Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of July 16, 2018, by and among HealthLynked Corp., a Nevada corporation,
with headquarters located at 1726 Medical Blvd., Suite 101, Naples, Florida 34110 (the “Company”), and the investors
listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


WHEREAS:


 


A. The
Company and each Buyer is 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 “1933 Act”), and Rule 506(b) of Regulation D
(“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B. Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that aggregate
number of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), set forth opposite
such Buyer’s name in column (3) on the Schedule of Buyers (which aggregate amount for all Buyers together shall be [3,900,000][1]
shares of Common Stock and shall collectively be referred to herein as the “Common Shares”), (ii) warrants, in
substantially the form attached hereto as Exhibit A (the “Series A Warrants”), representing the right to
acquire initially that number of shares of Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers
(as exercised, collectively, the “Series A Warrant Shares”), (iii) warrants, in substantially the form attached
hereto as Exhibit B (the “Series B Warrants”), representing the right to acquire initially that number
of shares of Common Stock in accordance with its terms and conditions (as exercised, collectively, the “Series B Warrant
Shares”) and (iv) pre-funded warrants, in substantially the form attached hereto as Exhibit C (the “Pre-funded
Warrants” and, together with the Series A Warrants and Series B Warrants, the “Warrants”), representing
the right to acquire initially that number of shares of Common Stock set forth opposite such Buyer’s name in column (5) on the
Schedule of Buyers (as exercised, collectively, the “Pre-Funded Warrant Shares” and, together with the Series
A Warrant Shares and the Series B Warrant Shares, the “Warrant Shares”).


 


C. Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,
in substantially the form attached hereto as Exhibit D (the “Registration Rights Agreement”), pursuant
to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in
the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state
securities laws.


 


D. The
Common Shares, the Warrants and the Warrant Shares collectively are referred to herein as the “Securities.”


 


 


 






1
In addition to the Common Shares, 4,100,000 Pre-funded Warrants will be issued at closing, each with a per warrant
purchase price of $0.2499 and a $0.0001 per share exercise price.


 






    


     


    

 


NOW, THEREFORE,
the Company and each Buyer hereby agree as follows:


 


1.PURCHASE
AND SALE OF COMMON SHARES AND WARRANTS.


 


(a) Purchase
of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below,
the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company
on the Closing Date (as defined below), (w) the number of Common Shares as is set forth opposite such Buyer’s name in column (3)
on the Schedule of Buyers, along with (x) Series A Warrants to acquire up to that number of Series A Warrant Shares as is set forth
opposite such Buyer’s name in column (4) on the Schedule of Buyers, (y) Series B Warrants to acquire Series B Warrant Shares in
accordance with its terms and conditions and (z) Pre-Funded Warrants to acquire up to that number of Pre-Funded Warrant Shares
as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers (the “Closing”).


 


(b) Closing.
The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City time, on the date hereof
(or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver)
of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Schulte Roth & Zabel LLP, 919 Third
Avenue, New York, New York 10022. The Closing may also be undertaken remotely by electronic transfer of Closing documentation.


 


(c) Purchase
Price. The purchase price for the Common Shares and the related Warrants to be purchased by each Buyer at the Closing shall
be the amount set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers (the “Purchase Price”),
which shall be equal to (i) the amount of $0.25 per Common Share and related Warrants and (ii) the amount of $0.2499 per Pre-Funded
Warrant and related Warrants.


 


(d) Form
of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Empery Asset
Master, Ltd. (the “Lead Investor”), any amounts withheld pursuant to Section 4(g)) to the Company for the Common
Shares and the Warrants to be issued and sold to such Buyer at the Closing by wire transfer of immediately available funds in accordance
with the Company’s written wire instructions, after deducting certain fees and expenses due to the Buyers and the Placement Agent;
and (ii) the Company shall deliver to each Buyer (w) one or more stock certificates, evidencing the number of Common Shares
such Buyer is purchasing as is set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers, (x) a Series A Warrant
pursuant to which such Buyer shall have the right to acquire such number of Series A Warrant Shares as is set forth opposite such
Buyer’s name in column (4) of the Schedule of Buyers, (y) a Series B Warrant pursuant to which such Buyer shall have the right
to acquire Series B Warrant Shares in accordance with its terms and conditions, and (z) a Pre-funded Warrant pursuant to which
such Buyer shall have the right to acquire such number of Pre-funded Warrant Shares as is set forth opposite such Buyer’s name
in column (5) of the Schedule of Buyers, in each case duly executed on behalf of the Company and registered in the name of such
Buyer or its designee.


 






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2.BUYER’S
REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself
to the Company that:


 


(a)No
Public Sale or Distribution. Such Buyer is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants
(other than pursuant to a Cashless Exercise (as defined in the Warrants)) will acquire the Warrant Shares issuable upon exercise
of the Warrants, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution
thereof, except pursuant to sales registered or exempted under the 1933 Act; provided, however, that by making the
representations herein, such Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves
the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under
the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently
have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities. As used herein,
”Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.


 


(b)Accredited
Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.


 


(c)Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings
of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire
the Securities.


 


(d)Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and
its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other
due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect
such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands that its investment
in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered
necessary to make an informed investment decision with respect to its acquisition of the Securities.


 


(e)No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(f)Transfer
or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not
been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned
or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of
counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned
or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance
that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act, as
amended, (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance
on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of
the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter
(as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and
regulations of the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities
under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. 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 and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise
make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including,
without limitation, this Section 2(f).


 


(g)Legends.
Such Buyer understands that the certificates or other instruments representing the Common Shares and the Warrants and, until such
time as the resale of the Common Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration
Rights Agreement, the stock certificates representing the Warrant Shares, except as set forth below, shall bear a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY
THE HOLDER, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE
144 OR RULE 144A UNDER SAID ACT. 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.


 






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The legend set forth above shall
be removed and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped
or issue to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”),
if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that such sale, assignment
or transfer of the Securities may be made without registration under the applicable requirements of the 1933 Act, or (iii) the
Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A. The Company shall be responsible for the fees
of its transfer agent and all DTC fees associated with such issuance. If the Company shall fail for any reason or for no reason
to issue to the holder of the Securities within two (2) Trading Days (as defined in the Warrants) after the occurrence of any of
(i) through (iii) above (the initial date of such occurrence, the “Legend Removal Date”), a certificate without
such legend to such holder or to issue such Securities to such holder by electronic delivery at the applicable balance account
at DTC, and if on or after such Trading Day the holder purchases (in an open market transaction or otherwise) Common Stock to deliver
in satisfaction of a sale by the holder of such Securities that the holder anticipated receiving without legend from the Company
(a “Buy-In”), then the Company shall, within two (2) Trading Days after the holder’s request and in the holder’s
discretion, either (i) pay cash to the holder in an amount equal to the holder’s total purchase price (including brokerage commissions,
if any) for the Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver
such unlegended Securities shall terminate, or (ii) promptly honor its obligation to deliver to the holder such unlegended Securities
as provided above and pay cash to the holder in an amount equal to the excess (if any) of the Buy-In Price over the product of
(A) such number of shares of Common Stock, times (B) any trading price of the Common Stock selected by the Holder in writing as
in effect at any time during the period beginning on the applicable Legend Removal Date and the date the Company makes the applicable
cash payment. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with such issuance.


 


(h)Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered
on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.


 


(i)No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and
the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational
documents of such Buyer or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii)
above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 






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3.REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:


 


(a)Organization
and Qualification. Each of the Company and each of its “Subsidiaries” (which for purposes of this Agreement
means any entity in which the Company, directly or indirectly, owns any of the capital stock or holds an equity or similar interest)
are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed,
and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and
as presently proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to
do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted
by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would
not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition
(financial or otherwise) or prospects of the Company and its Subsidiaries, individually or taken as a whole, or on the transactions
contemplated hereby or on the other Transaction Documents or by the agreements and instruments to be entered into in connection
herewith or therewith, or on the authority or ability of the Company to perform any of its obligations under any of the Transaction
Documents (as defined below). The Company has no Subsidiaries except as set forth in Schedule 3(a). The outstanding shares
of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and
are owned by the Company or another Subsidiary free and clear of all liens, encumbrances and equities and claims; and no options,
warrants or other rights to purchase, agreements or other obligations to issue or other rights to convert any obligations into
shares of capital stock or ownership interests in the Subsidiaries are outstanding.


