Exhibit 10.1


 


Execution Version


 


PURCHASE AGREEMENT


 


PURCHASE AGREEMENT
(the “Agreement”), dated as of March 8, 2017, by and between ONCOBIOLOGICS, INC., a Delaware corporation
(the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).


 


WHEREAS: 


 


Subject to the terms and
conditions set forth in this Agreement, the Company wishes to sell to the Investor, and the Investor wishes to buy from the Company,
up to Fifteen Million Four Hundred Thousand Dollars ($15,400,000) of the Company's common stock, $0.01 par value per share (the
"Common Stock"). The shares of Common Stock to be purchased hereunder (including, without limitation, the Initial
Purchase Shares (as defined in Section 2(a) herein)) are referred to herein as the "Purchase Shares."


 


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


 


1.           CERTAIN
DEFINITIONS. 


 


For purposes of this Agreement,
the following terms shall have the following meanings:


 


(a)          “Accelerated
Purchase Share Amount” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the
number of Purchase Shares directed by the Company to be purchased by the Investor on an Accelerated Purchase Notice, which number
of Purchase Shares shall not exceed the lesser of (i) 400% of the number of Purchase Shares directed by the Company to be purchased
by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in Section
2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) the Accelerated Purchase
Share Percentage multiplied by the trading volume of the Common Stock on the Principal Market during normal trading hours on the
Accelerated Purchase Date.


 


(b)          “Accelerated
Purchase Date” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business
Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section
2(b) hereof.


 


(c)          “Accelerated
Purchase Notice” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to buy a specified Accelerated Purchase Share Amount on
the applicable Accelerated Purchase Date pursuant to Section 2(b) hereof at the applicable Accelerated Purchase Price.


 


(d)          “Accelerated
Purchase Share Percentage” means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof,
twenty-five percent (25%).


 


(e)          “Accelerated
Purchase Price” means, with respect to any particular Accelerated Purchase made pursuant to Section 2(b) hereof,
the lower of (i) ninety-six percent (96%) of the VWAP during (A) the entire trading day on the Accelerated Purchase Date, if the
volume of shares of Common Stock traded on the Principal Market on the Accelerated Purchase Date has not exceeded the Accelerated
Purchase Share Volume Maximum, or (B) the portion of the trading day of the Accelerated Purchase Date (calculated starting at the
beginning of normal trading hours) until such time at which the volume of


 




     


     


    

 


shares of Common Stock traded on the Principal
Market has exceeded the Accelerated Purchase Share Volume Maximum or (ii) the Closing Sale Price on the Accelerated Purchase Date
(to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
other similar transaction).


 


(f)           “Accelerated
Purchase Share Volume Maximum” means the number of shares of Common Stock traded on the Principal Market during normal
trading hours on the Accelerated Purchase Date equal to (i) the amount of shares of Common Stock properly directed by the Company
to be purchased on the Accelerated Purchase Notice, divided by (ii) the Accelerated Purchase Share Percentage (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(g)          “Additional
Purchase Notice” means, with respect to any Additional Purchase pursuant to Section 2(c) hereof, an irrevocable
written notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the
applicable Additional Purchase Price as specified by the Company therein on the Purchase Date.


 


(h)          “Additional
Purchase Price” means, with respect to any Additional Purchase made pursuant to Section 2(c) hereof, the lower
of: (i) $6.00 per share and (ii) 96% of the Purchase Price (as defined below) (in each case, to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date
of this Agreement).


 


(i)         
“Available Amount” means, initially, Fifteen Million Four Hundred Thousand Dollars ($15,400,000) in the aggregate,
which amount shall be reduced by (i) the Initial Purchase Amount upon the purchase of the Initial Purchase Shares by the Investor
on the date hereof pursuant to Section 2(a) hereof and (ii) the Purchase Amount each time the Investor purchases shares
of Common Stock (other than the Initial Purchase Shares) pursuant to Section 2 hereof.


 


(j)           “Average
Price” means a price per Purchase Share (rounded to the nearest tenth of a cent) equal to the quotient obtained by dividing
(i) the aggregate gross purchase price paid by the Investor for all Purchase Shares purchased pursuant to this Agreement, by (ii)
the aggregate number of Purchase Shares issued pursuant to this Agreement.


 


(k)          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 


(l)           “Base
Price” means a price per Purchase Share equal to the sum of (i) the Signing Market Price and (ii) $0.1334 (subject to
adjustment for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction
that occurs on or after the date of this Agreement).


 


(m)         “Business
Day” means any day on which the Principal Market is open for trading, including any day on which the Principal Market
is open for trading for a period of time less than the customary time.


 


(n)          “Closing
Sale Price” means, for any security as of any date, the last closing sale price for such security on the Principal Market
as reported by the Principal Market.


 




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(o)          “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment),
which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information
within ten (10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to
a disclosing party by third parties. Confidential Information shall not, however, include any information which (i) was publicly
known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly
known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction
of the receiving party; (iii) is already in the possession of the receiving party without confidential restriction at the time
of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of
disclosure; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations
of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s
Confidential Information, as shown by documents and other competent evidence in the receiving party’s possession.


 


(p)          “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(q)          “DTC”
means The Depository Trust Company, or any successor performing substantially the same function for the Company.


 


(r)           “DWAC
Shares” means shares of Common Stock that are (i) issued in electronic form, (ii) freely tradable and transferable and
without restriction on resale and (iii) timely credited by the Company to the Investor’s or its designee’s specified
Deposit/Withdrawal at Custodian (DWAC) account with DTC under its Fast Automated Securities Transfer (FAST) Program, or any similar
program hereafter adopted by DTC performing substantially the same function.


