Exhibit 10.1

   

  SECURITIES
        PURCHASE AGREEMENT

   

  This
      Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2022, between Aquestive Therapeutics,
      Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and each purchaser
      identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively
      the “Purchasers”).

   

  WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant to an effective registration statement under the
      Securities Act (as defined below), the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and
      not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

   

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

   

  ARTICLE
        I.

      DEFINITIONS

   

  1.1 Definitions.  In
      addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings
      set forth in this Section 1.1:

   

  “Acquiring
        Person” shall have the meaning ascribed to such term in Section 4.5.

   

  “Action”
      shall have the meaning ascribed to such term in Section 3.1(j).

   

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

   

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

   

  “Blank
        Rome” means Blank Rome LLP, counsel to the Placement Agent, with offices located at 1271 Avenue of the Americas, New
      York, New York 10020.

   

  “Business
        Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
      or required by law to remain closed; 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 generally are open for use by customers on such day.

   

  “Closing”
      means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

   

  “Closing
        Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by
      the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription
      Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in
      no event later than the second (2nd) Trading Day following the date hereof.

  
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  “Commission”
      means the United States Securities and Exchange Commission.

   

  “Common
        Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
      such securities may hereafter be reclassified or changed.

   

  “Common
        Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
      acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
      that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
      Common Stock.

   

  “Common
        Warrant Shares” means the shares of Common Stock issuable upon exercise of the Common Warrants.

   

  “Common
        Warrants” means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance
      with Section 2.2(a) hereof, which Warrants shall be exercisable beginning on the six (6) month anniversary of the Closing Date
      and have a term of exercise equal to five (5) years from the Closing Date, in the form of Exhibit A attached
      hereto.

   

  “Company
        Counsel” means Dechert LLP, with offices located at 1095 Avenue of the Americas, New York, New York 10036.

   

  “Disclosure
        Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

   

  “Disclosure
        Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time)
      and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following
      the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed
      between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York
      City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

   

  “EMA”
      shall have the meaning ascribed to such term in Section 3.1(hh).

   

  “Evaluation
        Date” shall have the meaning ascribed to such term in Section 3.1(s).

   

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

   

  “Exempt
        Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors or consultants
      of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of
      the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose for
      services rendered to the Company, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder,
      and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the
      date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number
      of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection
      with stock splits or combinations) or to extend the term of such securities, and (c) securities issued pursuant to acquisitions
      or strategic transactions approved by a majority of the disinterested directors of the Company, provided that such securities
      are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require or permit
      the filing of any registration statement in connection therewith during the prohibition period in Section 4.12(a) herein, and
      provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its
      subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall
      provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
      the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
      in securities.

  
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  “FCPA”
      means the Foreign Corrupt Practices Act of 1977, as amended.

   

  “FDA”
      shall have the meaning ascribed to such term in Section 3.1(hh).

   

  “FDCA”
      shall have the meaning ascribed to such term in Section 3.1(hh).

   

  “GAAP”
      shall have the meaning ascribed to such term in Section 3.1(h).

   

  “Indebtedness”
      shall have the meaning ascribed to such term in Section 3.1(aa).

   

  “Intellectual
        Property Rights” shall have the meaning ascribed to such term in Section 3.1(p).

   

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

   

  “Lock-Up
        Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and
      officers of the Company, in the form of Exhibit C attached hereto.

   

  “Material
        Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

   

  “Material
        Permits” shall have the meaning ascribed to such term in Section 3.1(n).

   

  “Per
        Share Purchase Price” equals [$0.96][$1.09], subject to adjustment for reverse and forward stock splits,
      stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement,
      provided that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.0001.

   

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

   

  “Placement
        Agent” means A.G.P./Alliance Global Partners.

   

  “Placement
        Agency Agreement” means that certain placement agent agreement dated as of the date hereof between the Company and the
      Placement Agent.

   

  “Pre-Funded
        Warrant Shares” means the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants.

   

  “Pre-Funded
        Warrants” means, collectively, the Pre-Funded Common Stock purchase warrants delivered to the Purchasers at the Closing
      in accordance with Section 2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised
      in full, in the form of Exhibit B attached hereto.

  
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  “Proceeding”
      means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

   

  “Prospectus”
      means the final prospectus filed for the Registration Statement, including the information incorporated by reference therein.

   

  “Prospectus
        Supplement” means the supplement to the Prospectus complying with Rule 424(b) of the Securities Act that is filed with
      the Commission, including the information incorporated by reference therein, and delivered by the Company to each Purchaser at
      the Closing.

   

  “Purchaser
        Party” shall have the meaning ascribed to such term in Section 4.8.

   

  “Registration
        Statement” means the effective registration statement with Commission (File No. 333-254775), including the information
      incorporated by reference therein, which registers the sale of the Shares, the Warrants and the Warrant Shares to the Purchasers.

   

  “Required
        Approvals” shall have the meaning ascribed to such term in Section 3.1(e).

   

  “Rule
        144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
      from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
      and effect as such Rule.

   

  “Rule
        424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
      from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
      and effect as such Rule.

   

  “SEC
        Reports” shall have the meaning ascribed to such term in Section 3.1(h).

   

  “Securities”
      means the Shares, the Warrants and the Warrant Shares.

   

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

   

  “Shares”
      means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.

   

  “Short
        Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but
      shall not be deemed to include locating and/or borrowing shares of Common Stock). 

   

  “Subscription
        Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares and Warrants purchased hereunder as
      specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
      Amount,” in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate
      exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised for
      cash).

  
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  “Subsidiary”
      means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, also include any direct or indirect
      subsidiary of the Company formed or acquired after the date hereof.