 


(b)Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, the Warrants, the Registration Rights Agreement, the Lock-Up Agreements (as defined in Section 7(x)), the
Irrevocable Transfer Agent Instructions (as defined in Section 5(b)), and each of the other agreements entered into by the parties
hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”)
and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the
other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby,
including, without limitation, the issuance of the Common Shares and the Warrants and the reservation for issuance and the issuance
of the Warrant Shares issuable upon exercise of the Warrants have been duly authorized by the Company’s Board of Directors and
(other than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in
accordance with the requirements of the Registration Rights Agreement, a Form D with the SEC and any other filings as may be required
by any state securities agencies) no further filing, consent or authorization is required by the Company, its Board of Directors
or its stockholders. This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and
constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and
remedies.


 






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(c)Issuance
of Securities. The issuance of the Common Shares and the Warrants are duly authorized and, upon issuance in accordance with
the terms of the Transaction Documents, the Common Shares and the Warrants shall be validly issued and free from all preemptive
or similar rights (except for those which have been validly waived prior to the date hereof), taxes, liens and charges and other
encumbrances with respect to the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being
entitled to all rights accorded to a holder of Common Stock. As of the Closing Date, a number of shares of Common Stock shall have
been duly authorized and reserved for issuance which equals at least the sum of (i) the maximum number of shares of Common Stock
issuable upon exercise of the Series A Warrants, (ii) the maximum number of shares of Common Stock issuable upon exercise of the
Pre-funded Warrants and (iii) the maximum number of shares of Common Stock issuable upon exercise of the Series B Warrants, in
each case, without giving effect to any limitation on exercise set forth therein and, with respect to the Series A Warrants and
Series B Warrants, assuming that the Maximum Eligibility Number (as defined in the Series B Warrant) is determined based on a Reset
Price (as defined in the Series B Warrants) equal to $0.08 (as adjusted for stock splits, stock dividends, recapitalizations, reorganizations,
reclassification, combinations, reverse stock splits or other similar events occurring after the date hereof). Upon exercise of
the Warrants in accordance with the Warrants, the Warrant Shares when issued will be validly issued, fully paid and nonassessable
and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof,
with the holders being entitled to all rights accorded to a holder of Common Stock. Assuming the accuracy of each of the representations
and warranties set forth in Section 2 of this Agreement, the offer and issuance by the Company of the Securities is exempt from
registration under the 1933 Act.


 


(d)No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and
the Warrants and reservation for issuance and issuance of the Warrant Shares) will not (i) result in a violation of the Articles
of Incorporation (as defined below) or Bylaws (as defined below) or other organizational documents of the Company or any of its
Subsidiaries, any capital stock of the Company or any of its Subsidiaries or the articles of association or bylaws of the Company
or any of its Subsidiaries or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and
the rules and regulations of the OTC QB market (the “Principal Market”) and including all applicable foreign,
federal, state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected.


 






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(e)Consents.
The Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other
than the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights
Agreement, a Form D with the SEC and any other filings as may be required by any state securities agencies), any court, governmental
agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its
obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All
consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence
have been obtained or effected on or prior to the Closing Date (or in the case of filings detailed above, will be made timely after
the Closing Date), and the Company is unaware of any facts or circumstances which might prevent the Company from obtaining or effecting
any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the
listing requirements of the Principal Market and has no knowledge of any facts or circumstances which would reasonably lead to
delisting or suspension of the Common Stock in the foreseeable future. The issuance by the Company of the Securities shall not
have the effect of delisting or suspending the Common Stock from the Principal Market.


 


(f)Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity
of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and
that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) an “affiliate” of the Company
or any of its Subsidiaries (as defined in Rule 144) or (iii) to the knowledge of the Company, a “beneficial owner” of
more than 10% of the Common Stock (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of
the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions
contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the
Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the
Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents has
been based solely on the independent evaluation by the Company and its representatives.


 






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(g)No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor)
relating to or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable
to ThinkEquity, a Division of Fordham Financial Management Inc. (the “Placement Agent”) in connection with the
sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including,
without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company
acknowledges that it has engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent,
neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or
sale of the Securities.


 


(h)No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company for purposes
of the 1933 Act or any applicable stockholder approval provisions, including, without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.
None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that
would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities
to be integrated with other offerings for purposes of any such applicable stockholder approval provisions.


 


(i)Application
of Takeover Protections; Rights Agreement. The Company and its Board of Directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the Articles of Incorporation,
Bylaws or other organizational documents or the laws of the jurisdiction of its formation which is or could become applicable to
any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance
of the Securities and any Buyer’s ownership of the Securities. The Company and its Board of Directors have taken all necessary
action, if any, in order to render inapplicable any stockholder rights plan or similar arrangement relating to accumulations of
beneficial ownership of Common Stock or a change in control of the Company or any of its Subsidiaries.


 






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(j)SEC
Documents; Financial Statements. Except as disclosed in Schedule 3(j), during the two (2) years prior to the date hereof,
the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the
SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the
Closing Date, and all exhibits included therein and financial statements, notes and schedules thereto and documents incorporated
by reference therein being hereinafter referred to as the “SEC Documents”). The Company has delivered to the Buyers
or their respective representatives true, correct and complete copies of the SEC Documents not available on the EDGAR system. As
of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act applicable
to the Company and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the
SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. As of their respective filing dates, the financial statements of the Company included
in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with U.S. generally
accepted accounting principles (“GAAP”), consistently applied during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to
the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the
financial position of the Company and its Subsidiaries as of the dates thereof and the results of its operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be
material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the
Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(d) of this
Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state
any material fact necessary in order to make the statements therein, in the light of the circumstance under which they are or were
made, not misleading.


 


(k)Absence
of Certain Changes. Except as disclosed in Schedule 3(k)(i), since December 31, 2017, there has been no material adverse
change and no material adverse development in the business, assets, liabilities, properties, operations, condition (financial or
otherwise), results of operations or prospects of the Company or any of its Subsidiaries. Except as disclosed in Schedule 3(k)(ii),
since December 31, 2017, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any
assets, individually or in the aggregate, in excess of $100,000 outside of the ordinary course of business or (iii) had capital
expenditures, individually or in the aggregate, in excess of $100,000. Neither the Company nor any of its Subsidiaries has taken
any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation
or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors
intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor
to do so. The Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after
giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes
of this Section 3(k), “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such
Person’s assets is less than the amount required to pay such Person’s total Indebtedness (as defined in Section 3(r)), (ii) such
Person is unable to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability
to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is
engaged as such business is now conducted and is proposed to be conducted.


 






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(l)No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred
or exists, or is contemplated to occur with respect to the Company, its Subsidiaries or their respective business, properties,
prospects, operations or financial condition, that would be required to be disclosed by the Company under applicable securities
laws on a registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock
and which has not been publicly announced.


 


(m)Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Articles of Incorporation, any certificate of designations, preferences or rights of any other outstanding series of
preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation or
certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment,
decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither
the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for
possible violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate foreign,
federal or state regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such
certificates, authorizations or permits would not have, individually or in the aggregate, a Material Adverse Effect, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit. Without limiting the generality of the foregoing, the Company is not in violation of any
of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that would
reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the two
(2) years prior to the date hereof, (i) the Common Stock have been listed or designated for quotation on the Principal Market,
(ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no
communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock
from the Principal Market.


 


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


 






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


 


(p) 
Transactions With Affiliates. Except as set forth in Schedule 3(p), none of the officers, directors or employees
of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other
than for ordinary course services as employees, officers or 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, or otherwise requiring
payments to or from any such officer, director or employee or, to the knowledge of the Company or any of its Subsidiaries, any
corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest or
is an employee, officer, director, trustee or partner.


