TONIX PHARMACEUTICALS HOLDING CORP. 8-K


Exhibit 10.01


 


 


 




SECURITIES PURCHASE AGREEMENT


This Securities
Purchase Agreement (this “Agreement”) is dated as of June 22, 2022, between Tonix Pharmaceuticals Holding Corp., a
Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its
successors and assigns, a “Purchaser” and collectively the “Purchasers”).


 


Recitals



A.               
The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption
from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and/or Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act; and; 


B.                
The Purchasers wish to purchase from the Company, and the Company wishes to sell and issue to the
Purchasers, upon the terms and subject to the conditions stated in this Agreement, shares (the “Shares”) of the Company’s
preferred stock, par value $0.001 per share (the “Preferred Stock”), that are convertible into shares of the Company’s
common stock, $0.001 par value per share (the “Common Stock”); and


C.                
Contemporaneously with the sale of the Shares hereunder, the parties hereto will execute and deliver
a Registration Rights Agreement, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”),
pursuant to which the Company will agree to provide certain registration rights in respect of the Shares under the Securities Act, and
the rules and regulations promulgated thereunder, and applicable state securities laws. 


NOW, THEREFORE,
in consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto 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 4.4.


“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.




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“Authorized
Share Increase” means an increase in the amount of shares of common stock that the Company is authorized to issue pursuant to
its articles of incorporation, as amended, that is effected by the Company’s filing of an amendment to its articles of incorporation
with the Secretary of State of the State of Nevada and the acceptance thereof.


“Authorized
Share Increase Amendment” means the amendment to the Company’s articles of incorporation that effects the Authorized Share
Increase.


“Authorized
Share Increase Date” means the date on which the Authorized Share Increase Amendment is filed with the State of Nevada and that
Authorized Share Increase is consummated and deemed effective by the State of Nevada.


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


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.


“Closing”
means the closing of the purchase and sale of the Shares 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 Shares, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day
following the date hereof.


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


“Common
Stock” means the common stock of the Company, par value $0.01 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.


“Company
Counsel” means Lowenstein Sandler LLP, with offices located at One Lowenstein Drive, Roseland, NJ 07068.


“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




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time) on any Trading Day, 9:01 a.m. (New
York City time) on the Trading Day immediately following the date hereof, 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.


“Engagement
Agreement” means that certain engagement agreement dated as of the date hereof between the Company and the Placement Agent.


“Escrow
Agent” means Wilmington Trust, National Association.


“Escrow
Agreement” means the escrow agreement entered into prior to the date hereof, by and among the Company, the Escrow Agent, and
holder representative pursuant to which the Purchasers shall deposit Subscription Amounts and the Company shall deposit the difference
between the Subscription Amounts and the aggregate Redemption Consideration (as defined in the Series A Certificate of Designation and
Series B Certificate of Designation) with the Escrow Agent to be applied to the transactions contemplated hereunder.


“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 or other awards to employees, officers, service providers
or directors of the Company pursuant to any stock or option plan or arrangement 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 (or shares of Common Stock issued upon exercise of any such options or awards), (b) securities upon the
exercise or exchange of or conversion of any Shares 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), (c) securities in connection with the acquisition
or license by the Company of the securities, business, property, technology or other assets of another person or business entity or pursuant
to any employee benefit plan assumed by the Company in connection with any such acquisition, and (d) securities in connection with any
merger, joint venture, strategic alliance, commercial or other collaborative transaction; provided that, in the case of immediately preceding
clauses (c) and (d), the aggregate number of securities issued in connection with all such acquisitions and other transactions does not
exceed 10% of the number of shares outstanding on a fully diluted basis after giving effect to the consummation of the offering pursuant
to this Agreement.


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


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




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


“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(nn).


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


“Issuer
Covered Person” means the Company, any of its predecessors, any affiliated issuer, nor, to its knowledge, any director, executive
officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale.


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


“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, with respect to each share of Series A Stock and each share of Series B Stock, $9.50 per share,
subject, in each case, 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.


“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.


“Pharmaceutical
Product” shall have the meaning ascribed to such term in Section 3.1(gg).


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


“Placement
Agent Counsel” means Ballard Spahr LLP, with offices located at 1735 Market Street, 51st Floor, Philadelphia, PA 19103-7599.