 


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


 


(t)           “Material
Adverse Effect” means any material adverse effect on (i) the enforceability of any Transaction Document, (ii) the
results of operations, assets, business or financial condition of the Company, other than any material adverse effect that resulted
exclusively from (A) any change in the United States or foreign economies or securities or financial markets in general that
does not have a disproportionate effect on the Company, (B) any change that generally affects the industry in which the Company
operates that does not have a disproportionate effect on the Company, (C) any change arising in connection with earthquakes,
hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities,
acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action taken by the Investor,
its affiliates or its or their successors and assigns with respect to the transactions contemplated by this Agreement, (E) the
effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on the Company, or (F) any
change resulting from compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement,
or (iii) the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document to be performed as of the date of determination.


 




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(u)          “Maturity
Date” means the first day of the month immediately following the thirty (30) month anniversary of the Commencement Date.


 


(v)          “PEA
Period” means the period commencing at 9:30 a.m., Eastern time, on the fifth (5th) Business Day immediately
prior to the filing of any post-effective amendment to the Registration Statement (as defined herein) or New Registration Statement
(as such term is defined in the Registration Rights Agreement), and ending at 9:30 a.m., Eastern time, on the Business Day immediately
following, the effective date of any post-effective amendment to the Registration Statement (as defined herein) or New Registration
Statement (as such term is defined in the Registration Rights Agreement).


 


(w)         “Person”
means an individual or entity including but not limited to any limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization and a government or any department or agency thereof.


 


(x)          “Principal
Market” means The NASDAQ Global Market (or any nationally recognized successor thereto); provided, however, that in the
event the Company’s Common Stock is ever listed or traded on The NASDAQ Capital Market, The NASDAQ Global Select Market,
the New York Stock Exchange, the NYSE MKT, the NYSE Arca, the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets
Group, Inc. (or any nationally recognized successor to any of the foregoing), then the “Principal Market” shall mean
such other market or exchange on which the Company’s Common Stock is then listed or traded.


 


(y)          “Purchase
Amount” means, with respect to any Regular Purchase, any Accelerated Purchase or any Additional Purchase made hereunder,
as applicable, the portion of the Available Amount to be purchased by the Investor pursuant to Section 2 hereof.


 


(z)          “Purchase
Date” means, (i) with respect to any Regular Purchase made pursuant to Section 2(a) hereof, the Business Day on
which the Investor receives after 4:00 p.m., Eastern time, but prior to 5:00 p.m., Eastern time, of such Business Day a valid Regular
Purchase Notice that the Investor is to buy Purchase Shares pursuant to Section 2(a) hereof, or (ii) with respect to any
Additional Purchase made pursuant to Section 2(c) hereof, the Business Day on which the Investor receives after 4:00 p.m.,
Eastern time, but prior to 5:00 p.m., Eastern time, of such Business Day a valid Additional Purchase Notice that the Investor is
to buy Purchase Shares pursuant to Section 2(c) hereof, as applicable.


 


(aa)        “Purchase
Price” means, with respect to any Regular Purchase made pursuant to Section 2(a) hereof or any Additional Purchase
made pursuant to Section 2(c) hereof (as applicable), the lower of: (i) the lowest Sale Price on the applicable Purchase
Date and (ii) the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive
Business Days ending on the Business Day immediately preceding such Purchase Date (in each case, to be appropriately adjusted for
any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction that occurs on or after the date
of this Agreement).


 


(bb)       “Regular
Purchase Notice” means, with respect to any Regular Purchase pursuant to Section 2(a) hereof, an irrevocable written
notice from the Company to the Investor directing the Investor to buy such applicable amount of Purchase Shares at the applicable
Purchase Price as specified by the Company therein on the Purchase Date.


 


(cc)        “Sale
Price” means any trade price for the shares of Common Stock on the Principal Market as reported by the Principal Market.


 




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(dd)        “SEC”
means the U.S. Securities and Exchange Commission.


 


(ee)        “Securities”
means, collectively, the Purchase Shares and the Commitment Shares.


 


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


 


(gg)        “Signing
Market Price” means $2.65, representing the consolidated closing bid price of the Common Stock on The NASDAQ Global Market
on the Business Day immediately preceding the date of this Agreement.


 


(hh)        “Subsidiary”
means any Person the Company wholly-owns or controls, or in which the Company, directly or indirectly, owns a majority of the voting
stock or similar voting interest, in each case that would be disclosable pursuant to Item 601(b)(21) of Regulation S-K promulgated
under the Securities Act.


 


(ii)          “Transaction
Documents” means, collectively, this Agreement and the schedules and exhibits hereto, the Registration Rights Agreement
and the schedules and exhibits thereto, and each of the other agreements, documents, certificates and instruments entered into
or furnished by the parties hereto in connection with the transactions contemplated hereby and thereby.


 


(jj)          “Transfer Agent” means
American Stock Transfer & Trust Company, LLC, or such other Person who is then serving as the transfer agent for the Company
in respect of the Common Stock.


 


(kk)        “VWAP”
means in respect of an applicable Accelerated Purchase Date, the volume weighted average price of the Common Stock on the Principal
Market, as reported on the Principal Market.