 


(q)Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 500,000,000 shares of Common
Stock, of which as of the date hereof, 78,049,491 are issued and outstanding, 3,857,996 shares are reserved for issuance pursuant
to the Company’s stock option and purchase plans and 30,520,123 shares are reserved for issuance pursuant to securities (other
than the aforementioned options and Warrants) exercisable or exchangeable for, or convertible into, Common Stock and (ii) 20,000,000
shares of preferred stock, par value $0.0001 per share, of which 20,000,000 shares are designated as Series A preferred stock,
of which none are currently issued and outstanding.  No Common Stock are held in treasury.  All of such outstanding shares
are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. 52,053,640 shares
of the Company’s issued and outstanding Common Stock on the date hereof are as of the date hereof owned by Persons who are “affiliates”
(as defined in Rule 405 of the 1933 Act) of the Company or any of its Subsidiaries. (i) Except as disclosed in Schedule 3(q)(i),
hereto, none of the Company’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or
any liens or encumbrances suffered or permitted by the Company or any Subsidiary; (ii) except as disclosed in Schedule 3(q)(ii),
there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may
become bound to issue additional capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable
or exchangeable for, any capital stock of the Company or any of its Subsidiaries; (iii) except as disclosed in Schedule 3(q)(iii),
there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments
evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may
become bound; (iv) except as disclosed in Schedule 3(q)(iv), there are no financing statements securing obligations in any
amounts filed in connection with the Company or any of its Subsidiaries; (v), except as disclosed in Schedule 3(q)(v), there
are no agreements or arrangements (other than pursuant to the Registration Rights Agreement) under which the Company or any of
its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (vi) except as disclosed in Schedule
3(q)(vi), there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) except as disclosed in
Schedule 3(q)(vii), there are no securities or instruments containing anti-dilution or similar provisions that will be triggered
by the issuance of the Securities; (viii) except as disclosed in Schedule 3(q)(viii), neither the Company nor any Subsidiary
has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and (ix) neither
the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which
are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. True, correct
and complete copies of the Company’s articles of incorporation, as amended and as in effect on the date hereof (the “Articles
of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”),
and the terms of all securities convertible into, or exercisable or exchangeable for, Common Stock and the material rights of the
holders thereof in respect thereto have heretofore been filed as part of the SEC Documents.


 






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(r)Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries, (i) except as disclosed in Schedule 3(r)(i), has
any outstanding Indebtedness (as defined below), (ii) except as disclosed in Schedule 3(r)(ii), is a party to any contract,
agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or
instrument would reasonably be expected to result in a Material Adverse Effect, (iii) except as disclosed in Schedule 3(r)(iii),
is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except
where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) except
as disclosed in Schedule 3(r)(iv), is a party to any contract, agreement or instrument relating to any Indebtedness, the
performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Schedule
3(r) provides a detailed description of the material terms of such outstanding Indebtedness. For purposes of this Agreement:
(x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations
issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital
leases” in accordance with GAAP, consistently applied during the periods involved) (other than trade payables entered into
in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to
letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar
instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses,
(E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing,
in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and
remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property),
(F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for
the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above
secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any
mortgage, claim, lien, tax, right of first refusal, pledge, charge, security interest or other encumbrance upon or in any property
or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property
has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness,
capital lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability,
or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged,
or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole
or in part) against loss with respect thereto.


 






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(s)Absence
of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any court,
public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s Subsidiaries or any of the Company’s
or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except
as set forth in Schedule 3(s). The matters set forth in Schedule 3(s) would not reasonably be expected to have a
Material Adverse Effect.


 


(t)Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 


(u)Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good. No executive
officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries
has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise
terminate such officer’s employment with the Company or any such Subsidiary. No executive officer or other key employee of the
Company or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract,
confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement
or any restrictive covenant, and the continued employment of each such executive officer or other key employee (as the case may
be) 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 federal, state, local and foreign laws and regulations respecting labor,
employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.


 






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(v)Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title
to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free
and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not
interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. Any real property
and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company or any of its Subsidiaries.


 


(w)Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, patents, patent rights, copyrights, original works of authorship, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as now
conducted and as presently proposed to be conducted. Each of patents owned by the Company or any of its Subsidiaries is listed
on Schedule 3(w)(i). Except as set forth in Schedule 3(w)(ii), none of the Company’s or its Subsidiaries’ Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three
years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its Subsidiaries
of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to the knowledge of
the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding their Intellectual
Property Rights. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements
or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


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


 






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(y)Subsidiary
Rights. The Company or one of its Subsidiaries 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 such Subsidiary.


 


(z) Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all 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 and its Subsidiaries know of no basis for any such claim.


 


(aa)Internal
Accounting and Disclosure Controls. The Company and each of its 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,
consistently applied during the periods involved and applicable law, and to maintain asset and liability accountability, (iii) access
to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and
(iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable
intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures
(as such term is defined in Rule 13a-15 under the 1934 Act) that are effective in ensuring that information required to be disclosed
by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within
the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to
ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated
and communicated to the Company’s management, including its principal executive officer or officers and its principal financial
officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Except as set forth in Schedule
3(aa), during the twelve months prior to the date hereof neither the Company nor any of its Subsidiaries has received any notice
or correspondence from any accountant relating to any material weakness in any part of the system of internal accounting controls
of the Company or any of its Subsidiaries.


 


(bb)Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings
and is not so disclosed or that otherwise would be reasonably likely to have a Material Adverse Effect.


 






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(cc)Investment
Company Status. Neither the Company nor any of its Subsidiaries is, and upon consummation of the sale of the Securities, and
for so long as any Buyer holds any Securities, will not be, an “investment company,” an affiliate of an “investment
company,” a company controlled by an “investment company” or an “affiliated person” of, or “promoter”
or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company
Act of 1940, as amended.


 


(dd)Acknowledgement
Regarding Buyers’ Trading Activity. The Company acknowledges and agrees that (i) none of the Buyers has been asked to agree,
nor has any Buyer agreed, to desist from purchasing or selling, long and/or short, securities of the Company, or “derivative”
securities based on securities issued by the Company or to hold the Securities for any specified term; (ii) any Buyer, and counter-parties
in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short”
position in the Common Stock and (iii) each Buyer 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 one or more Buyers
may engage in hedging and/or trading activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Warrant Shares are being determined and (b) such hedging and/or trading
activities, if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time
the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading
activities do not constitute a breach of this Agreement, the Warrants or any of the documents executed in connection herewith.


 


(ee)Manipulation
of Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any
action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) other than the Placement
Agent, sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) other than
the Placement Agent, paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities
of the Company.


 


(ff)U.S.
Real Property Holding Corporation.  Neither the Company nor any of its Subsidiaries is, or has ever been, and so long
as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning
of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company and each Subsidiary shall so certify upon
any Buyer’s request.


 


(gg)Eligibility
for Registration. The Company is eligible to register the Common Shares and the Warrant Shares for resale by the Buyers using
Form S-1 promulgated under the 1933 Act.


 


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


 






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(ii) 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 (25%)
or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither
the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank
or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(jj)Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i)(1) of the 1933
Act.


 


(kk)Compliance
with Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements and
all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited to, those
of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended
by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957),
as amended, as well as the implementing rules and regulations promulgated thereunder, and
the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or self-regulatory body
(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






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(ll)No
Conflicts with Sanctions Laws. Neither the Company nor any of its Subsidiaries, nor any director, officer, employee, agent,
affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates is, or is
directly or indirectly owned or controlled by, a Person that is currently the subject or the target of any sanctions administered
or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department
of the Treasury (“OFAC”) or the U.S. Departments of State or Commerce and including, without limitation, the designation
as a “Specially Designated National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked
Persons”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”)
or any other relevant sanctions authority (collectively, “Sanctions Laws”); neither the Company, any of its Subsidiaries,
nor any director, officer, employee, agent, affiliate or other person associated with or acting on behalf of the Company or any
of its Subsidiaries or affiliates, is located, organized or resident in a country or territory that is the subject or target of
a comprehensive embargo or Sanctions Laws prohibiting trade with the country or territory, including, without limitation, Crimea,
Cuba, Iran, North Korea, Sudan and Syria (each, a “Sanctioned Country”); the Company maintains in effect
and enforces policies and procedures designed to ensure compliance by the Company and its Subsidiaries with applicable Sanctions
Laws; neither the Company, any of its Subsidiaries, nor any director, officer, employee,
agent, affiliate or other person associated with or acting on behalf of the Company or any of its Subsidiaries or affiliates, acting
in any capacity in connection with the operations of the Company, conducts any business with or for the benefit of any Blocked
Person or engages in making or receiving any contribution of funds, goods or services to, from or for the benefit of any Blocked
Person, or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked or subject
to blocking pursuant to any applicable Sanctions Laws; no action of the Company or any of
its Subsidiaries in connection with (i) the execution, delivery and performance of this Agreement and the other Transaction Documents,
(ii) the issuance and sale of the Securities, or (iii) the direct or indirect use of proceeds from the Securities or the consummation
of any other transaction contemplated hereby or by the other Transaction Documents or the fulfillment of the terms hereof or thereof,
will result in the proceeds of the transactions contemplated hereby and by the other Transaction Documents being used, or loaned,
contributed or otherwise made available, directly or indirectly, to any Subsidiary, joint venture partner or other person or entity,
for the purpose of (i) unlawfully funding or facilitating any activities of or business with any person that, at the time of such
funding or facilitation, is the subject or target of Sanctions Laws, (ii) unlawfully funding or facilitating any activities of
or business in any Sanctioned Country or (iii) in any other manner that will result in a violation by any Person (including any
Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions Laws. For the past
five (5) years, the Company and its Subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings
or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions
Laws or with any Sanctioned Country.