“Preferred
Stock” means the Series A Stock and Series B Stock of the Company, each par value $0.001 per share.


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court,




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arbitrator, governmental or administrative
agency or regulatory authority (federal, state, county, local or foreign).


“Purchase
Price” means, as to each Purchaser, the aggregate dollar amount to be paid for Shares purchased hereunder as specified below
such Purchaser’s name on the signature page of this Agreement and next to the heading “Purchase Price,” in United States
dollars and in immediately available funds.


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.7.


“Registration
Rights Agreement” shall have the meaning ascribed to such term in the recitals.


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


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in
the future pursuant to the Transaction Documents, including the conversion in full of all shares of Preferred Stock, ignoring any conversion
or exercise limits set forth therein.


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


“Series
A Certificate of Designation” means the certificate of designation for the Series A Stock to be filed with the State of Nevada.


“Series
A Stock” means the Company’s Series A Convertible Redeemable Preferred Stock, stated value $10.00 per share.


“Series
B Certificate of Designation” means the certificate of designation for the Series B Stock to be filed with the State of Nevada.


“Series
B Stock” means the Company’s Series B Convertible Redeemable Preferred Stock, stated value $10.00 per share.




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“Shares”
means the shares of Preferred 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).


“Stockholder
Approval” means the Company’s stockholders approval of the Authorized Share Increase Amendment pursuant to the Nevada
Business Corporation Act.


“Subscription
Amount” means, as to each Purchaser, the aggregate dollar amount for the stated value of Shares 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.


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a), 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, the New York Stock
Exchange (or any successors to any of the foregoing).


“Transaction
Documents” means this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Series A Certificate of Designation,
the Series B Certificate of Designation, Engagement Agreement, and all exhibits and schedules thereto and hereto and any other documents
or agreements executed in connection with the transactions contemplated hereunder.


“Transfer
Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Place,
Woodmere, New York 11598, and any successor transfer agent of the Company.


ARTICLE II. 

PURCHASE AND SALE


2.1             
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein,
the Company agrees to issue and sell, and the Purchasers, severally and not jointly, agree to purchase, 2,500,000 shares of Series A Stock
and 500,000 shares of Series B Stock. The Purchase Price as set forth on the signature page hereto executed by each Purchaser shall be
made available for “Delivery Versus Payment” settlement with the Company or its designees as described below. The Company
shall deliver to each Purchaser its Shares 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




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in Sections 2.2 and 2.3, the Closing shall
occur at the offices of Placement Agent Counsel 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 (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 or the Company 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 Escrow Agent).


2.2             
Deliveries. 


(a)              
On or prior to the Closing Date, 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 a form reasonably acceptable to the Purchaser and the Placement
Agent;


(iii)           
the Company shall have provided each Purchaser with the Escrow Agent’s wire instructions, on
Company letterhead and executed by the Company’s Chief Executive Officer or Chief Financial Officer;


(iv)            
the Registration Rights Agreement duly executed by the Company;


(v)              
the Escrow Agreement duly executed by the Company and the Escrow Agent; 


(vi)            
a certificate executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated
as of the Closing Date, in form and substance reasonably acceptable to the Purchaser and Placement Agent;


(vii)         
a certificate executed by the Secretary of the Company, dated as of the Closing Date, in form and
substance reasonably acceptable to the Purchaser and Placement Agent;


(viii)       
at the Purchaser’s election, (a) a stock certificate in the name of the Purchaser representing
the Shares or (b) a certified copy of the Company’s book entry ledger containing entries showing the Purchaser is recorded as the
owner of the Shares; and


(ix)            
evidence of the filing with the State of Nevada of the Series A Certificate of Designation and the
Series B Certificate of Designation.


(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




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(ii)             
 such Purchaser’s Purchase Price by wire transfer to the account specified in the Escrow Agreement.


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) when made and 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 in all material respects;


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


(iv)            
the Company shall have filed with the State of Nevada, and the State of Nevada shall have provided
evidence of acceptance of, the Series A Certificate of Designation and the Series B Certificate of Designation; 


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


(vi)            
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




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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 Shares at the Closing.


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 warranty 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 on Schedule
3.1(a). 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.


(b)              
Organization and Qualification. Each of the Company and 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, would 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, or financial
condition 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”); provided that a change in the market price or trading volume of the Common Stock alone shall not be deemed,
in and of itself, to constitute a Material Adverse Effect. 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.




