by
the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company of any obligation or liability
hereunder, or affect the Agent’s right to rely on the representations and warranties made by the Company in this Agreement and
provided, further, that the only remedy the Agent shall have with respect to the failure to make such filing shall be to cease making
sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement
to the Registration Statement or Prospectus relating to the Placement Shares or a security convertible into the Placement Shares unless
a copy thereof has been submitted to Agent within a reasonable period of time before the filing and the Agent has not objected in writing
thereto within two (2) Business Days (provided, however, that the failure of the Agent to make such objection shall not relieve the Company
of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and the Company has no obligation to provide the Agent any advance copy of such filing or to provide the Agent
an opportunity to object to such filing if such filing does not name the Agent and does not relate to the transactions contemplated by
this Agreement, and provided, further, that the only remedy the Agent shall have with respect to the failure by the Company to provide
the Agent with such copy shall be to cease making sales under this Agreement) and the Company will furnish to the Agent at the time of
filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus,
except for those documents available via EDGAR; and (iv) the Company will cause each amendment or supplement to the Prospectus to be
filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act or, in the case of any
document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the
time period prescribed (the determination to file or not file any amendment or supplement with the Commission under this Section 7(a),
based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by the Company).


 


(b)
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement
or any order preventing or suspending the use of the Prospectus, of the suspension of the qualification of the Placement Shares for offering
or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose or of any request by the Commission
for amending or supplementing of the Registration Statement or the Prospectus; and it will promptly use its commercially reasonable efforts
to prevent the issuance of any stop order or of any order preventing or suspending the use of the Prospectus or suspending any such qualification
of the Placement Shares or to obtain its withdrawal if such a stop order or other order should be issued. The Company will advise the
Agent promptly after it receives any request by the Commission for any amendments to the Registration Statement or any amendment or supplements
to the Prospectus or any Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares
or for additional information related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.


 




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(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required
to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use best efforts to comply in
all material respects with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before
their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted
any information from the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply
with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly
of all such filings. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would
include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light
of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration
Statement or Prospectus to comply with the Securities Act, the Company shall promptly notify Agent to suspend the offering of Placement
Shares during such period and the Company shall promptly amend or supplement the Registration Statement or Prospectus (at the expense
of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that the Company may delay
any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.
Until such time as the Company shall have corrected such statement or omission or effected such compliance, the Company shall not notify
the Agent to resume the offering of Placement Shares.


 


(d)
Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered
by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares, the Company will use its reasonable
best efforts to cause the Placement Shares to be listed on the Exchange.


 


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


 


(f)
Earnings Statement. To the extent not available on EDGAR, the Company will make generally available to its security holders as
soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings
statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.


 


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


 




    	18



     


    

 


(h)
Notice of Other Sales. Without the prior written consent of Agent, the Company will not, directly or indirectly, offer to sell,
sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant
to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common
Stock during the period beginning on the third (3rd) Trading Day immediately prior to the date on which any Placement Notice
is delivered to Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date
with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” equity transaction similar to the transactions contemplated by this Agreement
involving an offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the
Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any
rights to purchase or acquire, Common Stock prior to the termination of this Agreement; provided, however, that such restrictions will
not apply in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase Common Stock or restricted
stock units or stock awards or Common Stock issuable upon the exercise of options or vesting of restricted stock units, pursuant to any
employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Stock subject
to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, (ii)
Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and
disclosed in filings by the Company available on EDGAR or otherwise in writing to the Agent, or (iii) Common Stock or securities
convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, other business combinations or
strategic alliances occurring after the date of this Agreement which are not issued for capital raising purposes.


 


(i)
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect
any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.


 


(j)
Due Diligence Cooperation. Upon commencement of the offering of the Placement Shares under this Agreement (and upon the recommencement
of the offering of the Placement Shares under this Agreement following the termination of a suspension of sales hereunder lasting more
than 30 Trading Days), and at each Representation Date, the Company will conduct a due diligence session, in form and substance, reasonably
satisfactory to the Agent, which shall include representatives of management and the Accountant. The Company shall cooperate timely with
any reasonable due diligence request from or review conducted by the Agent or its agents from time to time in connection with the transactions
contemplated by this Agreement, including, without limitation, providing information and available documents and access to appropriate
corporate officers and the Company’s agents during regular business hours, and timely furnishing or causing to be furnished such
certificates and letters from the Company, its officers and its agents, as the Agent may reasonably request.