 


(mm)Anti-Bribery.
Neither the Company nor any of the Subsidiaries has made any contribution or other payment to any official of, or candidate
for, any federal, state or foreign office in violation of any law which violation is required to be disclosed in the Prospectus.
Neither the Company, nor any of its Subsidiaries or affiliates, nor any director, officer,
agent, employee or other person associated with or acting on behalf of the Company, or any of its Subsidiaries or affiliates, has
(i) used any funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity,
(ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee, to any employee or
agent of a private entity with which the Company does or seeks to do business (a “Private Sector Counterparty”)
or to foreign or domestic political parties or campaigns, (iii) violated or is in violation of any provision of any applicable
law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
or any applicable provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K.
Bribery Act 2010, or any other similar law of any other jurisdiction in which the Company operates its business, including, in
each case, the rules and regulations thereunder (the “Anti-Bribery Laws”), (iv) taken, is currently taking or
will take any action in furtherance of an offer, payment, gift or anything else of value, directly or indirectly, to any person
while knowing that all or some portion of the money or value will be offered, given or promised to anyone to improperly influence
official action, to obtain or retain business or otherwise to secure any improper advantage or (v) otherwise made any offer, bribe,
rebate, payoff, influence payment, unlawful kickback or other unlawful payment; the Company and each of its respective Subsidiaries
has instituted and has maintained, and will continue to maintain, policies and procedures reasonably designed to promote and achieve
compliance with the laws referred to in (iii) above and with this representation and warranty; none of the Company, nor any of
its Subsidiaries or affiliates will directly or indirectly use the proceeds of the convertible securities or lend, contribute or
otherwise make available such proceeds to any subsidiary, affiliate, joint venture partner or other person or entity for the purpose
of financing or facilitating any activity that would violate the laws and regulations referred to in (iii) above; there are, and
have been, no allegations, investigations or inquiries with regard to a potential violation of any Anti-Bribery Laws by the Company,
its Subsidiaries or affiliates, or any of their respective current or former directors, officers, employees, stockholders,
representatives or agents, or other persons acting or purporting to act on their behalf.


 






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(nn)No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(oo) Disclosure.
Except for discussions specifically regarding the offer and sale of the Securities, the Company confirms that neither it nor any
other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes
or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries,
other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands
and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the
Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions
contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries
is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of
the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to you pursuant
to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all
material respects as of the date on which such information is so provided and will 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 are made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve
(12) months preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with
respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including
results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure
at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. The Company acknowledges
and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 2.


 






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(pp)Stock
Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable Company
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, consistently applied during the periods involved 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.


 


(qq)No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents.


 


(rr)No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, 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 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer
Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with
its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.


 


(ss)Other
Covered Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will be paid (directly
or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D
Securities.


 


(tt)Dilutive
Effect. The Company understands and acknowledges that the number of Warrant Shares issuable pursuant to terms of the Warrants
will increase in certain circumstances. The Company further acknowledges that its obligation to issue Warrant Shares pursuant to
the terms of the Warrants in accordance with this Agreement and the Warrants is absolute and unconditional regardless of the dilutive
effect that such issuance may have on the ownership interests of other shareholders of the Company.


 


(uu)Related
Party Loans. All loans payable by the Company and/or its Subsidiaries to any of its directors, officers and/or any of their
Affiliates (the “Related Party Loans”), including, without limitation, all loans set forth on under the caption
“Related Party Notes Payable” on Schedule 3(r)(i), have been amended such that no payments under any of such Related
Party Loans will be due prior to December 31, 2019. 


 






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4. COVENANTS.


 


(a)Best
Efforts. Each party shall use its best efforts timely to satisfy each of the covenants and the conditions to be satisfied by
it as provided in Sections 6 and 7 of this Agreement.


 


(b)Form
D and Blue Sky. The Company agrees to file a Form D with respect to the Securities as required under Regulation D and to provide
a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as
the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Securities for sale to
the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of
the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to
the Buyers on or prior to the Closing Date. The Company shall make all filings and reports relating to the offer and sale of the
Securities required under applicable securities or “Blue Sky” laws of the states of the United States following the Closing
Date.


 


(c)Reporting
Status. Until the date on which the Investors (as defined in the Registration Rights Agreement) shall have sold all of the
Common Shares and Warrant Shares and none of the Warrants are outstanding (the “Reporting Period”), the Company
shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its
status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would
no longer require or otherwise permit such termination, and the Company shall take all actions necessary to maintain its eligibility
to register the Common Shares and Warrant Shares for resale by the Investors on Form S-1.


 


(d)Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes and for working
capital purposes, as well as for potential acquisitions.


 


(e)Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during
the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K,
any Quarterly Reports on Form 10-Q, any Current Reports on Form 8-K (or any analogous reports under the 1934 Act) and any registration
statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the same day as the release thereof,
facsimile or e-mailed copies of all press releases issued by the Company or any of its Subsidiaries and (iii) copies of any notices
and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available
or giving thereof to the stockholders. As used herein, “Business Day” means any day other than Saturday, Sunday
or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.


 






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(f)Listing.
The Company shall promptly secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement)
upon each national securities exchange and automated quotation system, if any, upon which the Common Stock are then listed (subject
to official notice of issuance) and shall maintain such listing of all Registrable Securities from time to time issuable under
the terms of the Transaction Documents. The Company shall maintain the authorization for quotation of the Common Stock on the Principal
Market or any other Eligible Market (as defined in the Warrants). Neither the Company nor any of its Subsidiaries shall take any
action which would be reasonably expected to result in the delisting or suspension of the Common Stock on the Principal Market.
The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).


 


(g)Fees.
The Company shall reimburse the Lead Investor (a Buyer) or its designee(s) (in addition to any other expense amounts paid to any
Buyer or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions
contemplated by the Transaction Documents (including all reasonable legal fees and disbursements in connection therewith, documentation
and implementation of the transactions contemplated by the Transaction Documents and due diligence in connection therewith), which
amount may be withheld by such Buyer from its Purchase Price at the Closing to the extent not previously reimbursed by the Company.
Notwithstanding the foregoing, in no event will the fees of counsel of the Lead Investor reimbursed by the Company pursuant to
this Section 4(g) (in addition to any other expense amounts paid to any Buyer or its counsel prior to the date of this Agreement)
exceed $15,000 without the prior approval from the Company. The Company shall be responsible for the payment of any placement agent’s
fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out
of the transactions contemplated hereby, including, without limitation, any fees or commissions payable to the Placement Agent,
including any reasonable legal fees and expenses of the Placement Agent. The Company shall pay, and hold each Buyer harmless against,
any liability, loss or expense (including, without limitation, reasonable attorney’s fees and out-of-pocket expenses) arising in
connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party
to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.


 


(h)Pledge
of Securities. The Company acknowledges and agrees that the Securities may be pledged by an Investor in connection with a bona
fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall
not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Investor effecting a pledge of Securities
shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement or any other Transaction Document, including, without limitation, Section 2(f) hereof; provided that an Investor
and its pledgee shall be required to comply with the provisions of Section 2(f) hereof in order to effect a sale, transfer or assignment
of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities
may reasonably request in connection with a pledge of the Securities to such pledgee by an Investor.