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(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. Subject to the Stockholder Approval, 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
(as defined below). 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.


(d)              
No Conflicts. Subject to the Stockholder Approval, 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 Shares and the
consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision
of the 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 (as defined below), 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 would 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 filing of the Series A Certificate of Designation and Series B Certificate of Designation, (ii) filings pursuant to
applicable state




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and federal securities laws, and (iii)
the registration statement required to be filed by the Registration Rights Agreement (collectively, the “Required Approvals”).


(f)               
Issuance of the Shares. The Shares have been duly authorized and, subject to the Stockholder
Approval, 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, except for restrictions on transfer set forth in the Transaction
Documents or imposed by applicable securities laws. Subject to the Stockholder Approval and the consummation of the Authorized Share Increase,
the Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to this
Agreement. 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.


(g)              
Capitalization. The Company has an authorized and outstanding capitalization as of the date
hereof as set forth on Schedule 3.1(g), which schedule shall also include the number of shares of Common Stock owned beneficially,
and of record, by Affiliates of the Company as of the date hereof. 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 Stock Plans
(as defined below). The shares of Common Stock outstanding prior to the issuance of the Shares have been duly authorized and are validly
issued, fully paid and non-assessable. Except as described in Schedule 3.1(g), there are no options, warrants, agreements, contracts,
rights to subscribe to, calls or commitments of any character relating to, or securities, rights or obligations convertible into or exercisable
or exchangeable for, or other rights in existence to purchase or acquire from the Company or any Subsidiary of the Company, any shares
of the capital stock of the Company or any Subsidiary of the Company, 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, Common Stock Equivalents or capital stock
of the Company or any Subsidiary, subject to the grant of options consistent with past practices. 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.
The description of the Company’s stock option, stock bonus and other stock plans or arrangements (the “Company Stock Plans”),
and the options (the “Options”) or other rights granted thereunder, set forth in the SEC Reports accurately and fairly
presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. Each
grant of an Option (A) was duly authorized no later than the date on which the grant of such Option was by its terms to be effective by
all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and
authorized committee thereof) and any required shareholder approval by the necessary number of votes or written consents, and the award
agreement governing such grant (if any) was duly executed and delivered by each party thereto and (B) was made in accordance with the
terms of the applicable Company Stock Plan, and all applicable laws and regulatory rules or requirements, including all applicable federal
securities laws. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue shares of Common Stock or
other securities to any Person (other than the Purchasers)




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and will not result in a right of any
holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. 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 not 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 non-assessable,
have been issued in compliance with all applicable 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. Except for the Required Approvals, no further
approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. There
are no stockholder 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 Company’s knowledge, 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 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 all exhibits thereto and documents incorporated by reference therein 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 such extension. At the time of filing thereof, the SEC Reports
complied in all material respects with the requirements of the Securities Act or 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 any material fact required to be stated therein
or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
In addition, any further documents so filed and incorporated by reference to the Prospectus and Prospectus Supplement, when such documents
are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules
and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements therein, in light of the circumstances under which they were made not misleading. The Company has never
been a shell corporation as defined in Rule 144(i) under the Securities Act. The financial statements of
the Company included in the SEC Reports complied 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




    	12 



    	 



    

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. The agreements and documents described
in the SEC Reports conform in all material aspects to the descriptions thereof contained therein and there are no agreements or other
documents required by the Securities Act and the rules and regulations thereunder to be described in the SEC Reports, that have not been
so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which
it is or may be bound or affected and that is referred to in the SEC Reports and is material to the Company’s business (each, a
“Material Agreement”), has been duly authorized and validly executed by the Company, is in full force and effect in all material
respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its
terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities
laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefore may be brought. No Material Agreement has been assigned
by the Company, and neither the Company nor, to the best of the Company’s knowledge, any other party is in default thereunder and,
to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder that has had or that could reasonably be expected to result in a Material Adverse Effect. To the Company’s
knowledge, performance by the Company of the material provisions of the Material Agreements will not result in a violation of any existing
applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its assets or businesses, including, without limitation, those relating to environmental laws and regulations.
The other financial and statistical information included in the SEC Reports present fairly, in all material respects, the information
included therein and have been prepared on a basis consistent with that of the financial statements that are included in the SEC Reports
and the books and records of the respective entities presented therein.