   

  “Trading
        Day” means a day on which the principal Trading Market is open for trading.

   

  “Trading
        Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
      the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market
      or the New York Stock Exchange (or any successors to any of the foregoing).

   

  “Transaction
        Documents” means this Agreement, the Lock-Up Agreement, the Warrants, the Placement Agency Agreement, all exhibits and
      schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

   

  “Transfer
        Agent” means Computershare Trust Company, Inc., the current transfer agent of the Company, located at 1290
        Avenue of the Americas, 9th Floor, New York, New York 10104, and any successor transfer agent of the Company.

   

  “Variable
        Rate Transaction” shall have the meaning ascribed to such term in Section 4.12(b).

   

  “Warrants”
      means, collectively, the Common Warrants and the Pre-Funded Warrants.

   

  “Warrant
        Shares” means the shares of Common Stock issuable upon exercise of the Warrants.

   

  ARTICLE
        II.

      PURCHASE AND SALE

   

  2.1 Closing.  On
      the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and
      delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,  agree
      to purchase, up to an aggregate of $8.5 million of Shares and Warrants; provided, however, that, to the
      extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates,
      and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially
      own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares
      such Purchaser may elect to purchase Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase
      price being paid by such Purchaser to the Company.  The “Beneficial Ownership Limitation” shall be
      4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately
      after giving effect to the issuance of the Securities on the Closing Date.  Each Purchaser’s Subscription Amount
      as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment”
      settlement with the Company or its designee. The Company shall deliver to each Purchaser its respective Shares and Warrants as
      determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2
      deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the
      Closing shall occur at the offices of Blank Rome or such other location as the parties shall mutually agree.  Unless
      otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e.,
      on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by
      the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares,
      the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall
      be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding anything herein to the
      contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through,
      and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells
      to any Person all, or any portion, of the Shares to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement
        Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or
      the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement Shares to such Purchaser at the Closing;
      provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s
      receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges
      and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during
      the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell
      any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale,
      if any. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Pre-Funded Warrants) delivered
      on or prior to 12:00 p.m. (New York City time) on the Closing Date, which may be delivered at any time after the time of
      execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00
      p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery
      Date (as defined in the Pre-Funded Warrants) for purposes hereunder.

  
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  2.2 Deliveries.

   

  (a)
      On or prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser
      the following:

   

  (i)
      this Agreement duly executed by the Company;

   

  (ii)
      a legal opinion of Company Counsel in form and substance reasonably satisfactory to the Purchasers and the Placement Agent;

   

  (iii)
      subject to the last sentence of Section 2.1, the Company shall have provided each Purchaser with the Company’s wire instructions,
      on Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer;

   

  (iv)
      subject to Section 2.1, a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver
      on an expedited basis via The Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares
      equal to such Purchaser’s Subscription Amount divided by the Per Share Purchase Price, registered in the name of such Purchaser;

   

  (v)
      a Warrant registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such
      Purchaser’s Shares, with an exercise price equal to $0.96 per share, subject to adjustment therein;

   

  (vi)
      for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser
      to purchase up to a number of shares of Common Stock equal to the portion of such Purchaser’s Subscription Amount applicable
      to Pre-Funded Warrant divided by the Per Share Purchase Price minus $0.0001, with an exercise price equal to $0.0001, but can
      be less than par value, subject to adjustment therein;

   

  (vii)
      an Officer’s Certificate, in form and substance satisfactory to the Purchasers;

   

  (viii)
      a Secretary’s Certificate, in form and substance satisfactory to the Purchasers;

  
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  (ix)
      on the date hereof, the duly executed Lock-Up Agreements; and

   

  (x)
      the Prospectus and Prospectus Supplement (which may be delivered in accordance with Rule 172 under the Securities Act).

   

  (b)
      On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:

   

  (i)
      this Agreement duly executed by such Purchaser; and

   

  (ii)
      such Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement
      with the Company or its designee.

   

  2.3 Closing
        Conditions.

   

  (a)
      The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

   

  (i)
      the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
      Adverse Effect, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein
      (unless as of a specific date therein in which case they shall be accurate as of such date);

   

  (ii)
      all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have
      been performed; and

   

  (iii)
      the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

   

  (b)
      The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions
      being met:

   

  (i)
      the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
      Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained
      herein (unless as of a specific date therein in which case they shall be accurate as of such date);

   

  (ii)
      all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have
      been performed;

   

  (iii)
      the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

   

  (iv)
      there shall have been no Material Adverse Effect with respect to the Company since the date hereof; and

   

  (v)
      from the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
      principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
      L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
      reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
      or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
      or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
      each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
      Closing.

  
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  ARTICLE
        III.

      REPRESENTATIONS AND WARRANTIES

   

  3.1 Representations
        and Warranties of the Company.  Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall
      be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained
      in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties
      to each Purchaser:

   

  (a) Subsidiaries.  All
      of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports.  The Company owns, directly
      or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
      issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
      of preemptive and similar rights to subscribe for or purchase securities.  If the Company has no subsidiaries, all other
      references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

   

  (b) Organization
        and Qualification.  The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized,
      validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite
      power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither
      the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles
      of incorporation, bylaws or other organizational or charter documents.  Each of the Company and the Subsidiaries is
      duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which
      the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
      to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material
      adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the
      results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries,
      taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely
      basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”)
      and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
      curtail such power and authority or qualification.

   

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

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

   

  (e) Filings,
        Consents and Approvals.  The Company is not required to obtain any consent, waiver, authorization or order of, give
      any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority
      or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
      than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus
      Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading
      thereon in the time and manner required thereby, and (iv) such filings as are required to be made under applicable state securities
      laws (collectively, the “Required Approvals”).