 






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(i)Disclosure
of Transactions and Other Material Information. On or before 9:00 AM on July 18, 2018, the Company shall (A) issue a press
release (the “Press Release”) reasonably acceptable to the Buyers disclosing all material terms of the transactions
contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction
Documents in the form required by the 1934 Act and attaching the material Transaction Documents (including, without limitation,
this Agreement (and all schedules and exhibits to this Agreement), the form of the Warrant, the form of Lock-Up Agreement and the
form of the Registration Rights Agreement as exhibits to such filing (including all attachments), the “8-K Filing”).
From and after the filing of the 8-K Filing, no Buyer shall be in possession of any material, non-public information received from
the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates or agents, that is not
disclosed in the 8-K Filing. In addition, effective upon the filing of the 8-K Filing, 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, affiliates, employees or agents, on the one hand, and any of the Buyers
or any of their affiliates, on the other hand, shall terminate. The Company shall not, and shall cause each of its Subsidiaries
and its and each of their respective officers, directors, employees, affiliates and agents, not to, provide any Buyer with any
material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express
prior written consent of such Buyer. If a Buyer has, or believes it has, received any such material, non-public information regarding
the Company or any of its Subsidiaries from the Company, any of its Subsidiaries or any of their respective officers, directors,
employees, affiliates or agents, it may provide the Company with written notice thereof. The Company shall, within two (2) Trading
Days of receipt of such notice, make public disclosure of such material, non-public information. In the event of a breach of the
foregoing covenant by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates
and agents, in addition to any other remedy provided herein or in the Transaction Documents, a Buyer shall have the right to make
a public disclosure, in the form of a press release, public advertisement or otherwise, of such material, non-public information
without the prior approval by the Company, its Subsidiaries, or any of its or their respective officers, directors, employees,
affiliates or agents. No Buyer shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers,
directors, employees, affiliates or agents for any such disclosure. To the extent that the Company delivers any material, non-public
information to a Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any
duty of confidentiality to the Company, any of its Subsidiaries or any of their respective officers, directors, employees, affiliates
or agents with respect to, or a duty to the Company, any of its Subsidiaries or any of their respective officers, directors, employees,
affiliates or agents not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither the
Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of any Buyer,
to make any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K
Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of
clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior
to its release). Except for the Registration Statement required to be filed pursuant to the Registration Rights Agreement, without
the prior written consent of any applicable Buyer, neither the Company nor any of its Subsidiaries or affiliates shall disclose
the name of such Buyer in any filing, announcement, release or otherwise.


 






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(j)Corporate
Existence. So long as any Buyer beneficially owns any Securities, the Company shall maintain its corporate existence and shall
not be party to any Fundamental Transaction (as defined in the Warrants) unless the Company is in compliance with the applicable
provisions governing Fundamental Transactions set forth in the Warrants.


 


(k)Reservation
of Shares. So long as any Buyer owns any Warrants, the Company shall take all action necessary to at all times after the date
hereof have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock issuable upon
exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth
in the Warrants). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to
meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient
number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet
the Company’s obligations under Section 3(c), in the case of an insufficient number of authorized shares, obtain stockholder approval
of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in
the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved
Amount.


 


(l)Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any governmental entity, including, without limitation, FCPA and other applicable Anti-Bribery Laws, OFAC regulations
and other applicable Sanctions Laws, and Anti-Money Laundering Laws.


 


(i) Neither
the Company, nor any of its Subsidiaries or affiliates, directors, officers, employees, representatives or agents shall:


 


(a) conduct
any business or engage in any transaction or dealing with or for the benefit of any Blocked Person, including the making or receiving
of any contribution of funds, goods or services to, from or for the benefit of any Blocked Person;


 


(b) deal
in, or otherwise engage in any transaction relating to, any property or interests in property blocked or subject to blocking pursuant
to the applicable Sanctions Laws;


 


(c) use
any of the proceeds of the transactions contemplated by this Agreement to finance, promote or otherwise support in any manner any
illegal activity, including, without limitation, any Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws; or


 






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(d) violate,
attempt to violate, or engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading
or avoiding, any of the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.


 


(ii) The
Company shall maintain in effect and enforce policies and procedures designed to ensure compliance by the Company and its Subsidiaries
and their directors, officers, employees, agents representatives and affiliates with the Sanctions Laws and Anti-Bribery Laws.


 


(iii) The
Company will promptly notify the Buyers in writing if any of the Company, or any of its Subsidiaries or affiliates, directors,
officers, employees, representatives or agents, shall become a Blocked Person, or become
directly or indirectly owned or controlled by a Blocked Person.


 


(iv) The
Company shall provide such information and documentation as the Buyers or any of their affiliates may require to satisfy compliance
with the Anti-Money Laundering Laws, Sanctions Laws, or Anti-Bribery Laws.


 


(v) The
covenants set forth above shall be ongoing. The Company shall promptly notify the Buyers in writing should it become aware (a)
of any changes to these covenants, or (b) if it cannot comply with the covenants set forth herein. The Company shall also promptly
notify the Buyers in writing should they become aware of an investigation, litigation or regulatory action relating to an alleged
or potential violation of the Anti-Money Laundering Laws, Sanctions Laws, and Anti-Bribery Laws.


 


(m)Additional
Issuances of Securities.


 


(i) For
purposes of this Section 4(m), the following definitions shall apply.


 


(1)“Convertible
Securities” means any stock or securities (other than Options) convertible into or exercisable or exchangeable for Common
Stock.


 


(2)“Options”
means any rights, warrants or options to subscribe for or purchase Common Stock or Convertible Securities.


 


(3)“Common
Stock Equivalents” means, collectively, Options and Convertible Securities.


 






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(ii) From
the date hereof until the Trigger Date, the Company shall not, directly or indirectly, file any registration statement with the
SEC, or file any amendment or supplement thereto or cause any registration statement or amendment thereto to be declared effective
by the SEC, or grant any registration rights to any Person that can be exercised prior to such time as set forth above, other than
pursuant to the Registration Rights Agreement. From the date hereof until the date that is ninety (90) calendar days after the
Trigger Date, the Company shall not, (1) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose
of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt,
equity or equity equivalent securities, including without limitation any debt, preferred stock or other instrument or security
that is, at any time during its life and under any circumstances, convertible into or exchangeable or exercisable for Common Stock
or Common Stock Equivalents, including, without limitation, any rights, warrants or options to subscribe for or purchase Common
Stock or directly or indirectly convertible into or exchangeable or exercisable for Common Stock at a price which varies or may
vary with the market price of the Common Stock, including by way of one or more reset(s) to any fixed price (any such offer, sale,
grant, disposition or announcement being referred to as a “Subsequent Placement”), (2) enter into, or effect a
transaction under, any agreement, including, but not limited to, an equity line of credit or “at-the-market” offering,
whereby the Company may issue securities at a future determined price or (3) be party to any solicitations, negotiations or discussions
with regard to the foregoing. As used herein, “Trigger Date” means the earlier of (x) such time as one or more
Registration Statement(s) covering the resale of all Registrable Securities has been effective and available for the re-sale of
all such Registrable Securities and (y) such time as all of the Registrable Securities may be sold without restriction or limitation
pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1). At any time prior to the date that is
ninety (90) calendar days after the Trigger Date, the Company and each Subsidiary shall be prohibited from effecting or entering
into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Ordinary
Shares at any time after the initial issuance of such Convertible 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 Convertible Securities or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Ordinary
Shares, other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement
(including, without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any
Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation”
rights). Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such
issuance, which remedy shall be in addition to any right to collect damages. The restrictions contained in this subsection (ii)
shall not apply in connection with (x) the issuance of any Excluded Securities (as defined in the Warrants) and/or (y) the issuance
of shares of Common Stock or any “put” or similar transaction made by the Company pursuant to that certain Investment
Agreement, as amended, by and between the Company and Iconic Holdings, LLC (the “Iconic Investment Agreement”)
during the period from the date hereof until the Trigger Date; provided, that if the Weighed Average Price (as defined in
the Warrants) of the Common Stock is equal to or less than $0.15 at any time after the date hereof, the provisions of this clause
(y) shall no longer apply.


 


(iii) From
90 days following the Trigger Date until the two (2) year anniversary of the Closing Date (the “Participation Period”),
the Company will not, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with
this Section 4(m)(iii).