(i)                
Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest
audited financial statements included within the SEC Reports (i) there has been no event, occurrence or development that has had or that
would reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material 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




    	13 



    	 



    

existing Company equity compensation
or 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 Shares contemplated by this Agreement, 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 disclosed in Schedule 3.1(j), there is no material action, suit,
inquiry, notice of violation, proceeding or investigation pending or, to the Company’s knowledge, threatened against or affecting
the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency
or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”). None of the Actions
set forth in the SEC Reports adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents
or the Shares or would, 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.


(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 would 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. To the
Company’s knowledge, 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 applicable 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 would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.




    	14 



    	 



    

(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 applicable statute, rule,
ordinance or regulation of any governmental authority, including without limitation all applicable foreign, federal, state and local laws
relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters,
except in each case as would not have or reasonably be expected to result in a Material Adverse Effect.


(m)            
Environmental Laws. The Company and its Subsidiaries (i) are in material compliance with all
applicable 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 would 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 would 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.


(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




    	15 



    	 



    

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, except where the failure to be in compliance would not reasonably
be expected to have a Material Adverse Effect.


(p)              
Intellectual Property. 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 would have a Material Adverse Effect (collectively, the “Intellectual
Property Rights”). None of, and neither the Company nor any Subsidiary has received a written notice 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 would 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 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 would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having
valid license rights or clear title to the Intellectual Property Rights. The Company has no knowledge that it lacks or will be unable
to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.


(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.


(r)               
Transactions With Affiliates and Employees. Except as disclosed in Schedule 3.1(r),
none of the officers or directors of the Company or any Subsidiary and, to the Company’s knowledge, 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 Company’s knowledge, 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




    	16 



    	 



    

of the Company and (iii) other employee
benefits, including stock option agreements under any stock option plan of the Company.


(s)               
Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries are in compliance
in all material respects with the 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 to the Placement Agent, 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 Shares, 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.




    	17 



    	 



    

(v)              
 Registration Rights. Except as described in Schedule 3.1(v) and as provided in the
Registration Rights Agreement, 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.


(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. Except as described in Schedule 3.1(w), 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. Except as disclosed in Schedule
3.1(w), 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 its Board of Directors have taken all
necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the 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 Shares and the Purchasers’ ownership of the Shares.


(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, to the Company’s knowledge, 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, nonpublic information which is not otherwise disclosed in the SEC Reports on or prior to the Closing Date. 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 in all
material respects 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




    	18 



    	 



    

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 Shares 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.


(aa)           
Tax Status. 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, whether or not 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.


(bb)          
Foreign Corrupt Practices. Neither the Company nor any Subsidiary, nor to the Company’s
knowledge, 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.


(cc)           
Accountants. The Company’s independent registered public accounting firm is set forth
in the SEC Reports. To the Company’s knowledge, such accounting firm (i) is a registered public accounting firm as required by the
Exchange Act and (ii) has expressed its opinion with respect to the financial statements included in the Company’s Annual Report
for the fiscal year ended December 31, 2021.


(dd)          
Acknowledgment Regarding Purchasers’ Purchase of Shares. 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)




    	19 



    	 



    

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 Shares. 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.


(ee)           
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or
elsewhere herein to the contrary notwithstanding (except for Sections 3.2(e) 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 Shares 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 (in material compliance with applicable laws) at various times during
the period that the Shares are outstanding, 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.


(ff)             
Regulation M Compliance. The Company has not, and to the Company’s 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 Shares, (ii) sold, bid for, purchased, or paid
any compensation for soliciting purchases of, any of the Shares, 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 Placement
Agent in connection with the placement of the Shares.


(gg)          
FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration
(“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”)
that is manufactured, packaged, labeled, tested and/or distributed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested and/or distributed by the Company in
compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational
use, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing,
quotas,




    	20 



    	 



    

labeling, advertising, record keeping
and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. Except as set forth in Schedule 3.1(gg),
there is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal
or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none
of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental
entity, which (i) contests the 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, (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, (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. 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. 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.


(hh)          
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.


(ii)             
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”). 


(jj)             
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




    	21 



    	 



    

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.


(kk)          
Anti-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 “Anti-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 Company’s
knowledge, threatened in writing.