   

  (f) Issuance
        of the Securities; Registration.  The Securities are duly authorized and, when issued and paid for in accordance
      with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all
      Liens imposed by the Company.  The Warrant Shares, when issued in accordance with the terms of the Warrants, will be
      validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.  The Company has reserved
      from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this Agreement and the
      Warrants. The Company has prepared and filed the Registration Statement in conformity with the requirements of the Securities
      Act, which became effective on April 5, 2021 (the “Effective Date”), including the Prospectus, and such
      amendments and supplements thereto as may have been required to the date of this Agreement.  The Registration Statement
      is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the Registration Statement
      or suspending or preventing the use of the Prospectus has been issued by the Commission and no proceedings for that purpose have
      been instituted or, to the knowledge of the Company, are threatened by the Commission.  The Company, if required by
      the rules and regulations of the Commission, shall file the Prospectus with the Commission pursuant to Rule 424(b).  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, as applicable. 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. At the time the Registration Statement and any amendments thereto became effective, at the date of this
      Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in all material
      respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or
      omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and
      the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement thereto was
      issued and at the Closing Date, conformed and will conform in all material respects to the requirements of the Securities Act
      and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to
      make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company was at
      the time of the filing of the Registration Statement eligible to use Form S-3. The Company is eligible to use Form S-3 under
      the Securities Act and it meets the transaction requirements as set forth in General Instruction I.B.1 of Form S-3.

  
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  (g) Capitalization.  The
      capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g). Except as set forth on Schedule
        3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange
      Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance
      of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion
      and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange
      Act.  No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate
      in the transactions contemplated by the Transaction Documents.  Except as a result of the purchase and sale of the Securities,
      there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
      to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
      subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings
      or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common
      Stock Equivalents or capital stock of any Subsidiary.  The issuance and sale of the Securities will not obligate the
      Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There
      are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion,
      exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary.  There
      are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
      and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
      bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
      stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company
      are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities
      laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for
      or purchase securities.  No further approval or authorization of any stockholder, the Board of Directors or others is
      required for the issuance and sale of the Securities.  There are no stockholders agreements, voting agreements or other
      similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the
      Company, between or among any of the Company’s stockholders.

   

  (h) SEC
        Reports; Financial Statements.  The Company has filed all reports, schedules, forms, statements and other documents
      required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d)
      thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation
      to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein,
      together with the Prospectus and the Prospectus Supplement, being collectively referred to herein as the “SEC Reports”)
      on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
      of any such extension.  As of their respective dates, the SEC Reports complied in all material respects with the requirements
      of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
      of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made, not misleading. The Company has never been an issuer subject
      to Rule 144(i) under the Securities Act. The financial statements of the Company included in the SEC Reports comply in all material
      respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect
      at the time of filing.  Such financial statements have been prepared in accordance with United States generally
      accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as
      may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may
      not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company
      and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods
      then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. 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 and the Subsidiaries do not have
      any material liabilities or obligations, direct or contingent (including any off balance sheet obligations), not described in
      the Registration Statement, and the Prospectus which are required to be described in the Registration Statement or Prospectus;
      and all disclosures contained or incorporated by reference in the Registration Statement and the Prospectus, 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.

  
    10 

    
      

    

  

   

  (i) Material
        Changes; Undisclosed Events, Liabilities or Developments.  Since the date of the latest audited financial statements
      included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or
      development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not
      incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary
      course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
      statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of
      accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders
      or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not
      issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans.  The
      Company does not have pending before the Commission any request for confidential treatment of information.  Except for
      the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability,
      fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect
      to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition
      that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made
      or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

   

  (j) Litigation.  Except
      as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation
      pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective
      properties or assets before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal,
      state, county, local or foreign) (collectively, an “Action”) that could reasonably be expected to result in
      a Material Adverse Effect.  None of the Actions set forth on Schedule 3.1(j), (i) adversely affects
      or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii)
      could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.  Neither
      the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim
      of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.  There has
      not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving
      the Company or any current or former director or officer of the Company.  The Commission has not issued any stop order
      or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange
      Act or the Securities Act.  

  
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  (k) Labor
        Relations.  No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the
      employees of the Company, which could reasonably be expected to result in a Material Adverse Effect.  None of the Company’s
      or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
      or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
      Company and its Subsidiaries believe that their relationships with their employees are good.  To the knowledge of the
      Company, no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term
      of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or
      any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each
      such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing
      matters.  The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and
      regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where
      the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
      Effect.

   

  (l) Compliance.  Neither
      the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived
      that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company
      or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or
      credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound
      (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court,
      arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
      of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
      protection, occupational health and safety and employment and labor matters, except in each case as could not have or reasonably
      be expected to result in a Material Adverse Effect.

   

  (m) Environmental
        Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollution
      or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface
      strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
      or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise
      relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials,
      as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice
      letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”);
      (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their
      respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where
      in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate,
      a Material Adverse Effect.

   

  (n) Regulatory
        Permits.  The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
      federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC
      Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect
      (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating
      to the revocation or modification of any Material Permit.