 


(k)
Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall
require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the
Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth,
within the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company and the compensation
payable by the Company to the Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus
supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange
or market.


 




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(l)
Representation Dates; Certificate. Each time during the term of this Agreement that the Company:


 


(i)
amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares)
the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement
but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement
Shares;


 


(ii)
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended audited financial information
or a material amendment to the previously filed Form 10-K);


 


(iii)
files its quarterly reports on Form 10-Q under the Exchange Act; or


 


(iv)
files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain
properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act;
(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);
the Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information
contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(l). The requirement to provide
a certificate under this Section 7(l) shall be waived for any Representation Date occurring at a time a Suspension is in effect
or at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a
Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation
Date. Notwithstanding the foregoing, (i) upon delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides
to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Agent with a
certificate under this Section 7(l), then before the Agent sells any Placement Shares, the Company shall provide the Agent with
a certificate in conformity with this Section 7(l) dated as of the date that the instructions for the sale of Placement Shares
are issued.


 


(m)
Legal Opinion. On the date of the initial filing of the Prospectus Supplement hereunder, the Company shall cause to be furnished
to the Agent a written opinion and a negative assurance letter of Baker McKenzie LLP (“Company Counsel”), or other
counsel reasonably satisfactory to the Agent, each in form and substance reasonably satisfactory to the Agent. Thereafter, within five
(5) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached
hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent a negative assurance letter
of Company Counsel in form and substance reasonably satisfactory to the Agent; provided that, in lieu of such negative assurance for
subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance Letter”)
to the effect that the Agent may rely on the negative assurance letter previously delivered under this Section 7(m) to the same extent
as if it were dated the date of such letter (except that statements in such prior letter shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter.


 




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(n)
Comfort Letter. On the date of the initial filing of the Prospectus Supplement hereunder and within five (5) Trading Days after
each subsequent Representation Date, other than pursuant to Section 7(l)(iii), the Company shall cause its independent accountants to
furnish the Agent letters (the “Comfort Letter”), dated the date the Comfort Letter is delivered, which shall meet
the requirements set forth in this Section 7(n), provided that, if the Agent reasonably requests a Comfort Letter in connection with
a Representation Date pursuant to Section 7(l)(iii), upon such request, a Comfort Letter shall be deliverable to the Agent hereunder.
The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to the Agent,
(i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the PCAOB, (ii) stating,
as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered
by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter,
the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been
included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement
and the Prospectus, as amended and supplemented to the date of such letter.


 


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


 


(p)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that it will not be or
become, at any time prior to the termination of this Agreement, required to register as an “investment company,” as such
term is defined in the Investment Company Act.


 


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


 


(r)
Sarbanes-Oxley Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal
accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted accounting principles and including those policies
and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions
and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit
the preparation of the Company’s financial statements in accordance with generally accepted accounting principles, (iii) that receipts
and expenditures of the Company are being made only in accordance with management’s and the Company’s directors’ authorization,
and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the
Company’s assets that could have a material effect on its financial statements. The Company will maintain such controls and other
procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable regulations
thereunder that are 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 recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules
and forms, 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 and principal financial officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure and to ensure that material information relating to the Company is made known to
it by others within the organization, particularly during the period in which such periodic reports are being prepared.


 




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(s)
Secretary’s Certificate; Further Documentation. On or prior to the date of the first Placement Notice, the Company shall
deliver to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of
such date, certifying as to (i) the certificate of incorporation of the Company, (ii) the by-laws of the Company, (iii) the resolutions
of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the
Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated
by this Agreement. Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further
information, certificates and documents as the Agent may reasonably request.