 


2. PURCHASE OF COMMON STOCK. 


 


Subject to the terms and
conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation
to purchase from the Company, Purchase Shares as follows:


 


(a)          Commencement
of Regular Sales of Common Stock. On the date of this Agreement, upon the satisfaction of the conditions set forth in Sections
7(I) and 8(I) hereof, the Company shall sell to the Investor and the Investor shall purchase 150,376 Purchase Shares
(such initial Purchase Shares, the “Initial Purchase Shares”) for aggregate consideration of $400,000 (the “Initial
Purchase Amount”). Upon the satisfaction of all of the conditions set forth in Sections 7(II) and 8(II)
hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”)
and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor
of a Regular Purchase Notice from time to time, to purchase up to Thirty Thousand (30,000) Purchase Shares (each such purchase
a “Regular Purchase”), at the Purchase Price on the Purchase Date; provided, however, that (i)
the Regular Purchase may be increased to up to Forty-Five Thousand (45,000) Purchase Shares, provided that the Closing Sale Price
of the Common Stock is not below $4.00 on the Purchase Date, (ii) the Regular Purchase may be increased to up to Sixty Thousand
(60,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $5.00


 




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on the Purchase Date, and (iii) the Regular
Purchase may be increased to up to Eighty Thousand (80,000) Purchase Shares, provided that the Closing Sale Price of the Common
Stock is not below $6.00 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split or other similar transaction); and provided, further, that the Investor’s
committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers
any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence,
such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the number of Purchase Shares
set forth in such Regular Purchase Notice exceeds the number of Purchase Shares which the Company is permitted to include in such
Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect
of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the number of Purchase Shares which
the Company is permitted to include in such Regular Purchase Notice. The Company may deliver multiple Regular Purchase Notices
to the Investor so long as at least one (1) Business Day has passed since the most recent Regular Purchase was completed. Notwithstanding
the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.


 


(b)          Accelerated
Purchases. Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described
in Section 2(a) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s
delivery to the Investor of an Accelerated Purchase Notice from time to time, and the Investor thereupon shall have the obligation,
to buy Purchase Shares at the Accelerated Purchase Price on the Accelerated Purchase Date in an amount equal to the Accelerated
Purchase Share Amount (each such purchase, an “Accelerated Purchase”). The Company may deliver an Accelerated
Purchase Notice to the Investor only on a Purchase Date on which the Company also properly submitted a Regular Purchase Notice
for a Regular Purchase and the Closing Sale Price is not below $3.00 (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted
price and (ii) $3.00). If the Company delivers any Accelerated Purchase Notice for an Accelerated Purchase Share Amount in excess
of the limitations contained in the definition of Accelerated Purchase Share Amount, such Accelerated Purchase Notice shall be
void ab initio to the extent of the amount by which the number of Purchase Shares set forth in such Accelerated Purchase
Notice exceeds the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated Purchase Notice
in accordance herewith (which shall be confirmed in an Accelerated Purchase Confirmation (defined below)), and the Investor shall
have no obligation to purchase such excess Purchase Shares in respect of such Accelerated Purchase Notice; provided that the Investor
shall remain obligated to purchase the Accelerated Purchase Share Amount which the Company is permitted to include in such Accelerated
Purchase Notice. Upon completion of each Accelerated Purchase Date, the Accelerated Purchase Share Amount and the applicable Accelerated
Purchase Price shall be set forth on a confirmation of the Accelerated Purchase to be provided to the Company by the Investor (an
“Accelerated Purchase Confirmation”).


 


(c)          Additional
Purchases. Subject to the terms and conditions of this Agreement, from and after the thirtieth (30th) Business Day
following the Commencement Date, in addition to purchases of Purchase Shares as described in Section 2(a) and Section
2(b) above, the Company shall also have the right, but not the obligation, to direct the Investor by the Company’s delivery
to the Investor of an Additional Purchase Notice from time to time, and the Investor thereupon shall have the obligation, to buy
Purchase Shares at the Additional Purchase Price on the Purchase Date (each such purchase, an


 




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“Additional Purchase”);
provided, however, that (i) the Company may not deliver to the Investor more than three (3) separate Additional Purchase
Notices pursuant to this Agreement, (ii) the Company may deliver an Additional Purchase Notice to the Investor only if at least
thirty (30) Business Days have passed since the most recent Additional Purchase was completed, (iii) the Investor’s committed
obligation under any single Additional Purchase shall not exceed Four Hundred Thousand Dollars ($400,000), and (iv) the Investor’s
committed obligation under all three Additional Purchases shall not exceed One Million Two Hundred Thousand Dollars ($1,200,000)
in the aggregate. The Company may deliver an Additional Purchase Notice to the Investor only on a Purchase Date on which the Closing
Sale Price is not below $3.00 (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock
split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction, the Closing Sale Price is not below the lower of (i) the adjusted price and
(ii) $3.00). If the Company delivers any Additional Purchase Notice for a Purchase Amount in excess of the limitations contained
in this Section 2(c), such Additional Purchase Notice shall be void ab initio to the extent of the amount by which
the number of Purchase Shares set forth in such Additional Purchase Notice exceeds the number of Purchase Shares which the Company
is permitted to include in such Additional Purchase Notice in accordance herewith, and the Investor shall have no obligation to
purchase such excess Purchase Shares in respect of such Additional Purchase Notice; provided that the Investor shall remain obligated
to purchase the number of Purchase Shares which the Company is permitted to include in such Additional Purchase Notice. Notwithstanding
the foregoing, the Company shall not deliver any Additional Purchase Notice during the PEA Period.