 






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(1) The
Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended
issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”)
in a Subsequent Placement, which Offer Notice shall (A) identify and describe the Offered Securities, (B) describe the price
and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued,
sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered Securities are to be offered, issued,
sold or exchanged and (D) offer to issue and sell to or exchange with such Buyers at least 35% of the Offered Securities, allocated
among such Buyers (I) based on such Buyer’s pro rata portion of the aggregate number of Common Shares purchased hereunder (the
“Basic Amount”), and (II) with respect to each Buyer that elects to purchase its Basic Amount, any additional
portion of the Offered Securities attributable to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase
or acquire should the other Buyers subscribe for less than their Basic Amounts (the “Undersubscription Amount”).


 


(2) To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the third (3rd)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of
such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic Amount,
the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, that if the Undersubscription
Amounts subscribed for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the
“Available Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be
entitled to purchase only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the
total Basic Amounts of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the
extent its deems reasonably necessary. Notwithstanding anything to the contrary contained herein, if the Company desires to modify
or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers
a new Offer Notice and the Offer Period shall expire on the third (3rd) Business Day after such Buyer’s receipt of such
new Offer Notice.


 


(3) The
Company shall have five (5) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all
or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the “Refused
Securities”) pursuant to a definitive agreement (the “Subsequent Placement Agreement”) but only to the
offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation,
unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company
than those set forth in the Offer Notice and (B) to publicly announce (I) the execution of such Subsequent Placement Agreement,
and (II) either (x) the consummation of the transactions contemplated by such Subsequent Placement Agreement or (y) the termination
of such Subsequent Placement Agreement, in each case, which shall be filed with the SEC on a Current Report on Form 8-K with such
Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto.


 






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(4) In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(m)(iii)(3) above), then each Buyer may, at its sole option and in its sole discretion, reduce the
number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number
or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(m)(iii)(2) above multiplied by a
fraction, (A) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue,
sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to Section 4(m)(iii)(3) above prior to such
reduction) and (B) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer
so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue,
sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been
offered to the Buyers in accordance with Section 4(m)(iii)(1) above.


 


(5) Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers shall acquire from
the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices of
Acceptance, as reduced pursuant to Section 4(m)(iii)(3) above if the Buyers have so elected, upon the terms and conditions specified
in the Offer. The purchase by the Buyers of any Offered Securities is subject in all cases to the preparation, execution and delivery
by the Company and the Buyers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance
to the Buyers and their respective counsel.


 


(6) Any
Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(m)(iii)(3) above may not be issued,
sold or exchanged until they are again offered to the Buyers under the procedures specified in this Agreement.


 


(7) The
Company and the Buyers agree that if any Buyer elects to participate in the Offer, (A) neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement
Documents”) shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading
as to any securities of the Company owned by such Buyer prior to such Subsequent Placement, and (B) any registration rights set
forth in such Subsequent Placement Documents shall be similar in all material respects to the registration rights contained in
the Registration Rights Agreement.


 






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(8) Notwithstanding
anything to the contrary in this Section 4(m) and unless otherwise agreed to by the Buyers, the Company shall either confirm in
writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case in such a manner such that the Buyers will not be in possession of
material non-public information, by the tenth (10th) Business Day following delivery of the Offer Notice. If by the
tenth (10th) Business Day following delivery of the Offer Notice no public disclosure regarding a transaction with respect
to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyers,
such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession of any material,
non-public information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered
Securities, the Company shall provide each Buyer with another Offer Notice and each Buyer will again have the right of participation
set forth in this Section 4(m)(iii). The Company shall not be permitted to deliver more than one such Offer Notice to the Buyers
in any 60 day period.


 


(iv) The
restrictions contained in subsection (iii) of this Section 4(m) shall not apply in connection with (x) the issuance of any Excluded
Securities (as defined in the Warrants) and/or (y) the issuance of shares of Common Stock or any “put” or similar transaction
made by the Company pursuant to that certain Iconic Investment Agreement.


 


(v) Notwithstanding
anything to the contrary in Section 4(m)(iii), if, during the Participation Period, the Company becomes eligible to register its
securities on a Registration Statement on Form S-3 with the SEC, the Company will not, directly or indirectly, effect any Subsequent
Placement by means of a sale (i.e. “shelf take-down”) of securities registered on such Form S-3 (a “Subsequent
Overnight Placement”) unless the Company shall have first complied with this Section 4(m)(v).


 


(1) Between
the time period of 4:00 pm (New York City time) and 6:00 pm (New York City time) on the Trading Day immediately prior to the Trading
Day of the expected announcement of the Subsequent Overnight Placement (or, if the Trading Day of the expected announcement of
the Subsequent Overnight Placement is the first Trading Day following a holiday or a weekend (including a holiday weekend), between
the time period of 4:00 pm (New York City time) on the Trading Day immediately prior to such holiday or weekend and 2:00 pm (New
York City time) on the day immediately prior to the Trading Day of the expected announcement of the Subsequent Overnight Placement),
the Company shall deliver to each Buyer a written notice of the Company’s intention to effect a Subsequent Overnight Placement
(a “Subsequent Overnight Placement Notice”), which notice shall describe in reasonable detail the proposed terms
of such Subsequent Overnight Placement, the amount of proceeds intended to be raised thereunder and the Person or Persons through
or with whom such Subsequent Overnight Placement is proposed to be effected and shall include a term sheet and transaction documents
relating thereto as an attachment.


 






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(2) Any
Buyer desiring to participate in such Subsequent Overnight Placement must provide written notice to the Company by 6:30 am (New
York City time) on the Trading Day following the date on which the Subsequent Overnight Placement Notice is delivered to such Buyer
(the “Overnight Notice Termination Time”) that such Buyer is willing to participate in the Subsequent Overnight
Placement, the amount of such Buyer’s participation (subject to the amounts provided for in Section 4(m)(iii)(1), and representing
and warranting that such Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Overnight Placement Notice. If the Company receives no such notice from a Buyer as of such Overnight Notice Termination Time, such
Buyer shall be deemed to have notified the Company that it does not elect to participate in such Subsequent Overnight Placement.


 


(3) If,
by the Overnight Notice Termination Time, notifications by the Buyer of their willingness to participate in the Subsequent Overnight
Placement (or to cause their designees to participate) is, in the aggregate, less than the total amount of the Subsequent Overnight
Placement, then the Company may effect the remaining portion of such Subsequent Overnight Placement on the terms and with the Persons
set forth in the Subsequent Overnight Placement Notice.


 


(4) The
Company must provide the Buyers with a second Subsequent Overnight Placement Notice, and the Buyers will again have the right of
participation set forth above in this Section 4(m)(v), if the definitive agreement related to the initial Subsequent Overnight
Placement Notice is not entered into for any reason on the terms set forth in such Subsequent Overnight Placement Notice within
two (2) Trading Days after the date of delivery of the initial Subsequent Overnight Placement Notice.


 


(5) The
Company and each Buyer agree that, if any Buyer elects to participate in the Subsequent Overnight Placement, the transaction documents
related to the Subsequent Overnight Placement shall not include any term or provision whereby such Buyer shall be required to agree
to any restrictions on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or
termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior written
consent of such Buyer. In addition, the Company and each Buyer agree that, in connection with a Subsequent Overnight Placement,
the transaction documents related to the Subsequent Overnight Placement shall include a requirement for the Company to issue a
widely disseminated press release by 9:30 am (New York City time) on the Trading Day of execution of the transaction documents
in such Subsequent Overnight Placement (or, if the date of execution is not a Trading Day, on the immediately following Trading
Day) that discloses the material terms of the transactions contemplated by the transaction documents in such Subsequent Overnight
Placement.


 


(6) Notwithstanding
anything to the contrary in this 4(m)(v) and unless otherwise agreed to by such Buyer, the Company shall either confirm in writing
to such Buyer that the transaction with respect to the Subsequent Overnight Placement has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Overnight Placement, in either case, in such a manner such that such Buyer
will not be in possession of any material, non-public information, by 9:30 am (New York City time) on the second (2nd) Trading
Day following date of delivery of the Subsequent Overnight Placement Notice. If by 9:30 am (New York City time) on such second
(2nd) Trading Day, no public disclosure regarding a transaction with respect to the Subsequent Overnight Placement has
been made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall
be deemed to have been abandoned and such Buyer shall not be deemed to be in possession of any material, non-public information
with respect to the Company or any of its Subsidiaries.