 


8.
Representations and Covenants of the Agent. The Agent represents and warrants that it is duly registered as a broker-dealer under
FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Placement Shares will be offered and sold,
except such states in which the Agent is exempt from registration or such registration is not otherwise required. The Agent shall continue,
for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and
regulations of each state in which the Placement Shares will be offered and sold, except such states in which it is exempt from registration,
or such registration is not otherwise required, during the term of this Agreement. The Agent shall comply with all applicable law and
regulations in connection with the transactions contemplated by this Agreement, including the issuance and sale through the Agent of
the Placement Shares.


 


9.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, whether
or not the transactions contemplated hereby are consummated, including (i) the preparation and filing of the Registration Statement,
including any fees required by the Commission, and the printing or electronic delivery of the Prospectus as originally filed and of each
amendment and supplement thereto, in such number as the Agent shall deem necessary, (ii) the printing and delivery to the Agent of this
Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement
Shares, (iii) the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any
stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery
of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel, accountants and other advisors to the Company,
(v) the reasonable and documented out-of-pocket fees and disbursements of the counsel to the Agent, payable upon the execution of this
Agreement, in an amount not to exceed $35,000, (vi) the qualification or exemption of the Placement Shares under state securities laws
in accordance with the provisions of Section 7(r) hereof, including filing fees, but excluding fees of the Agent’s counsel,
(vii) the printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus and the Prospectus and any amendments
or supplements thereto in such number as the Agent shall deem necessary, (viii) the preparation, printing and delivery to the Agent of
copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for the Common Stock, (x) the filing and
other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including the fees of the Agent’s counsel
(subject to the cap, set forth in clause (v) above), (xi) the fees and expenses incurred in connection with the listing of the Placement
Shares on the Exchange, and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder.


 




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10.
Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject
to the continuing accuracy and completeness of the representations and warranties made by the Company herein on the date hereof, on each
Representation Date, on each Applicable Time and on each Settlement Date, to the due performance in all material respects by the Company
of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable judgment,
and to the continuing reasonable satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:


 


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


 


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


 


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


 


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


 


(e)
Legal Opinion. The Agent shall have received the opinions of (i) Company Counsel required to be delivered pursuant to Section
7(m) on or before the date on which such delivery of such opinion is required pursuant to Section 7(m).


 




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


 


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


 


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


 


(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other as the Agent may reasonably
request and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type
contemplated hereby. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.


 


(j)
Securities Act Filings Made. All filings with the Commission with respect to the Placement Shares required by Rule 424 under the
Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable
time period prescribed for such filing by Rule 424.


 


(k)
Approval for Listing. The Placement Shares shall either have been approved for listing on the Exchange, subject only to notice
of issuance, or the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the
issuance of any Placement Notice.


 


(l)
FINRA. FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable or payable
to the Agent as described in the Prospectus.


 


(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 13(a).


 


If
any of the conditions specified in this Section 10 shall not have been fulfilled when and as provided in this Agreement, or if any of
the opinions, letters, and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and
substance to the Agent and counsel for the Agent, this Agreement and all obligations of the Agent hereunder may be canceled at, or at
any time prior to, any Settlement Date or the time of delivery of the Placement Shares, as appliable, by the Agent. Notice of such cancellation
shall be given to the Company in writing or by telephone confirmed in writing by email or facsimile.


 


11.
Indemnification and Contribution.


 


(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its partners, members, directors, officers,
employees and agents and each person, if any, who controls the Agent within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act as follows:


 




    	24



     


    

 


(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;


 


(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 11(d) below) any such settlement is effected with the written consent of the Company, which consent shall
not unreasonably be delayed or withheld; and


 


(iii)
against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel), incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent
that any such expense is not paid under (i) or (ii) above, provided, however, that this indemnity agreement shall not apply
to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement
or omission made solely in reliance upon and in conformity with written information furnished to the Company by the Agent expressly for
use in the Registration Statement (or any amendment thereto), or in any related Issuer Free Writing Prospectus or the Prospectus (or
any amendment or supplement thereto).