 


(d)          
Payment for Purchase Shares. For each Regular Purchase, the Investor shall pay to the Company an amount equal to the Purchase
Amount with respect to such Regular Purchase as full payment for such Purchase Shares via wire transfer of immediately available
funds on the same Business Day that the Investor receives such Purchase Shares, if such Purchase Shares are received by the Investor
before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by the Investor after 1:00 p.m., Eastern time, the next
Business Day. For each Additional Purchase, the Investor shall pay to the Company an amount equal to the Purchase Amount with respect
to such Additional Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds on the third
Business Day following the date that the Investor receives such Purchase Shares. For each Accelerated Purchase, the Investor shall
pay to the Company an amount equal to the Purchase Amount with respect to such Accelerated Purchase as full payment for such Purchase
Shares via wire transfer of immediately available funds on the third Business Day following the date that the Investor receives
such Purchase Shares. If the Company or the Transfer Agent shall fail for any reason or for no reason to electronically transfer
any Purchase Shares as DWAC Shares in respect of a Regular Purchase, Additional Purchase or Accelerated Purchase (as applicable)
within three (3) Business Days following the receipt by the Company of the Purchase Price, Additional Purchase Price or Accelerated
Purchase Price, respectively, therefor in compliance with this Section 2(d), and if on or after such Business Day the Investor
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Investor
of such Purchase Shares that the Investor anticipated receiving from the Company in respect of such Regular Purchase, Additional
Purchase or Accelerated Purchase (as applicable), then the Company shall, within three (3) Business Days after the Investor’s
request, either (i) pay cash to the Investor in an amount equal to the Investor’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point the Company’s
obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or (ii) promptly honor its obligation to deliver to
the Investor such Purchase Shares as DWAC Shares and pay cash to the Investor in an amount equal to the excess (if any) of the
Cover Price over the total (A) Purchase Price for such Regular Purchase plus the total Accelerated Purchase Price for such Accelerated
Purchase (as applicable) and (B) Additional Purchase


 




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Price for such Additional Purchase (as applicable).
The Company shall not issue any fraction of a share of Common Stock upon any Regular Purchase, Additional Purchase or Accelerated
Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction
of a share of Common Stock up or down to the nearest whole share. All payments made under this Agreement shall be made in lawful
money of the United States of America or wire transfer of immediately available funds to such account as the Company may from time
to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due
by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding
day that is a Business Day.


 


(e)         Purchase
Price Floor. The Company may not deliver a Regular Purchase Notice to the Investor, and the Investor and the Company shall
not effect any Regular Purchase under this Agreement, on any Purchase Date that the Closing Sale Price is less than the Floor Price.
“Floor Price” means $1.50, which shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split or other similar transaction and, effective upon the consummation of any such reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction, the Floor Price shall mean the lower of (i) the adjusted price
and (ii) $1.50.


 


(f)           Compliance
with Rules of Principal Market.


 


(i)          Exchange
Cap. Subject to Section 2(f)(ii) below, the Company shall not issue or sell any shares of Common Stock pursuant to this
Agreement, and the Investor shall not purchase or acquire any shares of Common Stock pursuant to this Agreement, to the extent
that after giving effect thereto, the aggregate number of shares of Common Stock that would be issued pursuant to this Agreement
would exceed the maximum number of shares of Common Stock that the Company may issue pursuant to this Agreement and the transactions
contemplated hereby (taking into account all shares of Common Stock issued or issuable pursuant to any transaction or series of
transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The NASDAQ Stock
Market) without (1) breaching the Company’s obligations under the applicable rules of The NASDAQ Stock Market or (2) obtaining
stockholder approval under the applicable rules of The NASDAQ Stock Market (the “Exchange Cap”), unless and
until the Company elects to solicit stockholder approval of the issuance of Common Stock pursuant to this Agreement and the stockholders
of the Company have in fact approved the issuance of Common Stock pursuant to this Agreement in accordance with the applicable
rules and regulations of The NASDAQ Stock Market, and the Certificate of Incorporation and Bylaws of the Company. For the avoidance
of doubt, the Company may, but shall be under no obligation to, request its stockholders to approve the issuance of Common Stock
pursuant to this Agreement; provided, that if stockholder approval is not obtained in accordance with this Section 2(f)(i),
the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all times during
the term of this Agreement (except as set forth in Section 2(f)(ii) below).


 


(ii)         At-Market
Transaction. Notwithstanding Section 2(f)(i) above, the Exchange Cap shall not be applicable for any purposes of this
Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall
equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes
of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder
approval referred to in Section 2(f)(i) is obtained).


 




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(iii)        General.
The Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected
to result in (A) a violation of the Securities Act or (B) a breach of the rules and regulations of The NASDAQ Stock Market. The
provisions of this Section 2(f) shall be implemented in a manner otherwise than in strict conformity with the terms hereof
only if necessary to ensure compliance with the Securities Act and the rules and regulations of The NASDAQ Stock Market.


 


(g)          Beneficial
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not issue
or sell, and the Investor shall not purchase or acquire, any shares of Common Stock under this Agreement which, when
aggregated with all other shares of Common Stock then beneficially owned by the Investor and its affiliates (as calculated pursuant
to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by the Investor
and its affiliates of more than 4.99% of the then issued and outstanding shares of Common Stock (the “Beneficial
Ownership Limitation”). Upon the written or oral request of the Investor, the Company shall promptly (but not later than
one Business Day) confirm orally or in writing to the Investor the number of shares of Common Stock then outstanding. The Investor
and the Company shall each cooperate in good faith in the determinations required hereby and the application hereof. The Investor’s
written certification to the Company of the applicability of the Beneficial Ownership Limitation, and the resulting effect thereof
hereunder at any time, shall be conclusive with respect to the applicability thereof and such result absent manifest error.