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

   

  (p) Intellectual
        Property.  To its knowledge, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications,
      trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual
      property rights and similar rights necessary or required for use in connection with their respective businesses as described in
      the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual
        Property Rights”).  Neither the Company nor any Subsidiary has received a notice (written or otherwise)
      that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or
      terminate or be abandoned, within two (2) years from the date of this Agreement.  Neither the Company nor any Subsidiary
      has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a
      claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person,
      except as could not have or reasonably be expected to not have a Material Adverse Effect.  To the knowledge of the Company,
      all such Intellectual Property Rights are believed to be enforceable and there is no existing infringement by another
      Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security
      measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do
      so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

   

  (q) Insurance.  The
      Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
      in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
      but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount.  Neither
      the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as
      and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business
      without a significant increase in cost.

   

  (r) Transactions
        With Affiliates and Employees.  Except as set forth in the SEC Reports, none of the officers or directors of the
      Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently
      a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors),
      including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental
      of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring
      payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer,
      director, or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner,
      in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement
      for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any
      stock option plan of the Company.

  
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  (s) Sarbanes-Oxley;
        Internal Accounting Controls.  The Company and the Subsidiaries are in compliance with any and all applicable requirements
      of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
      by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.  The Company and the
      Subsidiaries maintain a system 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 GAAP 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 and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
      and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required
      to be disclosed by the Company in the reports 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.  The Company’s certifying
      officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of
      the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
        Date”).  The Company presented in its most recently filed periodic report under the Exchange Act the conclusions
      of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of
      the Evaluation Date.  Since the Evaluation Date, there have been no changes in the internal control over financial reporting
      (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably
      likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

   

  (t) Certain
        Fees.  Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are
      or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
      banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents.  The Purchasers
      shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees
      of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

   

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

   

  (v) Registration
        Rights.  Except as set forth in Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary
      to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

  
    14 

    
      

    

  

   

  (w) Listing
        and Maintenance Requirements.  The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
      Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
      registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
      terminating such registration.  The Company has not, in the 12 months preceding the date hereof, received notice from
      any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance
      with the listing or maintenance requirements of such Trading Market. The Company is, and 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. The Common
      Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
      and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation)
      in connection with such electronic transfer.

   

  (x) Application
        of Takeover Protections.  The Company and the Board of Directors have taken all necessary action, if any, in order
      to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights
      agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter
      documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers
      and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
      as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.

   

  (y) Disclosure.  Except
      with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
      that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any
      information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed
      in the Prospectus Supplement.   The Company understands and confirms that the Purchasers will rely on the foregoing
      representation in effecting transactions in securities of the Company.  All of the disclosure furnished by or on behalf
      of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions
      contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue
      statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the
      light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the
      twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or
      omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
      of the circumstances under which they were made and when made, not misleading.  The Company acknowledges and agrees
      that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other
      than those specifically set forth in Section 3.2 hereof.

   

  (z) No
        Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
      neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
      any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of
      the Securities to be integrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions
      of any Trading Market on which any of the securities of the Company are listed or designated.

  
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  (aa) Solvency.  Based
      on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company
      of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the
      amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including
      known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to
      carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
      capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
      thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
      all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
      respect of its liabilities when such amounts are required to be paid.  The Company does not intend to incur debts beyond
      its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect
      of its debt).  The Company has no knowledge of any facts or circumstances which lead it to believe that it will file
      for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing
      Date.  For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed
      money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y)
      all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are
      or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties by endorsement
      of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the
      present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP.  Neither
      the Company nor any Subsidiary is in default with respect to any Indebtedness.

   

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

   

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

   

  (dd) Accountants.  To
      the knowledge and belief of the Company, KPMG LLP, the Company’s independent registered public accounting firm (i) is a
      registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial
      statements to be included in the Company’s Annual Report for the fiscal year ended December 31, 2022.

   

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

  
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  (ff) Acknowledgment
        Regarding Purchaser’s Trading Activity.  Anything in this Agreement or elsewhere herein to the contrary
      notwithstanding (except for Sections 3.2(f) and 4.14 hereof), it is understood and acknowledged by the Company that: (i) none
      of the Purchasers has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling,
      long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company
      or to hold the Securities for any specified term; (ii) past or future open market or other transactions by any Purchaser, specifically
      including, without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future
      private placement transactions, may negatively impact the market price of the Company’s publicly-traded securities; (iii)
      any Purchaser, and counter-parties in “derivative” transactions to which any such Purchaser is a party, directly or
      indirectly, presently may have a “short” position in the Common Stock, and (iv) each Purchaser shall not be deemed
      to have any affiliation with or control over any arm’s length counter-party in any “derivative” transaction.  The
      Company further understands and acknowledges that (y) one or more Purchasers may engage in hedging activities at various times
      during the period that the Securities are outstanding, including, without limitation, during the periods that the value of the
      Warrant Shares deliverable with respect to Securities are being determined, and (z) such hedging activities (if any) could reduce
      the value of the existing stockholders’ equity interests in the Company at and after the time that the hedging activities are
      being conducted.  The Company acknowledges that such aforementioned hedging activities do not constitute a breach of
      any of the Transaction Documents.

   

  (gg) Regulation
        M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
      any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
      facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting
      purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
      any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s
      Placement Agent in connection with the placement of the Securities.