(ll)             
Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person
(other than any Issuer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers
in connection with the sale of any Shares.


(mm)     
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 Shares 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. Schedule 3.1(ll) sets forth as of the date hereof all outstanding secured
and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. 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




    	22 



    	 



    

leases required to be capitalized in
accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


(nn)          
Regarding Purchaser’s Trading Activity. Anything in this Agreement
or elsewhere herein to the contrary notwithstanding (except for Sections 3.2(f) and 4.13 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 Shares 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 Acknowledgment 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 Shares are outstanding, 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.


(oo)          
Cybersecurity. (i) 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.


(pp)          
Subsidiary Rights. The Company has the unrestricted right to vote, and (subject to limitations imposed by applicable law)
to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company or any Subsidiary of the
Company.




    	23 



    	 



    

(qq)          
 Promotional Stock Activities. Neither the Company nor any Subsidiary of the Company and none of their respective officers,
directors, managers, affiliates or agents have engaged in any stock promotional activity that could give rise to a complaint, inquiry,
or trading suspension by the SEC alleging (i) a violation of the anti-fraud provisions of the federal securities laws, (ii) violations
of the anti-touting provisions, (iii) improper “gun-jumping; or (iv) promotion without proper disclosure of compensation.


(rr)             
No Cash Payments. Except as disclosed on the Disclosure Schedules, neither the Company, its officers, or any Affiliates
or agents of the Company have withdrawn or paid cash (not including a check or other similar negotiable instrument) to any vendor in an
aggregate amount that exceeds Five Thousand Dollars ($5,000) for any purpose.


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 Shares 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 Shares (this representation and warranty not limiting such Purchaser’s right to sell the Shares or otherwise in compliance
with applicable federal and state securities laws). Such Purchaser is acquiring such Shares as principal for his, her or its own account
and not with a view to or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Shares in violation of the Securities Act or any applicable
state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or




    	24 



    	 



    

regarding the distribution of such Shares
in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s
right to sell such Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities
laws).


(c)              
Purchaser Status. At the time such Purchaser was offered the Shares, it was, and as of the
date hereof it is, either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8)
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 Shares, 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 Shares 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 Shares and the merits and risks of investing in the Shares; (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 the Placement Agent nor any Affiliate of the Placement Agent has provided such Purchaser with any
information or advice with respect to the Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor
any Affiliate has made or makes any representation as to the Company or the quality of the Shares and the Placement Agent and any Affiliate
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 Shares to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor
or fiduciary to such Purchaser.


(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




    	25 



    	 



    

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 Shares
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 against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Purchaser (or its broker or other financial representative) to effect
Short Sales or similar transactions in the future.


(g)              
General Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement,
article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


(h)              
No Government Recommendation or Approval. Such Purchaser understands that no United States
federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement
of the Company or the purchase of the Shares.


(i)                
No Intent to Effect a Change of Control; Ownership. Such Purchaser has no present intent to
effect a “change of control” of the Company as such term is understood under the rules promulgated pursuant to Section 13(d)
of the Exchange Act. 


(j)                
No Rule 506 Disqualifying Activities. Such Purchaser has not taken any of the actions set forth
in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Securities Act.


(k)              
Residency. Such Purchaser is a resident of the jurisdiction specified below its address on
the signature pages hereto.


(l)                
Restricted Securities. Such Purchaser understands that the Shares are characterized as “restricted
securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving
a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities
Act only in certain limited circumstances.


(m)            
Legends. It is understood that, except as provided below, certificates or book entry accounts evidencing
the Shares may bear the following or any similar legend:


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON




    	26 



    	 



    

AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE
PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, OR (III) THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”


If required
by the authorities of any state in connection with the issuance of sale of the Shares, the legend required by such state authority.


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             
Removal of Legends. 


(a)              
In connection with any sale, assignment, transfer or other disposition of the Shares by a Purchaser
pursuant to Rule 144 or pursuant to any other exemption under the Securities Act such that the purchaser acquires freely tradable shares
and upon compliance by the Purchaser with the requirements of this Agreement, if requested by the Purchaser, the Company shall cause the
Transfer Agent to timely remove any restrictive legends related to the book entry account holding such Shares and make a new, unlegended
entry for such book entry Shares sold or disposed of without restrictive legends within two Business Days of the request of the Purchaser,
provided that the Company has received from the Purchaser customary representations and other documentation reasonably acceptable to the
Company in connection therewith.