 


3.           INVESTOR'S
REPRESENTATIONS AND WARRANTIES.


 


The Investor represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)          Organization,
Authority. Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization, with the requisite power and authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder and thereunder.


 


(b)          Investment
Purpose.  The Investor is acquiring the Securities as principal for its own account for investment only and not with a
view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable
state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any
applicable state securities law and has no direct or indirect arrangement or understandings with any other Persons to distribute
or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this
representation and warranty not limiting the Investor’s right to sell the Securities at any time pursuant to the Registration
Statement described herein or otherwise in compliance with applicable federal and state securities laws).  The Investor
is acquiring the Securities hereunder in the ordinary course of its business.


 


(c)          Accredited
Investor Status. The Investor is an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation
D promulgated under the Securities Act.


 


(d)          Reliance
on Exemptions. The Investor 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 the Investor's compliance with, the representations, warranties, agreements, acknowledgments and


 




    	 	-9-	 



     


    

 


understandings of the Investor set forth herein
in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Securities.


 


(e)          Information.
The Investor understands that its investment in the Securities involves a high degree of risk. The Investor (i) is able to bear
the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and risks of the proposed investment in the Securities
and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning the financial
condition and business of the Company and others matters related to an investment in the Securities. Neither such inquiries nor
any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect the Investor's
right to rely on the Company's representations and warranties contained in Section 4 below. The Investor 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. The Investor acknowledges and agrees that the Company neither makes nor has made any representation or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 4 hereof.


 


(f)           No
Governmental Review. The Investor understands that no U.S. 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 an investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(g)          Transfer
or Sale. The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless
(A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred
without such registration; (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 Securities Act)
may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.


 


(h)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Investor and is a
valid and binding agreement of the Investor enforceable against the Investor in accordance with its terms, subject as to enforceability
to general principles of equity and 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)           Residency.
The Investor is a resident of the State of Illinois.


 


(j)           No
Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Investor, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) "short sale" (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock
or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


4.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents and warrants to the Investor
that, as of the date hereof and as of the Commencement Date:


 




    	 	-10-	 



     


    

 


(a)          Organization
and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own
and use its properties and assets and to carry on its business as currently conducted.  The Company is not in violation
or default of any of the provisions of its certificate of incorporation or bylaws.  The Company is duly qualified to
conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the
business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in
good standing, as the case may be, would not have or reasonably be expected to result in a Material Adverse Effect and no proceeding
has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power
and authority or qualification. The Company has no Subsidiaries.


 


(b)          Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and each of the other Transaction Documents, and to issue the Securities in accordance with the terms hereof
and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions
contemplated hereby and thereby, including without limitation, the issuance of the Initial Commitment Shares (as defined below
in Section 5(e)) and the reservation for issuance and the issuance of the Purchase Shares and the Additional Commitment
Shares (as defined below in Section 5(e)) issuable under this Agreement, have been duly authorized by the Company's Board
of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii)
this Agreement has been, and each other Transaction Document shall be on the Commencement Date, duly executed and delivered by
the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company,
shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their 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 creditors' rights and remedies.
The Board of Directors of the Company has approved the resolutions (the “Signing Resolutions”) substantially
in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby.
The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any respect. The Company
has delivered to the Investor a true and correct copy of a unanimous written consent adopting the Signing Resolutions executed
by all of the members of the Board of Directors of the Company. Except as set forth in this Agreement, no other approvals or consents
of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable
laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement
or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Commitment Shares and the issuance
of the Purchase Shares.


 


(c)          Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Annual Report on Form 10-K
for the year ended September 30, 2016, as amended. Except as disclosed in the SEC Documents (as defined below), (i) no shares of
the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered
or permitted by the Company, (ii) there are no outstanding debt securities, (iii) 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,
any shares of capital stock of the Company, or contracts, commitments, understandings or arrangements by which the Company is or
may become bound to issue additional shares of capital stock of the Company or options, warrants, scrip, rights to


 




    	 	-11-	 



     


    

 


subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company, (iv) there are no
agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities
Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
is or may become bound to redeem a security of the Company, (vi) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company
does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement.
The Company has furnished to the Investor true and correct copies of the Company's Certificate of Incorporation, as amended and
as in effect on the date hereof (the "Certificate of Incorporation"), and the Company's Bylaws, as amended and
as in effect on the date hereof (the "Bylaws").


 


(d)          Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Purchase
Shares (including, without limitation, the Initial Purchase Shares) shall be validly issued, fully paid and nonassessable and free
from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof,
with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance with the terms
and conditions of this Agreement, the Commitment Shares (as defined below in Section 5(e)) shall be validly issued, fully
paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with
respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. 5,650,000 shares
of Common Stock have been duly authorized and reserved for issuance upon purchase under this Agreement as Purchase Shares (other
than the Initial Purchase Shares). 113,206 shares of Common Stock (subject to equitable adjustment for any reorganization, recapitalization,
non-cash dividend, stock split or other similar transaction) have been duly authorized and reserved for issuance as Additional
Commitment Shares in accordance with this Agreement.