   

  (hh)
      Compliance with Applicable Law. The Company and the Subsidiaries: (A) are and at all times have been in material compliance
      with all statutes, rules and 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 under
      development, manufactured or distributed by the Company or the Subsidiaries (“Applicable Laws”), (b) have not
      received any Form 483 from the FDA or similar notice from the EMA, notice of adverse finding, warning letter, or other written
      correspondence or notice from the FDA, the EMA, or any other federal, state, local or foreign governmental or regulatory authority
      alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations,
      permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”), which
      would, individually or in the aggregate, result in a Material Adverse Effect; (C) possess all material Authorizations and such
      Authorizations are valid and in full force and effect and neither the Company nor the Subsidiaries is in material violation of
      any term of any such Authorizations; (D) have not received written notice of any claim, action, suit, proceeding, hearing, enforcement,
      investigation, arbitration or other action from the FDA, the EMA, or any other federal, state, local or foreign governmental or
      regulatory authority or third party alleging that any Company product, operation or activity is in material violation of any Applicable
      Laws or Authorizations and has no knowledge that the FDA, the EMA, or any other federal, state, local or foreign governmental
      or regulatory authority or third party is considering any such claim, litigation, arbitration, action, suit, investigation or
      proceeding against the Company; (E) have not received notice that the FDA, EMA, or any other federal, state, local or foreign
      governmental or regulatory authority that (i) it has taken, is taking or intends to take action to limit, suspend, modify or revoke
      any material Authorizations; contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution
      of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any pharmaceutical product
      or drug candidate, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the
      withdrawal of advertising or sales promotional materials relating to, any pharmaceutical product or drug candidate, (iii) imposes
      a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility
      of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of permanent injunction with
      the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or regulations by the Company
      or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material Adverse Effect; (vii) and
      has no knowledge that the FDA, EMA, or any other federal, state, local or foreign governmental or regulatory authority is considering
      any of the foregoing such actions (F) have 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 except where the
      failure to file such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments
      would not result in a Material Adverse Effect, and that all such reports, documents, forms, notices, applications, records, claims,
      submissions and supplements or amendments were materially complete and correct on the date filed (or were corrected or supplemented
      by a subsequent submission).

  
    17 

    
      

    

  

   

  The
      properties, business and operations of the Company have been and are being conducted in all material respects in accordance with
      all applicable laws, rules and regulations of the FDA and EMA.  The Company has not been informed by the FDA that the FDA
      will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed
      by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or
      proposed to be developed by the Company. The Company has established and administers a compliance program applicable to the Company,
      to assist the Company and the directors, officers and employees of the Company in complying with applicable regulatory guidelines
      (including, without limitation, those administered by the FDA, the EMA, and any other foreign, federal, state or local governmental
      or regulatory authority performing functions similar to those performed by the FDA or EMA); except where such noncompliance would
      not reasonably be expected to have a Material Adverse Effect.

   

  (ii) Cybersecurity. 
      To the Company’s knowledge (i)(x) there has been no security breach or other compromise of or relating to any of the Company’s
      or any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data
      of its respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment
      or technology (collectively, “IT Systems and Data”) and (y) the Company and the Subsidiaries have not been
      notified of, and has no knowledge of any event or condition that would reasonably be expected to result in, any security breach
      or other compromise to its IT Systems and Data; (ii) the Company and the Subsidiaries are presently in compliance with all applicable
      laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority,
      internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection
      of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, individually
      or in the aggregate, have a Material Adverse Effect; (iii) the Company and the Subsidiaries have implemented and maintained
      commercially reasonable safeguards to maintain and protect its material confidential information and the integrity, continuous
      operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiaries have implemented backup
      and disaster recovery technology consistent with industry standards and practices.

   

  (jj) Stock
        Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
      with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value
      of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
      under the Company’s stock option plan has been backdated.  The Company has not knowingly granted, and there is
      no and has been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the
      grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries
      or their financial results or prospects.

  
    18 

    
      

    

  

   

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

   

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

   

  (mm) Bank
        Holding Company Act.  Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding
      Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal
      Reserve System (the “Federal Reserve”).  Neither the Company nor any of its Subsidiaries or Affiliates
      owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities
      or twenty-five percent or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the
      Federal Reserve.  Neither the Company nor any of its Subsidiaries or Affiliates exercises a controlling influence over
      the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

   

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

   

  (oo)
      Clinical Trials. The pre-clinical studies and clinical trials conducted by or, to the knowledge of the Company, on behalf
      of or sponsored by the Company, or in which the Company has participated, that are described in, or the results of which are referred
      to in, the Registration Statement or the Prospectus Supplement were and, if still pending, are being conducted in accordance with
      protocols filed with the appropriate regulatory authorities for each such study or trial, as the case may be, and with standard
      medical and scientific research standards and procedures, all applicable statutes, all applicable rules and regulations of the
      FDA and comparable regulatory agencies outside of the United States to which they are subject and Good Clinical Practices and
      Good Laboratory Practices, except to the extent where failure to conduct in such manner would not have a Material Adverse Effect.
      Each description of the results of such studies and trials contained in the Registration Statement or the Prospectus Supplement
      is accurate and complete in all material respects and fairly presents the data derived from such studies and trials, and the Company
      has no knowledge of any other studies or trials the results of which are inconsistent with, or otherwise call into question, the
      results described or referred to in the Registration Statement or the Prospectus Supplement. The Company has not received any
      written notices, correspondence or other written communications from the FDA or any committee thereof or from any other U.S. or
      foreign government or drug or medical device regulatory agency requiring or, to the Company’s knowledge, threatening the
      termination, suspension or modification of any clinical trials that are described or referred to in the Registration Statement
      or the Prospectus Supplement.

  
    19 

    
      

    

  

   

  3.2 Representations
        and Warranties of the Purchasers.  Each Purchaser, for itself and for no other Purchaser, hereby represents and
      warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in
      which case they shall be accurate as of such date):

   

  (a) Organization;
        Authority.  Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
      in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership,
      limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the
      Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
      Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized
      by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser.  Each
      Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in
      accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against
      it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
      as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
      insofar as indemnification and contribution provisions may be limited by applicable law.