(b)              
Subject to receipt from the Purchaser by the Company and the Transfer Agent of customary representations
and other customary documentation reasonably acceptable to the Company and the Transfer Agent in connection therewith, upon the earliest
of (i) the Shares being subject to an effective registration statement covering the resale of the Shares, (ii) such time as the Shares
have been sold pursuant to Rule 144, or (iii) such time as the Shares are eligible for resale under Rule 144(c) without current




    	27 



    	 



    

information or volume limitations or
any successor provision (such earliest date, the “Effective Date”), the Company shall (A) deliver to the Transfer Agent
irrevocable instructions that the Transfer Agent shall make a new, unlegended entry for such book entry Shares, and (B) cause its counsel
to deliver to the Transfer Agent, no later than two Trading Days after the Effective Date, one or more opinions to the effect that the
removal of such legends in such circumstances may be effected under the Securities Act if required by the Transfer Agent to effect the
removal of the legend in accordance with such irrevocable instructions and the other applicable provisions of this Agreement. The Company
agrees that following the Effective Date or at such time as such legend is no longer required under this Section, it will, no later than
two Trading Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Shares issued
with a restrictive legend, deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from
all restrictive and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that
enlarge the restrictions on transfer set forth in this Section. Shares subject to legend removal hereunder shall be transmitted by the
Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the DTC System as directed by such
Purchaser. The Company shall be responsible for the fees of its Transfer Agent and all DTC fees associated with such issuance.


(c)              
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company (i) that
such Purchaser will sell any Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, (ii) that if Shares are sold pursuant to a registration statement, they will be sold
in compliance with the plan of distribution set forth therein and (iii) that if, after the effective date of the registration statement
covering the resale of the Shares, such registration statement is not then effective and the Company has provided notice to such Purchaser
to that effect, such Purchaser will sell shares only in compliance with an exemption from the registration requirements of the Securities
Act. Each Purchaser acknowledges that the removal of the restrictive legend from certificates representing Shares as set forth in this
Section is predicated upon the Company’s reliance upon this understanding and that any counsel to the Company will be entitled to
rely on this acknowledgment in connection with the opinion(s) described in Section 4.1(b).


4.2             
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 Shares 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.


4.3             
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




    	28 



    	 



    

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 each Purchaser 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 each Purchaser,
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).


4.4             
Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent
of the Company, by 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 Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.


4.5             
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 4.3, 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 any Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that
the Company 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 material non-public




    	29 



    	 



    

information with the Commission pursuant to
a Current Report on Form 8-K. The Company understands and confirms that the Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


4.6             
Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder
for working capital purposes and for the repurchase of shares of Common Stock pursuant to its currently existing share repurchase program
(the “Share Repurchase Program”), and shall not use such proceeds: (a) for 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 shares of Common Stock or Common Stock Equivalents, except pursuant to the Share Repurchase Program, (c) for the settlement of
any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


4.7             
Indemnification of Purchasers. Subject to the provisions of this Section 4.7, the Company will
indemnify and hold each Purchaser and its directors, officers, managers, advisors, brokers, 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, managers, advisers, brokers, 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 reasonable 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, (b) the administration, performance or enforcement by the Investors of any of the Transaction Documents or consummation
of any transaction described therein, (c) additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income
of the recipient of any payment made under any Transaction Document, but including any intangibles tax, stamp tax, recording tax or franchise
tax) shall be imposed on the Company or any Purchaser Party, whether or not lawfully payable, on account of the execution or delivery
of this Agreement, or the execution, delivery, issuance or recording of any of the other Transaction Documents, or the creation or
repayment of any of obligations hereunder, by reason of any applicable regulations now or hereafter in effect, the Company shall pay (or shall
promptly reimburse such Purchaser Party for the payment of) all such taxes, including any interest, penalties, expenses and other losses
with respect thereto), and will indemnify and hold the Purchaser Parties harmless from and against all interest, penalties, expenses and
losses arising therefrom or in connection therewith, (d) 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 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




    	30 



    	 



    

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 (x) the employment thereof has been specifically authorized
by the Company in writing, (y) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or
(z) 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 (1) for any settlement
or compromise of, or consent to the entry of judgement in, any action, claim or proceeding by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (2) 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 4.7 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.