 


(e)          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 reservation for issuance and issuance
of the Purchase Shares and the Commitment Shares) will not (i) result in a violation of the Certificate of Incorporation or the
Bylaws 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 the Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws and regulations and the rules and regulations of the Principal Market applicable to the Company) or by
which any property or asset of the Company is bound or affected, except in the case of conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse
Effect. The Company is not in violation of any term of or in default under its Certificate of Incorporation or Bylaws. The Company
is not in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture,
instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company, except for possible conflicts,
defaults, terminations or amendments that would not reasonably be expected to have a Material Adverse Effect. The business of the
Company is not being conducted, and shall not be conducted, in violation of any law, ordinance, or regulation of any governmental
entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be
expected to have a Material Adverse Effect. Except as specifically contemplated by this


 




    	 	-12-	 



     


    

 


Agreement and as required under the Securities
Act or applicable state securities laws and the rules and regulations of the Principal Market, the Company is not required to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory
or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations,
orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained
or effected on or prior to the Commencement Date. Since May 12, 2016, the Company has not received nor delivered any notices or
correspondence from or to the Principal Market pertaining to the Company’s material non-compliance with any continued listing
standards of the Principal Market. To the Company’s knowledge, the Principal Market has not commenced any delisting proceedings
against the Company.


 


(f)           SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file
such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being
collectively referred to herein as the “SEC Documents”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension.  As of their
respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange
Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all
material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect
at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted
accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise
specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all
footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the
dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements,
to normal, immaterial, year-end audit adjustments. Except as publicly available through the SEC’s Electronic Data Gathering,
Analysis, and Retrieval System (“EDGAR”) or in connection with a confidential treatment request submitted to
the SEC, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof.
To the Company’s knowledge, the SEC has not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


 


(g)          Absence
of Certain Changes. Except as disclosed in the SEC Documents, since September 30, 2016, there has been no material adverse
change in the business, properties, operations, financial condition or results of operations of the Company. The Company has not
taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the
Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings.
The Company is financially solvent and is generally able to pay its debts as they become due.


 


(h)          Absence
of Litigation. Except as disclosed in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before
or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against or


 




    	 	-13-	 



     


    

 


affecting the Company, the Common Stock or
any of the Company's officers or directors in their capacities as such that would reasonably be expected to have a Material Adverse
Effect.


 


(i)           Acknowledgment
Regarding Investor's Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm's
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor
or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Investor's purchase of the Securities. The Company further represents to the Investor 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 and advisors.


 


(j)           No
General Solicitation; No Integrated Offering. Neither the Company, nor any of its 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 under
the Securities Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its 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 offer and sale of any of the Securities under the
Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated
with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal
Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder
does not contravene the rules and regulations of the Principal Market.


 


(k)          Intellectual
Property Rights. Except as disclosed in the SEC Documents, the Company owns or possesses adequate rights or licenses to use
all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights,
inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct its business as now
conducted. None of the Company's material trademarks, trade names, service marks, service mark registrations, service names, patents,
patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property
rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the
date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company does not have
any knowledge of any infringement by the Company of any material trademark, trade name rights, patents, patent rights, copyrights,
inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others,
or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action
or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company regarding trademark,
trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade
secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.


 


(l)           Environmental
Laws. Except as disclosed in the SEC Documents, the Company (i) is in compliance with any and all applicable foreign, federal,
state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic
substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses
or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in


 




    	 	-14-	 



     


    

 


compliance with all terms and conditions of
any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(m)         Title.
Except as disclosed in the SEC Documents, the Company has good and marketable title in fee simple to all real property owned by
them and good and marketable title in all personal property owned by it that is material to the business of the Company, in each
case free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject
to penalties.  Any real property and facilities held under lease by the Company are held by them under valid, subsisting
and enforceable leases with which the Company are in compliance 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.


 


(n)          Insurance.
The Company is 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 is engaged. The Company has
not been refused any insurance coverage sought or applied for and the Company has no reason to believe that it will not be able
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial
or otherwise, or the earnings, business or operations of the Company.


 


(o)          Regulatory
Permits. Except as disclosed in the SEC Documents, the Company possesses all material certificates, authorizations and permits
issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct its business, and the Company has
not received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit,
except, in the case of each of the two foregoing clauses, as would not reasonably be expected to have a Material Adverse Effect.


 


(p)          Tax
Status. Except as disclosed in the SEC Documents, the Company has made or filed all federal and state income and all other
material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent
that the Company has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes)
and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations, except those being contested in good faith and 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, and except as would not reasonably be expected to have a Material Adverse Effect.


 


(q)          Transactions
With Affiliates. Except as disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s stockholders,
officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly an interest
in, or is a party to, any transaction that would be required to be disclosed as a related party transaction pursuant to Item 404
of Regulation S-K promulgated under the Securities Act.


 


(r)           Application
of Takeover Protections. The Company and its board of directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order to render inapplicable


 




    	 	-15-	 



     


    

 


any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate
of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Investor as a result
of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and
the Investor's ownership of the Securities.


 


(s)          Disclosure.  Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely
publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided
the Investor or its agents or counsel with any information that it believes constitutes or might constitute material, non-public
information that is not otherwise disclosed in the Registration Statement or the SEC Documents.   The Company understands
and confirms that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the
Company.  All of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business
and the transactions contemplated hereby, taken as a whole, 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 light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the
date of this Agreement taken as a whole did not as of their issue date 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 light of the circumstances
under which they were made and when made, not misleading.  The Company acknowledges and agrees that the Investor neither
makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically
set forth in Section 3 hereof.


 


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


 


(u)          DTC
Eligibility. The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer
(FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer
(FAST) Program.


 


(v)          Sarbanes-Oxley.
The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of
the date hereof.


 


(w)         Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by
the Transaction Documents. The Investor shall have no obligation with respect to any fees or with respect to any claims made by
or on behalf of other Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the
transactions contemplated by the Transaction Documents.