   

  (b) Understandings
        or Arrangements.  Such Purchaser is acquiring the Securities as principal for its own account and has no direct
      or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities
      (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Registration
      Statement or otherwise in compliance with applicable federal and state securities laws).  Such Purchaser is acquiring
      the Securities hereunder in the ordinary course of its business.

   

  (c) Purchaser
        Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on
      each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1),
      (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under the Securities Act or (ii) a “qualified institutional
      buyer” as defined in Rule 144A(a) under the Securities Act.  

   

  (d) Experience
        of Such Purchaser.  Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
      and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such investment.  Such Purchaser is able to bear the
      economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

   

  (e) Access
        to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including
      all exhibits and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it
      has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the
      offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company
      and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to
      evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
      without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. 
      Such Purchaser acknowledges and agrees that neither Placement Agent nor any Affiliate of a Placement Agent has provided such Purchaser
      with any information or advice with respect to the Securities nor is such information or advice necessary or desired.  Neither
      Placement Agent nor any Affiliate of a Placement Agent has made or makes any representation as to the Company or the quality of
      the Securities and each Placement Agent and any Affiliate of such Placement Agent may have acquired non-public information with
      respect to the Company which such Purchaser agrees need not be provided to it.  In connection with the issuance of the Securities
      to such Purchaser, neither Placement Agent nor any of Affiliate of a Placement Agent has acted as a financial advisor or fiduciary
      to such Purchaser.

  
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  (f) Certain
        Transactions and Confidentiality.  Other than consummating the transactions contemplated hereunder, such Purchaser
      has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed
      any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time
      that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company
      setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.  Notwithstanding
      the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage
      separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions
      made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall
      only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase
      the Securities covered by this Agreement.  Other than to other Persons party to this Agreement or to such Purchaser’s
      representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents
      and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
      (including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing
      contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing
      shares in order to effect Short Sales or similar transactions in the future.

   

  The
      Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such
      Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations
      and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
      with this Agreement or the consummation of the transactions contemplated hereby.  Notwithstanding the foregoing, for
      the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with
      respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

   

  ARTICLE
        IV.

      OTHER AGREEMENTS OF THE PARTIES

   

  4.1 Warrant
        Shares.  If all or any portion of a Warrant is exercised at a time when there is an effective registration statement
      to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Shares
      issued pursuant to any such exercise shall be issued free of all legends.  If at any time following the date hereof
      the Registration Statement (or any subsequent registration statement registering the sale or resale of the Warrant Shares) is
      not effective or is not otherwise available for the sale or resale of the Warrant Shares, the Company shall immediately notify
      the holders of the Warrants in writing that such registration statement is not then effective and thereafter shall promptly notify
      such holders when the registration statement is effective again and available for the sale or resale of the Warrant Shares (it
      being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or any Purchaser to sell,
      any of the Warrant Shares in compliance with applicable federal and state securities laws).  The Company shall use best
      efforts to keep a registration statement (including the Registration Statement) registering the issuance or resale of the Warrant
      Shares effective during the term of the Warrants.

  
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  4.2 Furnishing
        of Information.  Until the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have
      expired, the Company shall use commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file
      within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
      Act.  

   

  4.3 Integration.  The
      Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
      in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules
      and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction
      unless shareholder approval is obtained before the closing of such subsequent transaction.

   

  4.4 Securities
        Laws Disclosure; Publicity.  The Company shall (a) by the Disclosure Time, issue a press release disclosing the
      material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents
      as exhibits thereto, with the Commission within the time required by the Exchange Act.  From and after the issuance
      of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public
      information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers,
      directors, employees or agents in connection with the transactions contemplated by the Transaction Documents.  In addition,
      effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar
      obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective
      officers, directors, agents, employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on
      the other hand, shall terminate. The Company and the Placement Agent shall consult with each other in issuing any other press
      releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such
      press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press
      release of any Purchaser, or without the prior consent of the Placement Agent, with respect to any press release of the Company,
      which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing
      party shall promptly provide the other party with prior notice of such public statement or communication.  Notwithstanding
      the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any
      filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except
      (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission and
      (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the
      Purchasers with prior notice of such disclosure permitted under this clause (b).

   

  4.5 Shareholder
        Rights Plan.  No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
      that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison
      pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter
      adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue
      of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  
    22 

    
      

    

  

   

  4.6 Non-Public
        Information.   Except with respect to the material terms and conditions of the transactions contemplated by the
      Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor
      any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes,
      or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
      consented to the receipt of such information and agreed with the Company to keep such information confidential.  The
      Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities
      of the Company.  To the extent that the Company, any of its Subsidiaries, or any of their respective officers,
      directors, agents, employees or Affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s
      consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company,
      any of its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company,
      any of its Subsidiaries or any of their respective officers, directors, agents, employees or Affiliates not to trade on the
      basis of, such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent
      that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding
      the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report
      on Form 8-K.  The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in
      effecting transactions in securities of the Company.

   

  4.7 Use
        of Proceeds.  The Company shall use the net proceeds from the sale of the Securities hereunder for working capital
      purposes and shall not use such proceeds: (a) except as set forth in Schedule 4.7for the satisfaction of any portion of the Company’s
      debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for
      the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in
      violation of FCPA or OFAC regulations.