 


(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer and director
of the Company who signed the Registration Statement, 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 against any and all loss, liability, claim, damage and expense described in
the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement
thereto) in reliance upon and in conformity with information relating to the Agent and furnished to the Company in writing by the Agent
expressly for use therein. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly
for use in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or any amendment or supplement thereto)
are the statements set forth in the second sentence of the seventh paragraph under the caption “Plan of Distribution”
in the Prospectus.


 




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(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 11 will, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 11, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 11 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 11 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except
for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified
party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will
be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel reasonably satisfactory to the indemnified party to assume the
defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the
reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood
that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction
at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying
party promptly after the indemnifying party receives a written invoice relating to the fees, disbursements and other charges in reasonable
detail. An indemnifying party will not, in any event, be liable for any settlement or compromise or consent to the entry of any judgment
in any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified
party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated by this Section 11 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent (1) includes an unconditional release of each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act
by or on behalf of any indemnified party.


 


(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for reasonable fees and expenses of counsel for which it is entitled to be reimbursed under this Section 11,
such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 11(a)(ii) effected
without its written consent if (1) such settlement is entered into more than 45 days after receipt by such indemnifying party of the
aforesaid request, (2) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such
settlement being entered into and (3) such indemnifying party shall not have reimbursed such indemnified party in accordance with such
request prior to the date of such settlement.


 




    	26



     


    

 


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


 


12.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of
this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive,
as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the
Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares
and payment therefor or (iii) any termination of this Agreement.


 




    	27



     


    

 


13.
Termination.


 


(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the
time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any development
or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results
of operations or prospects of the Company, whether or not arising in the ordinary course of business, which individually or in the aggregate,
in the sole judgment of the Agent is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to
enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets
in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis
or any change or development involving a prospective change in national or international political, financial or economic conditions,
in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable or inadvisable to market the Placement
Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Stock has been suspended or limited
by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading
have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter
market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United
States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities.
Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment
of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery),
Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain
in full force and effect notwithstanding such termination. If the Agent elects to terminate this Agreement as provided in this Section
13(a), the Agent shall provide the required notice as specified in Section 14 (Notices).


 


(b)
The Company shall have the right, by giving ten (10) days’ notice as hereinafter specified to terminate this Agreement in its sole
discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party
except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section
12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section
19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.


 


(c)
The Agent or the Company shall have the right, by giving ten (10) days’ notice to the other party to terminate this Agreement in
its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any
other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial)
and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.


 


(d)
Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale
of all of the Placement Shares through the Agent on the terms and subject to the conditions set forth herein; provided that the provisions
of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and
Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction)
hereof shall remain in full force and effect notwithstanding such termination.


 




    	28



     


    

 


(e)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or
(d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution),
Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial)
and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination.


 


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


 


14.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the
terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:


 


H.C.
Wainwright & Co., LLC


430
Park Avenue


New
York, New York 10022


Attn:
Chief Executive Officer


Email: 


 


with
a copy to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attention:
John J. Hart, Esq.


Telephone:
(212) 931-8706


Email: 


 


and
if to the Company, shall be delivered to:


 


Celsion
Corporation


997
Lenox Drive, Suite 100


Lawrenceville,
NJ 08648


Attention:
Jeffrey W. Church


Email:


 


with
a copy to:


 


Baker
McKenzie LLP


452
Fifth Avenue


New
York, NY 10018


Attention:
Steven Canner, Esq.


Telephone:
212-626-4884


Email:


 




    	29



     


    

 


Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address
for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable
facsimile transmission on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next
succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier or if delivered
personally, by email, or by verifiable facsimile transmission after 4:30 p.m., New York City time, on a Business Day, and (iii) on the
Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid).
For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the
City of New York are open for business; provided, however, for clarification, commercial banks shall not be deemed to be
authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York
are generally are open for use by customers on such day.


 


15.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective
successors and the affiliates, controlling persons, officers and directors referred to in Section 10 hereof. References to any
of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in
this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other
party.


 


16.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall
be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.