 






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(n)Public
Information. At any time during the period commencing from the six (6) month anniversary of the Closing Date and ending at
such time that all of the Securities, if a registration statement is not available for the resale of all of the Securities, may
be sold without restriction or limitation pursuant to Rule 144 and without the requirement to be in compliance with Rule 144(c)(1),
if the Company shall (i) fail for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation, the
failure to satisfy the current public information requirements under Rule 144(c) or (ii) if the Company has ever been an issuer
described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set
forth in Rule 144(i)(2) (each, a “Public Information Failure”) then, as partial relief for the damages to any
holder of Securities by reason of any such delay in or reduction of its ability to sell the Securities (which remedy shall not
be exclusive of any other remedies available at law or in equity), the Company shall pay to each such holder an amount in cash
equal to one percent (1.0%) of the aggregate Purchase Price of such holder’s Securities on the day of a Public Information Failure
and on every thirtieth day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (i) the date
such Public Information Failure is cured and (ii) such time that such Public Information Failure no longer prevents a holder of
Securities from selling such Securities pursuant to Rule 144 without any restrictions or limitations. The payments to which a holder
shall be entitled pursuant to this Section 4(p) are referred to herein as “Public Information Failure Payments.”
Notwithstanding anything to the contrary contained herein, the aggregate amount of all Public Information Failure Payments shall
not exceed 8% of the aggregate Purchase Price of such holder’s Securities. Public Information Failure Payments shall be paid on
the earlier of (I) the last day of the calendar month during which such Public Information Failure Payments are incurred and (II)
the third Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the event
the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments shall
bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full.


 


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


 


(p) Notice
of Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person.


 


(q) FAST
Compliance. While any Warrants are outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast
Automated Securities Transfer Program.


 






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(r)Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to deliver, or cause to be
delivered, to each Buyer and Schulte Roth & Zabel LLP a complete closing set of the executed Transaction Documents, Securities
and any other documents required to be delivered to any party pursuant to Section 7 hereof or otherwise.


 


(s) Related
Party Loans. While any Securities remain outstanding, without the prior written consent of the Required Holders, the Company
hereby covenants and agrees that it will not, and will cause its Subsidiaries not to, (i) change the date on which any payments
are due under any of the Related Party Loans to a date prior to December 31, 2019, (ii) make any payments under any of the Related
Party Loans prior to December 31, 2019.


 


5.REGISTER;
TRANSFER AGENT INSTRUCTIONS.


 


(a)Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Securities), a register for the Warrants in which the Company shall record the name and address of
the Person in whose name the Warrants have been issued (including the name and address of each transferee) and the number of Warrant
Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all
times during business hours for inspection of any Buyer or its legal representatives.


 


(b)Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent,
in the form of Exhibit E attached hereto (the “Irrevocable Transfer Agent Instructions”) to issue certificates
or credit shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s),
for the Common Shares and the Warrant Shares issued at the Closing or upon exercise of the Warrants in such amounts as specified
from time to time by each Buyer to the Company upon exercise of the Warrants. The Company warrants that no instruction other than
the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to
Section 2(f) hereof, will be given by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If
a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the
transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance
accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment.
In the event that such sale, assignment or transfer involves the Common Shares or the Warrant Shares sold, assigned or transferred
pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the
Buyer, assignee or transferee, as the case may be, without any restrictive legend. The Company acknowledges that a breach by it
of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law
for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies,
to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing
economic loss and without any bond or other security being required.


 






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6.CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


The obligation of the
Company hereunder to issue and sell the Common Shares and the related Warrants to each Buyer at the Closing is subject to the satisfaction,
at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit
and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i) Such
Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


(ii) Such
Buyer shall have delivered to the Company the Purchase Price (less, in the case of the Lead Investor, the amounts withheld pursuant
to Section 4(g)), for the Common Shares and the related Warrants being purchased by such Buyer at the Closing by wire transfer
of immediately available funds pursuant to the wire instructions provided by the Company.


 


(iii) The
representations and warranties of such Buyer shall be true and correct as of the date when made and as of the Closing Date as though
made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as
of such specified date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the
Closing Date.


 


7.CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


The obligation of each
Buyer hereunder to purchase the Common Shares and the related Warrants at the Closing is subject to the satisfaction, at or before
the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may
be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i) The
Company shall have duly executed and delivered to such Buyer (A) each of the Transaction Documents, (B) the Common Shares (allocated
in such amounts as such Buyer shall request), being purchased by such Buyer at the Closing pursuant to this Agreement and (C) the
related Warrants (allocated in such amounts as such Buyer shall request) being purchased by such Buyer at the Closing pursuant
to this Agreement.


 


(ii) Such
Buyer and the Placement Agent shall have received the opinion of Sheppard, Mullin, Richter & Hampton LLP, the Company’s outside
counsel, dated as of the Closing Date, in substantially the form of Exhibit F attached hereto.


 






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(iii) The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, which instructions shall have
been delivered to and acknowledged in writing by the Company’s transfer agent.


 


(iv) The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of
its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction,
as of a date within ten (10) calendar days of the Closing Date.


 


(v) The
Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good
standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business and
is required to so qualify, as of a date within ten (10) calendar days of the Closing Date.


 


(vi) The
Company shall have delivered to such Buyer a certified copy of the Articles of Incorporation as certified by the Secretary of State
(or comparable office) of the Company’s jurisdiction of formation within ten (10) calendar days of the Closing Date.


 


(vii) The
Company shall have delivered to such Buyer a certificate, executed by the Secretary of the Company and dated as of the Closing
Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s Board of Directors in a form reasonably
acceptable to such Buyer, (ii) the Articles of Incorporation and (iii) the Bylaws, each as in effect at the Closing, in the form
attached hereto as Exhibit G.


 


(viii) The
representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct
as of such specified date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to
the Closing Date. Such Buyer shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as
of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer in the form
attached hereto as Exhibit H.


 


(ix) The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of Common
Stock outstanding as of a date within five (5) calendar days of the Closing Date.


 


(x) The
Company shall have delivered to each Buyer a lock-up agreement in the form attached hereto as Exhibit I executed and delivered
by each of the Persons listed on Schedule 7(x) (collectively, the “Lock-Up Agreements”).


 


(xi) The
Common Stock (I) shall be designated for quotation or listed on the Principal Market and (II) shall not have been suspended, as
of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or
the Principal Market have been threatened, as of the Closing Date, either (A) in writing by the SEC or the Principal Market or
(B) by falling below the minimum listing maintenance requirements of the Principal Market.


 






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(xii) The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities.


 


(xiii) The
Company shall have entered into the Placement Agency Agreement with the Placement Agent.


 


(xiv) The
Company shall have delivered to such Buyer such other documents relating to the transactions contemplated by this Agreement as
such Buyer or its counsel may reasonably request.


 


8.TERMINATION.
In the event that the Closing shall not have occurred with respect to a Buyer on or before five (5) Business Days from the date
hereof due to the Company’s or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching
party’s failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement
with respect to such breaching party at the close of business on such date by delivering a written notice to that effect to each
other party to this Agreement and without liability of any party to any other party; provided, however, that if this
Agreement is terminated pursuant to this Section 8, the Company shall remain obligated to reimburse the Lead Investor or its designee(s),
as applicable, for the expenses described in Section 4(g) above.


 


9.MISCELLANEOUS.


 


(a)Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict
of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the
laws of any jurisdictions other than the State 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, and hereby irrevocably waives, and agrees
not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit,
action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 






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(b)Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect
as if the signature were an original, not a facsimile or .pdf signature.


 


(c)Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d)Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or
unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


(e)Entire
Agreement; Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements
between the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein,
and this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No
provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the holders of at least
a majority of the aggregate amount of Securities issued and issuable hereunder and under the Warrants (without regard to any restriction
or limitation on the exercise of the Warrants contained therein) and shall include the Lead Investor so long as the Lead Investor
or any of its Affiliates holds any Securities (the “Required Holders”), and any amendment to this Agreement made
in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities and the Company.
No provisions hereto may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.
No such amendment shall be effective to the extent that it applies to less than all of the Buyers or holders of the applicable
Securities then outstanding. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification
of any provision of any of the Transaction Documents unless the same consideration (other than the reimbursement of legal fees)
also is offered to all of the parties to the Transaction Documents, holders of Common Shares or holders of the Warrants, as the
case may be. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions
of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting
the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or
has any other obligation to provide any financing to the Company or otherwise.