   

  4.8 Indemnification
        of Purchasers.   Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser
      and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
      equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
      such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
      officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
      Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser
        Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses,
      including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation
      that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations,
      warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action
      instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of
      the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction
      Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties
      or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
      or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is
      finally judicially determined to constitute fraud, gross negligence or willful misconduct).  If any action shall be
      brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party
      shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel
      of its own choosing reasonably acceptable to the Purchaser Party.  Any Purchaser Party shall have the right to employ
      separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be
      at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by
      the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ
      counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between
      the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable
      fees and expenses of no more than one such separate counsel.  The Company will not be liable to any Purchaser Party
      under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent,
      which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or
      liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements
      made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this
      Section 4.8 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and
      when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action
      or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant
      to law.

  
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  4.9 Reservation
        of Common Stock. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available
      at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company
      to issue Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.  

   

  4.10 Listing
        of Common Stock. The Company hereby agrees to use best efforts to maintain the listing or quotation of the Common Stock on
      the Trading Market on which it is currently listed, and concurrently with the Closing, the Company shall apply to list or quote
      all of the Shares and Warrant Shares on such Trading Market and promptly secure the listing of all of the Shares and Warrant Shares
      on such Trading Market. The Company further agrees, if the Company applies to have the Common Stock traded on any other Trading
      Market, it will then include in such application all of the Shares and Warrant Shares, and will take such other action as is necessary
      to cause all of the Shares and Warrant Shares to be listed or quoted on such other Trading Market as promptly as possible.  The
      Company will then take all action reasonably necessary to continue the listing and trading of its Common Stock on a Trading Market
      and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of
      the Trading Market.  The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through
      the Depository Trust Company or another established clearing corporation, including, without limitation, by timely payment of
      fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

   

  4.11[RESERVED]

   

  4.12 Subsequent
        Equity Sales.  

   

  (a)
      From the date hereof until ninety (90) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter
      into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents
      or (ii) file any registration statement or amendment or supplement thereto, other than the Prospectus Supplement or filing a registration
      statement on Form S-8 in connection with any employee benefit plan.

   

  (b)
      From the date hereof until ninety (90) days following the Closing Date, the Company shall be prohibited from effecting or entering
      into an agreement to effect any issuance by the Company or any of its Subsidiaries of Common Stock or Common Stock Equivalents
      (or a combination of units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means
      a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or
      exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise
      price or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares
      of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or
      exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or
      upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
      for the Common Stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity
      line of credit, whereby the Company may issue securities at a future determined price. Any Purchaser shall be entitled to obtain
      injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect
      damages.  

  
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  (c)
      Notwithstanding the foregoing, this Section 4.12 shall not apply in respect of an Exempt Issuance, except that no Variable Rate
      Transaction shall be an Exempt Issuance.

   

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

   

  4.14 Certain
        Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
      it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
      Short Sales of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
      at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
      as described in Section 4.4.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until
      such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial
      press release as described in Section 4.4, such Purchaser will maintain the confidentiality of the existence and terms of this
      transaction and the information included in the Disclosure Schedules.  Notwithstanding the foregoing and notwithstanding
      anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes
      any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company
      after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
      release as described in Section 4.4, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any
      securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
      by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4 and (iii) no
      Purchaser shall have any duty of confidentiality or duty not to trade in the securities of the Company to the Company
      or its Subsidiaries after the issuance of the initial press release as described in Section 4.4.  Notwithstanding the
      foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate
      portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made
      by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shall only apply
      with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the
      Securities covered by this Agreement.

   

  4.15 Capital
        Changes.  Except to maintain compliance with the rules of the Nasdaq Stock Market, until the one year anniversary
      of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock
      without the prior written consent of the Purchasers holding a majority in interest of the Shares.

   

  4.16 Exercise
        Procedures.  The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required
      of the Purchasers in order to exercise the Warrants.  No additional legal opinion, other information or instructions
      shall be required of the Purchasers to exercise their Warrants.  Without limiting the preceding sentences, no ink-original
      Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice
      of Exercise form be required in order to exercise the Warrants.  The Company shall honor exercises of the Warrants and
      shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

  
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  4.17 Lock-Up
        Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except
      to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms.
      If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts
      to seek specific performance of the terms of such Lock-Up Agreement.

   

  ARTICLE
        V.

      MISCELLANEOUS

   

  5.1 Termination. 
      This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
      whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
      has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however,
      that no such termination will affect the right of any party to sue for any breach by any other party (or parties).

   

  5.2 Fees
        and Expenses.  Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay
      the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such
      party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.  The Company
      shall pay all Transfer Agent fees (including, without limitation, any fees required for same-day processing of any instruction
      letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied
      in connection with the delivery of any Securities to the Purchasers.

   

  5.3 Entire
        Agreement.  The Transaction Documents, together with the exhibits and schedules thereto, the Prospectus and the
      Prospectus Supplement, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and
      supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge
      have been merged into such documents, exhibits and schedules.

   

  5.4 Notices.  Any
      and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
      be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto
      at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth
      on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any
      Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized
      overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given.  The
      address for such notices and communications shall be as set forth on the signature pages attached hereto.

  
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  5.5 Amendments;
        Waivers.  No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
      signed, in the case of an amendment, by the Company and Purchasers which own at the time of such amendment at least 50.1% in interest
      of the Shares (or, prior to the Closing, the Company and each Purchaser) or, in the case of a waiver, by the party against whom
      enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
      and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group
      of Purchasers) shall also be required.  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. Any proposed amendment or waiver that disproportionately, materially and
      adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers
      shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section
      5.5 shall be binding upon each Purchaser and holder of Securities and the Company.

   

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

   

  5.7 Successors
        and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their successors
      and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the
      prior written consent of each Purchaser (other than by merger).  Any Purchaser may assign any or all of its rights under
      this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees
      in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply
      to the “Purchasers.”