4.8             
Reservation of Common Stock. Subject to the receipt of Stockholder Approval and the consummation
of the Authorized Share Increase, from and after the consummation of the Authorized Share Increase, the Company shall 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.


4.9             
Listing of Common Stock. The Company hereby agrees to use best efforts to maintain the listing
of the Common Stock on the Trading Market on which it is currently listed. The Company will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. For so long as the Company maintains a listing
or quotation of the Common Stock on a 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.


4.10         
Reservation and Listing of Securities.


(a)              
On and after the Authorized Share Increase Date, the Company shall maintain a reserve, free of any
preemptive rights, from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as
may then be required to fulfill its obligations in full under the Transaction Documents.  If, at any date after the Authorized Share
Increase Date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum




    	31 



    	 



    

on such date, then the Board of Directors
shall use commercially reasonable efforts to amend the Company’s certificate or articles of incorporation to increase the number
of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible, and in any event
not later than the 90th day after such date.


(b)              
As soon as reasonably possible and, in any event, within
four (4) days of the Closing Date, the Company will file a preliminary proxy statement with the SEC for purposes of holding a special
meeting of stockholders to approve the Authorized Share Increase Amendment. Thereafter, unless the Company has received comments from
the SEC to the preliminary proxy statement, the Company shall file a definitive proxy statement for such purposes within fifteen (15)
days of the Closing Date. In the event the Company receives comments to the preliminary proxy statement from the SEC, the Company shall
promptly and diligently respond to and use commercially reasonable efforts to resolve such comments. The Company shall keep the Investors
reasonably informed of any such comments and responses. As long as the Company has Shares outstanding, the Company shall hold a special
meeting of stockholders (which may also be at the annual meeting of stockholders) on or prior to August 26, 2022, for the purpose of obtaining
the Stockholder Approval with the recommendation of the Company’s Board of Directors that such proposals are approved, and the Company
shall solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy
statement and all management-appointed proxyholders shall vote their proxies in favor of such proposals.  The Company shall use its
best efforts to obtain the Stockholder Approval. If the Company does not obtain the Stockholder Approval at the first meeting, the Company
shall call a meeting at least every one hundred twenty (120) days thereafter to seek the Stockholder Approval until the date on which
the Stockholder Approval is obtained.  When the Company obtains the Stockholder Approval, the Company shall file the Authorized Share
Increase Amendment with the State of Nevada, and cause the Authorized Share Increase to become effective, as soon as practicable, but
in no event later than one (1) Business Day following the Stockholder Approval. On the Authorized Share Increase Date, the Company shall
file a Form 8-K disclosing that the Authorized Share Increase Amendment has been filed with and accepted by the State of Nevada and that
the Authorized Share Increase has become effective.


(c)              
The Company shall, if applicable: (i) in the time and manner required by the principal Trading Market,
prepare and file with such Trading Market an additional shares listing application covering a number of shares of Common Stock at least
equal to the Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be
approved for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such
listing or quotation and (iv) maintain for two (2) years the listing or quotation of such Common Stock on any date at least equal to the
Required Minimum on such date on such Trading Market or another Trading Market. The Company agrees to maintain for two (2) years
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.




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4.11         
 Subsequent Equity Sales.


(a)              
Except as otherwise provided in this Section 4.11, to the extent shares of Preferred Stock are outstanding,
from the date hereof until sixty (60) days thereafter, neither the Company nor any Subsidiary shall issue, enter into any agreement to
issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. In addition, to the extent
shares of Preferred Stock are outstanding, from the Closing Date until one hundred twenty (120) days thereafter, neither the Company nor
any subsidiary shall issue any shares of preferred stock or other securities having rights senior to or pari passu with the Preferred
Stock.


(b)              
Except as otherwise provided in this Section 4.11, from the date hereof until the earlier of (A) the
date on which all Shares are redeemed in accordance with their terms and (B) the date that is one hundred eighty (180) days following
the Authorized Share Increase 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 whereby the Company
may issue securities at a future determined price.  A Variable Rate Transaction shall not include any sales pursuant to an at-the-market
offering or an equity line of credit. 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.


(c)              
Except as otherwise provided in this Section 4.11, until the Authorized Share Increase Date, neither
the Company nor any Subsidiary shall make any issuance whatsoever of Common Stock or Common Stock Equivalents.  The 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.