 


17.
Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof
may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by
a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is
valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or
unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No waiver of
any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay
or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


18.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE
COMPANY AND THE AGENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. IF EITHER PARTY SHALL
COMMENCE AN ACTION OR PROCEEDING TO ENFORCE ANY PROVISION OF THIS AGREEMENT, THEN THE PREVAILING PARTY IN SUCH ACTION OR PROCEEDING SHALL
BE REIMBURSED BY THE OTHER PARTY FOR ITS REASONABLE ATTORNEY’S FEES AND OTHER COSTS AND EXPENSES INCURRED WITH THE INVESTIGATION,
PREPARATION AND PROSECUTION OF SUCH ACTION OR PROCEEDING.


 




    	30



     


    

 


19.
CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM
OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO
SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.


 


20.
Use of Information. The Agent may not provide any information gained in connection with this Agreement and the transactions contemplated
by this Agreement, including due diligence, to any third party other than its legal counsel advising it on this Agreement unless expressly
approved by the Company in writing.


 


21.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made
by facsimile transmission or email of a .pdf attachment.


 


22.
Effect of Headings. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof.


 


23.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of
the Agent, which shall not be unreasonably withheld, conditioned or delayed, and the Agent represents, warrants and agrees that, unless
it obtains the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, it has not made and will
not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise
constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing
prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free
Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free
Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with
the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required,
legending and record keeping. 








 




    	31



     


    

 


24.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a)
the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;


 


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


 


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


 


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


 


(e)
it waives, to the fullest extent permitted by law, any claims it may have against the Agent for breach of fiduciary duty or alleged breach
of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent shall not have any liability
(whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting
a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of the
Agent’s obligations under this Agreement and to keep information provided by the Company to the Agent and the Agent’s counsel
confidential to the extent not otherwise publicly-available.


 


25.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:


 


“Applicable
Time” means (i) each Representation Date and (ii) the time of each sale of any Placement Shares pursuant to this Agreement.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the Placement
Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt
from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering thereof that does
not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed,
in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act.


 




    	32



     


    

 


“Rule
172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),”
“Rule 430B,” and “Rule 433” refer to such rules under the Securities Act.


 


All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.


 


All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall
be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing
Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)
shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”
to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection
with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.


 


[Signature
Page Follows]


 




    	33



     


    

 


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


 


	 	Very
    truly yours,
	 	 
	 	CELSION
    CORPORATION
	 	 	 
	 	By:	/s/Michael
    H. Tardugno
	 	Name:	Michael
    H. Tardugno
	 	Title:	Chairman,
    President and Chief Executive Officer
	 	 	 
	 	ACCEPTED
    as of the date first-above written:
	 	 
	 	H.C.
    WAINWRIGHT & CO., LLC
	 	 	 
	 	By:	/s/
Mark W. Viklund
	 	Name:	Mark W. Viklund
	 	Title:	Chief Executive Officer


 


[Signature
Page]


Celsion
Corporation - Sales Agreement


 




    	 



     


    

 


SCHEDULE
1


FORM
OF PLACEMENT NOTICE


 


	 	From:	Celsion
    Corporation	 
	 	 	 	 
	 	To:	H.C.
    Wainwright & Co., LLC	 
	 	 	 	 
	 	Attention:	 	 
	 	 	 	 
	 	Subject:	Placement
    Notice	 


 


Ladies
and Gentlemen:


 


Pursuant
to the terms and subject to the conditions contained in the At The Market Offering Agreement between Celsion Corporation, a Delaware
corporation (the “Company”), and H.C. Wainwright & Co., LLC (the “Agent”), dated May 25,
2022, the Company hereby requests that the Agent sell up to ______ of the Company’s common stock, par value $0.01 per share,
at a minimum market price of $_______ per share, during the time period beginning [month, day, time] and ending [month, day, time].


 




    	 



     


    

 


SCHEDULE
2


COMPENSATION


 


The
Company shall pay to the Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to 3.0% of the
aggregate gross proceeds from each sale of Placement Shares.


 




    	 



     


    

 


SCHEDULE
3


Notice
Parties


 


The
Company


 


	Jeffrey
                                            W. Church

     

    Michael
    H. Tardugno

     

    Constantine
    Kardaras
	

     

    

     

    

	Agent