   

  5.8 Third-Party
        Beneficiaries.  The Placement Agent shall be the third party beneficiary of the representations and warranties of
      the Company in Section 3.1 and the representations and warranties of the Purchasers in Section 3.2.  This Agreement
      is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit
      of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Section 4.8 and this Section
      5.8.

   

  5.9 Governing
        Law.  All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
      shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard
      to the principles of conflicts of law thereof.  Each party agrees that all legal Proceedings concerning the interpretations,
      enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought
      against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents)
      shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably
      submits to the 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 herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
      to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that
      such Action or Proceeding is improper or is an inconvenient venue for such Proceeding.  Each party hereby irrevocably
      waives personal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof
      via registered or certified mail or overnight delivery (with evidence of delivery) 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 other manner
      permitted by law.   If any party shall commence an Action or Proceeding to enforce any provisions of the Transaction
      Documents, then, in addition to the obligations of the Company under Section 4.8, the prevailing party in such Action or Proceeding
      shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred
      with the investigation, preparation and prosecution of such Action or Proceeding.

  
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  5.10 Survival.  The
      representations and warranties contained herein shall survive the Closing and the delivery of the Securities.

   

  5.11 Execution.  This
      Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
      and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood
      that the parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission
      or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
      the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
      signature page were an original thereof.

   

  5.12 Severability.  If
      any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
      void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
      force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
      reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
      by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
      they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
      hereafter declared invalid, illegal, void or unenforceable.

   

  5.13 Rescission
        and Withdrawal Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions
      of) any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
      Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
      may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
      or election in whole or in part without prejudice to its future actions and rights; provided, however,
      that, in the case of a rescission of an exercise of a Warrant, the applicable Purchaser shall be required to return any shares
      of Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate
      exercise price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares
      pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored
      right).

   

  5.14 Replacement
        of Securities.  If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed,
      the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
      or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
      to the Company of such loss, theft or destruction.  The applicant for a new certificate or instrument under such circumstances
      shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
      Securities.

   

  5.15 Remedies.  In
      addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the
      Purchasers and the Company will be entitled to specific performance under the Transaction Documents.  The parties agree
      that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained
      in the Transaction Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation
      the defense that a remedy at law would be adequate.

  
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  5.16 Payment
        Set Aside.  To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction
      Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement
      or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered
      from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other
      Person under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of
      action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be
      revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

   

  5.17 Independent
        Nature of Purchasers’ Obligations and Rights.  The obligations of each Purchaser under any Transaction
      Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way
      for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document.  Nothing
      contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall
      be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create
      a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions
      contemplated by the Transaction Documents.  Each Purchaser shall be entitled to independently protect and enforce its
      rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and
      it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.  Each
      Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents.  For
      reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company
      through Blank Rome. Blank Rome does not represent any of the Purchasers and only represents the Placement Agent.  The
      Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company
      and not because it was required or requested to do so by any of the Purchasers.  It is expressly understood and agreed
      that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser,
      solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

   

  5.18 Liquidated
        Damages.  The Company’s obligations to pay any partial liquidated damages or other amounts owing under the
      Transaction Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages
      and other amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated
      damages or other amounts are due and payable shall have been canceled.

   

  5.19 Saturdays,
        Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
      or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
      Business Day.

   

  5.20 Construction.
      The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
      Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
      party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
      every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
      and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
      the date of this Agreement.

  
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  5.21 WAIVER
          OF JURY TRIAL.  IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY
          OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY,
          UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

   

  (Signature
        Pages Follow)

  
    30 

    
      

    

  

   

  IN
      WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized
      signatories as of the date first indicated above.

  

  	 	 	 
	 	
          AQUESTIVE THERAPEUTICS, INC. 

           

        
	 	By:	                 
	 	
          Name:

          

          Title:

           

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

           

          Dechert LLP

          

          1095 Avenue of the America

          

          New York, New York 10036

          

          Attention: David. Rosenthal

          

          Email: david.rosenthal@dechert.com

          

        
	 	 	 


  [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK 

  SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

  
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  [PURCHASER
      SIGNATURE PAGES TO AQST SECURITIES PURCHASE AGREEMENT]

   

  IN
      WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized
      signatories as of the date first indicated above.

   

  Name
      of Purchaser:                              
                             

  

  Signature
        of Authorized Signatory of Purchaser:                      
                          

  

  Name
      of Authorized Signatory:  

  

  Title
      of Authorized Signatory:  

  

  Email
      Address of Authorized Signatory: 

  

  Address
      for Notice to Purchaser:

   

  Address
      for Delivery of Securities to Purchaser (if not same as address for notice):

   

  Subscription
      Amount: $_____________

   

  Shares:
      _______________

   

  Pre-Funded
      Warrant Shares: _________    Beneficial Ownership Blocker ☐ 4.99% or  ☐ 9.99%

   

  Common
      Warrant Shares: ___________    Beneficial Ownership Blocker ☐ 4.99% or ☐ 9.99%

   

  EIN
      Number: 

   

  ☒  Notwithstanding
      anything contained in this Agreement to the contrary, by checking this box (i) the obligations of the above-signed to purchase
      the securities set forth in this Agreement to be purchased from the Company by the above-signed, and the obligations of the Company
      to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the
      Closing shall occur on the second (2nd) Trading Day following the date of this Agreement and (iii) any condition to
      Closing contemplated by this Agreement (but prior to being disregarded by clause (i) above) that required delivery by the Company
      or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be
      a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such
      agreement, instrument, certificate or the like or purchase price (as applicable) to such other party on the Closing Date.

   

  [SIGNATURE
      PAGES CONTINUE]

   

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