(d)              
Notwithstanding the foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance,
except that no Variable Rate Transaction shall be an Exempt Issuance. 


4.12         
Restrictions on Conversion and Voting of Preferred Stock.  


(a)              
From the date hereof up to and including the Authorized Share Increase Date, each Purchaser, severally
and not jointly with the other Purchasers, covenants that




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such Purchaser will not convert any shares
of Preferred Stock and such Purchaser will not transfer, offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or
enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition
or effective economic disposition due to cash settlement or otherwise)) any shares of Preferred Stock.


(b)              
[RESERVED]


(c)              
[RESERVED]


4.13         
Equal Treatment of Purchasers. No consideration (including any modification of any Transaction
Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents
unless the same consideration is also offered to all of the parties to such Transaction Documents. 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 Shares 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 4.3. 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 4.3, 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 (including Section 4.12), 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
4.3, (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 4.3 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 4.3. Notwithstanding the foregoing, and except as set forth in Section 4.12, 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.




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4.15         
 Capital Changes. To the extent that shares of Preferred Stock are outstanding, 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, provided that no consent shall be required
in the event the Company undertakes a reverse stock split for purposes of maintaining the listing of the Common Stock on the Trading Market.


4.16         
Securities Law Filings. The Company covenants and agrees that 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) thereto, will conform in all material respects to the requirements of the Securities Act and Exchange Act and
the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. 


ARTICLE V. 

MISCELLANEOUS


5.1             
Termination. This Agreement
may be terminated by any Purchaser, by written notice to the Company, if the Closing has not been consummated on or before the fifth (5th)
Trading Day following the date hereof.


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 Shares to the Purchasers.


5.3             
Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto,
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
below 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 below
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




    	35 



    	 



    

such notices and communications shall be as
set forth below. To the extent that any notice provided pursuant to any Transaction Documents 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.


If
to the Company:


Tonix
Pharmaceuticals Holdings Corp.

26 Main Street, Suite 101

Chatham, New Jersey

Attn: Bradley Saenger

Chief Financial Officer

Email:


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


Lowenstein
Sandler LLP

One Lowenstein Drive

Roseland, NJ 07068

Attn: Alan Wovsaniker

Email: awovsaniker@lowesntein.com


If
to the Purchasers:


to
the addresses set forth on the signature pages hereto.


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 prior to Closing by each individual Purchaser, and after Closing,
by the Company and Purchasers which purchased a majority in interest of the Shares based on the initial Subscription Amounts hereunder
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. 


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 Shares, provided that




    	36 



    	 



    

such transferee agrees in writing to be bound,
with respect to the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


5.8             
No 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 4.7 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 4.7, 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.


5.10         
Survival. The covenants, representations and warranties contained herein shall survive the
Closing and the delivery of the Shares for a period of five (5) years from the Closing.


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.




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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.


5.14         
Replacement of Shares. If any certificate or instrument evidencing any Shares 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
Shares.


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 seek 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.


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 Purchasers have been represented
by its own separate legal counsel in its review and negotiation of the Transaction




    	38 



    	 



    

Documents. For reasons of administrative convenience
only, the Purchasers and their counsel have chosen to communicate with the Company through the legal counsel of the Placement Agent. The
legal counsel of the Placement Agent does not represent the Purchasers and only represents the Placement Agent.


5.18         
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.


5.19         
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.


5.20         
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)


 




    	39 



    	 



    

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.


	TONIX PHARMACEUTICALS HOLDING CORP.
	By:                                                                     
	Name: Seth Lederman
	Title: President and Chief Executive Officer 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	40 



    	 



    

[PURCHASER SIGNATURE PAGES TO
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:                                                                  



Facsimile Number of Authorized Signatory:                                                            



Address for Notice to Purchaser:                                                                               



DWAC for Shares:                                                                                                    



Subscription Amount for Series A Stock: $                                 



Shares of Series A Stock:                                                           



Subscription Amount for Series B Stock: $                                 



Shares of Series B Stock:                                                           



Per Share Purchase Price:                                                           


Purchase Price for Series A Stock: $                                                           


Purchase Price for Series B Stock: $                                                           


EIN Number:                                                 



 




    	41 



    	 



    

 


EXHIBIT A


 


Form of Registration Rights
Agreement


 


 






    	42