 




    	 	-16-	 



     


    

 


(x)          Investment
Company. The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 


(y)          Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. The Company has not, since May 12, 2016, received any notice from the Principal Market to the effect
that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company is in compliance
with all such listing and maintenance requirements.


 


(z)          Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities Act.


 


(aa)        No
Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation
for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company.


 


(bb)       Shell
Company Status. The Company is not currently, and has never been, an issuer identified in Rule 144(i)(1) under the Securities
Act.


 


(cc)        No
Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer,
other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20% or more of the Company's
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii)
under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3) under the Securities Act. The Company has exercised reasonable care to determine whether any Issuer Covered Person is
subject to a Disqualification Event.


 


5.           COVENANTS.


 


(a)          Filing
of Current Report and Registration Statement. The Company agrees that it shall, within the time required under the Exchange
Act, file with the SEC a report on Form 8-K relating to the transactions contemplated by, and describing the material terms and
conditions of, the Transaction Documents (the “Current Report”). The Company shall also file with the SEC, within
five (5) Business Days from the date hereof, a new registration statement (the “Registration Statement”) covering
only the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment
Shares, in accordance with the terms of the Registration Rights Agreement between the Company and the Investor, dated as of the
date hereof (the “Registration Rights Agreement”). The Company shall permit the Investor to review and comment
upon a substantially complete draft of the Current Report at least two (2) Business Days prior to its filing with the SEC, and
the Company shall give


 




    	 	-17-	 



     


    

 


due consideration to all such comments. The
Investor shall use its reasonable best efforts to comment upon a substantially complete draft of the Current Report within one
(1) Business Day from the date the Investor receives it from the Company. The Investor shall furnish to the Company such information
regarding itself, the Securities held by it and the intended method of distribution thereof, including any arrangement between
the Investor and any other Person relating to the sale or distribution of the Securities, as shall be reasonably requested by the
Company in connection with the preparation and filing of the Current Report and the Registration Statement, and shall otherwise
cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Current
Report and the Registration Statement with the SEC.


 


(b)          Blue
Sky. The Company shall take all such action, if any, as is reasonably necessary in order to obtain an exemption for or to register
or qualify (i) the issuance of the Commitment Shares and the sale of the Purchase Shares to the Investor under this Agreement and
(ii) any subsequent resale of all Commitment Shares and all Purchase Shares by the Investor, in each case, under applicable securities
or “Blue Sky” laws of the states of the United States in such states as is reasonably requested by the Investor from
time to time, and shall provide evidence of any such action so taken to the Investor.


 


(c)          Listing/DTC.
To the extent applicable, the Company shall promptly secure the listing of all of the Purchase Shares and Commitment Shares to
be issued to the Investor hereunder on the Principal Market (subject to official notice of issuance) and upon each other national
securities exchange or automated quotation system, if any, upon which the Common Stock is then listed, and shall maintain, so long
as any shares of Common Stock shall be so listed, such listing of all such Securities from time to time issuable hereunder. The
Company shall use commercially reasonable efforts to maintain the listing of the Common Stock on the Principal Market and shall
comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules and regulations
of the Principal Market. The Company shall not take any action that would reasonably be expected to result in the delisting or
suspension of the Common Stock on the Principal Market. The Company shall promptly, and in no event later than the following Business
Day, provide to the Investor copies of any notices it receives from the Principal Market regarding the continued eligibility of
the Common Stock for listing on the Principal Market; provided, however, that the Company shall not be required to provide the
Investor copies of any such notice that the Company reasonably believes constitutes material non-public information and the Company
would not be required to publicly disclose such notice in any report or statement filed with the SEC under the Exchange Act or
the Securities Act. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section
5(c). The Company shall take all action necessary to ensure that its Common Stock can be transferred electronically as DWAC
Shares.


 


(d)          Prohibition
of Short Sales and Hedging Transactions. The Investor agrees that beginning on the date of this Agreement and ending on the
date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall
not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short
position with respect to the Common Stock.


 


(e)          Issuance
of Commitment Shares. In consideration for the Investor’s execution and delivery of this Agreement, the Company shall
cause to be issued to the Investor a total of 113,205 shares of Common Stock (the “Initial Commitment Shares”)
promptly following the execution of this Agreement and shall deliver to the Transfer Agent the Irrevocable Transfer Agent Instructions
with respect to the issuance of such Initial Commitment Shares. The Company shall cause to be issued to the Investor up to 113,206
shares of Common Stock (the “Additional Commitment Shares” and, collectively


 




    	 	-18-	 



     


    

 


with the Initial Commitment Shares, the “Commitment
Shares”), as follows: in connection with each purchase of Purchase Shares (other than the Initial Purchase Shares) hereunder,
the Company shall issue to the Investor a number of shares of Common Stock equal to the product of (i) 113,206 and (y) the Purchase
Amount Fraction. The “Purchase Amount Fraction” shall mean a fraction, the numerator of which is the Purchase
Amount purchased by the Investor with respect to such purchase of Purchase Shares (other than the Initial Purchase Shares) and
the denominator of which is Fifteen Million Dollars ($15,000,000). The Additional Commitment Shares shall be equitably adjusted
for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction. For the avoidance of doubt,
(1) all of the Initial Commitment Shares shall be fully earned as of the date of this Agreement, whether or not the Commencement
shall occur or any Purchase Shares (other than the Initial Purchase Shares) are purchased by the Investor under this Agreement
and irrespective of any subsequent termination of this Agreement and (2) the Additional Commitment Shares shall be fully earned
as of the date of their issuance pursuant to this Agreement, irrespective of any subsequent termination of this Agreement.