 






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(f)Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement or any
of the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon delivery, when sent by facsimile (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party) or by electronic mail; (iii) upon delivery, when sent by electronic mail (provided
that the sending party does not receive an automated rejection notice); or (iv) one (1) Business Day after deposit with an
overnight courier service, in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and
e-mail addresses for such communications shall be:


 


If to the Company:


 


HealthLynked Corp.


1726 Medical Blvd Suite 101


Naples, Florida 34110


Telephone:   (239) 513-1992


Facsimile:     (239) 513-9022


Attention:     Michael Dent, M.D.


E-mail:         Chief Executive Officer


 


With a copy (for informational purposes only) to:


 


Sheppard, Mullin, Richter & Hampton LLP


30 Rockefeller Plaza


New York, New York 10112


Telephone:   (212) 653-8700


Facsimile:     (212) 653-8701


Attention:     Andrea Cataneo, Esq.


Email:          acataneo@sheppardmullin.com


 


If to the Transfer Agent:


 


Worldwide Stock Transfer LLC


One University Plaza, Suite 505


Hackensack, NJ 07601


Telephone:   (201) 820-2008


Facsimile:    (201) 820-2010


Attention:    Yonah Kopstick


E-mail:         ykopstick@wwstr.com


 






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If to a Buyer,
to its address, facsimile number and e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives
as set forth on the Schedule of Buyers,


 


With a copy (for informational purposes only) to:


 


Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Telephone:   (212) 756-2000

Facsimile:    (212) 593-5955

Attention:     Eleazer N. Klein, Esq.

E-mail:         eleazer.klein@srz.com


 


or to such
other address, facsimile number and/or e-mail address and/or to the attention of such other Person as the recipient party has specified
by written notice given to each other party five (5) calendar days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically
generated by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and an image of the
first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service,
receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(g)Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of the Common Shares or the Warrants. The Company shall not assign this Agreement or any rights
or obligations hereunder without the prior written consent of the Required Holders, including by way of a Fundamental Transaction
(unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in the Warrants).
A Buyer may assign some or all of its rights hereunder without the consent of the Company, in which event such assignee shall be
deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h)No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except that
each Indemnitee shall have the right to enforce the obligations of the Company with respect to Section 9(k).


 


(i)Survival.
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained
in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing. Each Buyer shall
be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


(j)Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 






    - 39 -


     


    

 


(k)Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and
in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify
and hold harmless each Buyer and each other holder of the Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made
against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and
arising out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents or any other
certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or
in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure made by such Buyer pursuant
to Section 4(i), or (iv) the status of such Buyer or holder of the Securities as an investor in the Company pursuant to the transactions
contemplated by the Transaction Documents. To the extent that the foregoing undertaking by the Company may be unenforceable for
any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities
that is permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the
rights and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.


 


(l)No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(m)Remedies.
Each Buyer and each holder of the Securities shall have all rights and remedies set forth in the Transaction Documents and all
rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights
which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law
may prove to be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek temporary
and permanent injunctive relief in any such case without the necessity of proving actual damages and without posting a bond or
other security.


 






    - 40 -


     


    

 


(n)Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
the Transaction Documents, whenever any Buyer 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 Buyer 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.


 


(o)Payment
Set Aside. To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other
Transaction Documents or the Buyers enforce or exercise their rights hereunder or 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, foreign, 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.


 


(p)Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document are several and not
joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations
of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the
Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of entity, or create a presumption
that the Buyers are in any way acting in concert or as a group, and the Company shall not assert any such claim with respect to
such obligations or the transactions contemplated by the Transaction Documents and the Company acknowledges that the Buyers are
not acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall
not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose.


 


[Signature Page Follows]


 




    - 41 -


     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 





	 	COMPANY:
	 	 	 
	 	HEALTHLYNKED CORP.
	 	 	 
	 	By:	/s/ Michael Dent, M.D.
	 	 	Name: Michael Dent, M.D.
	 	 	Title: Chief Executive Officer


 


 





[Signature Page to Securities Purchase
Agreement]






    


     


    

 





IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 





	 	BUYERS:
	 	 	 
	 	EMPERY ASSET MASTER, LTD.
	 	 	 
	 	By: 	Empery Asset Management, LP, its authorized agent


 


	 	By:	/s/ Brett Director
	 	 	Name: Brett Director
	 	 	Title: General Counsel


 


 





[Signature Page to Securities Purchase
Agreement]






    


     


    

 





IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 





	 	BUYERS:
	 	 	 
	 	EMPERY TAX EFFICIENT, LP
	 	 
	 	By: 	Empery Asset Management, LP, its authorized agent


 


	 	By:	/s/ Brett Director
	 	 	Name: Brett Director
	 	 	Title: General Counsel


 


 





[Signature Page to Securities Purchase
Agreement]






    


     


    

 




IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed
as of the date first written above.


 





	 	BUYERS:
	 	 	 
	 	EMPERY TAX EFFICIENT II, LP
	 	 
	 	By: 	Empery Asset Management, LP, its authorized agent


 


	 	By:	/s/ Brett Director
	 	 	Name: Brett Director
	 	 	Title: General Counsel


 


 





[Signature Page to Securities Purchase
Agreement]




    


     


    

 


SCHEDULE OF BUYERS


 





	(1)	 	(2)	 	 	(3)	 	 	(4)	 	 	(5)	 	 	(6)	 	(7)
	Buyer
	 	Address,
Facsimile Number and E-mail
	 	 	Number
of Common Shares
	 	 	 	Number
of Series A Warrant Shares
	 	 	 	Number
of Pre-Funded Warrants
	 	 	 	Purchase
Price
	 	 	Legal
Representative’s Address, Facsimile Number and E-mail

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Empery Asset Master, Ltd.	 	c/o Empery Asset Management, LP 
One Rockefeller Plaza, Suite 1205 
New York, New York 10020 
Attention: Ryan M. Lane 
Facsimile: (212) 608-3307 
Telephone: (212) 608-3300 
E-mail: notices@emperyam.com	 	 	1,631,190	 	 	 	3,346,031	 	 	 	1,714,841	 	 	$	836,336.27	 	 	Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone: (212) 756-2376 E-mail: eleazer.klein@srz.com
	Empery Tax Efficient, LP	 	c/o Empery Asset Management, LP 
One Rockefeller Plaza, Suite 1205 
New York, New York 10020 
Attention: Ryan M. Lane 
Facsimile: (212) 608-3307 
Telephone: (212) 608-3300 
E-mail: notices@emperyam.com	 	 	372,862	 	 	 	764,846	 	 	 	391,984	 	 	$	191,172.30	 	 	Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone: (212) 756-2376 E-mail: eleazer.klein@srz.com
	Empery Tax Efficient II, LP	 	c/o Empery Asset Management, LP 
One Rockefeller Plaza, Suite 1205 
New York, New York 10020 
Attention: Ryan M. Lane 
Facsimile: (212) 608-3307 
Telephone: (212) 608-3300 
E-mail: notices@emperyam.com	 	 	1,895,948	 	 	 	3,889,123	 	 	 	1,993,175	 	 	$	972,081.43	 	 	Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 Attention: Eleazer Klein, Esq. Facsimile: (212) 593-5955 Telephone: (212) 756-2376 E-mail: eleazer.klein@srz.com
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL	 	 	 	 	3,900,000	 	 	 	8,000,000	 	 	 	4,100,000	 	 	$	1,999,590	 	 	 



 






    


     


    

 


EXHIBITS


 





	Exhibit A	Form of Series A Warrants
	Exhibit B	Form of Series B Warrants
	Exhibit C	Form of Pre-funded Warrants
	Exhibit D	Form of Registration Rights Agreement
	Exhibit E	Form of Irrevocable Transfer Agent Instructions
	Exhibit F	Form of Opinion of Company’s Counsel
	Exhibit G	Form of Secretary’s Certificate
	Exhibit H	Form of Officer’s Certificate
	Exhibit I	Form of Lock-Up Agreement


 


SCHEDULES


 





	Schedule 3(a)	Subsidiaries
	Schedule 3(j)	SEC Documents
	Schedule 3(k)	Absence of Certain Changes
	Schedule 3(s)	Absence of Litigation
	Schedule 3(p)	Transactions with Affiliates
	Schedule 3(q)	Equity Capitalization
	Schedule 3(r)	Indebtedness and Other Contracts
	Schedule 3(s)	Absence of Litigation
	Schedule 3(w)	Intellectual Property Rights
	Schedule 3(aa)	Internal Accounting and Disclosure Controls