 


(f)           Due
Diligence; Non-Public Information. The Investor shall have the right, from time to time as the Investor may reasonably deem
appropriate, and upon reasonable advance notice to the Company, to perform reasonable due diligence on the Company during normal
business hours. The Company and its officers and employees shall provide information and reasonably cooperate with the Investor
in connection with any reasonable request by the Investor related to the Investor's due diligence of the Company. Each party hereto
agrees not to disclose any Confidential Information of the other party to any third party and shall not use the Confidential Information
for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby. Each party hereto acknowledges
that the Confidential Information shall remain the property of the disclosing party and agrees that it shall take all reasonable
measures to protect the secrecy of any Confidential Information disclosed by the other party. The receiving party may disclose
Confidential Information to the extent such information is required to be disclosed by law, regulation or order of a court of competent
jurisdiction or regulatory authority, provided that the receiving party shall promptly notify the disclosing party when such requirement
to disclose arises, and shall cooperate with the disclosing party so as to enable the disclosing party to: (i) seek an appropriate
protective order; and (ii) make any applicable claim of confidentiality in respect of such Confidential Information; and provided,
further, that the receiving party shall disclose Confidential Information only to the extent required by the protective order or
other similar order, if such an order is obtained, and, if no such order is obtained, the receiving party shall disclose only the
minimum amount of such Confidential Information required to be disclosed in order to comply with the applicable law, regulation
or order. In addition, any such Confidential Information disclosed pursuant to this section shall continue to be deemed Confidential
Information. Notwithstanding anything in this Agreement to the contrary, the Company and the Investor agree that neither the Company
nor any other Person acting on its behalf shall provide the Investor or its agents or counsel with any information that constitutes
or may reasonably be considered to constitute material, non-public information, unless a simultaneous public announcement thereof
is made by the Company in the manner contemplated by Regulation FD. In the event of a breach of the foregoing covenant by the Company
or any Person acting on its behalf (as determined in the reasonable good faith judgment of the Investor), in addition to any other
remedy provided herein or in the other Transaction Documents, if the Investor is holding any Securities at the time of the disclosure
of such material non-public information, the Investor 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;
provided the Investor shall have first provided notice to the Company that it believes it has received information that constitutes
material, non-public information, the Company shall have at least 24 hours to publicly disclose such material, non-public information
prior to any such disclosure by the Investor, and the Company shall have failed to demonstrate to the Investor within such time
period that such information does not constitute material,


 




    	 	-19-	 



     


    

 


non-public information and the Company shall
have failed to publicly disclose such material, non-public information within such time period. The Investor shall not have any
liability to the Company, any of its Subsidiaries, or any of their respective directors, officers, employees, stockholders or agents,
for any such disclosure. The Company understands and confirms that the Investor shall be relying on the foregoing covenants in
effecting transactions in securities of the Company.


 


(g)        Purchase
Records. The Investor and the Company shall each maintain records showing the remaining Available Amount at any given time
and the dates and Purchase Amounts for each Regular Purchase, Accelerated Purchase and Additional Purchase or shall use such other
method, reasonably satisfactory to the Investor and the Company.


 


(h)
        Taxes. The Company
shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery of any shares
of Common Stock to the Investor made under this Agreement.


 


(i)           Use
of Proceeds. The Company will use the net proceeds from the offering as described in the Registration Statement or the SEC
Documents.


 


(j)           Other
Transactions. The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement
or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right
of the Company to perform its obligations under the Transaction Documents, including, without limitation, the obligation of the
Company to deliver the Purchase Shares and the Commitment Shares to the Investor in accordance with the terms of the Transaction
Documents.


 


(k)          Integration.
From and after the date of this Agreement, neither the Company, nor or any of its affiliates will, and the Company shall use its
reasonable best efforts to ensure that no Person acting on their behalf will, directly or indirectly, make any offers or sales
of any security or solicit any offers to buy any security, under circumstances that would (i) require registration of the offer
and sale of any of the Securities by the Company to the Investor under the Securities Act, or (ii) cause this offering of the Securities
by the Company to the Investor to be integrated with other offerings by the Company in a manner that would require stockholder
approval pursuant to the rules of the Principal Market on which any of the securities of the Company are listed or designated,
unless in the case of this clause (ii), stockholder approval is obtained before the closing of such subsequent transaction in accordance
with the rules of such Principal Market.


 


(l)           Limitation
on Variable Rate Transactions. From and after the date of this Agreement until the later of (i) the 30-month anniversary of
the date of this Agreement and (ii) the 30-month anniversary of the Commencement Date (if the Commencement has occurred), in either
case irrespective of any earlier termination of this Agreement, the Company shall be prohibited from effecting or entering into
an agreement to effect any issuance by the Company of Common Stock or Common Stock Equivalents (or a combination of units thereof)
involving a Variable Rate Transaction, other than in connection with an Exempt Issuance. The Investor shall be entitled to seek
injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect
damages, without the necessity of showing economic loss and without any bond or other security being required. “Common
Stock Equivalents” means any securities of the Company that entitle the holder thereof to acquire at any time Common
Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time
convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock. “Variable
Rate


 




    	 	-20-	 



     


    

 


Transaction”
means a transaction in which the Company (i) issues or sells any equity or debt securities that are convertible into, exchangeable
or exercisable for, or include the right to receive additional shares of Common Stock or Common Stock Equivalents either (A) at
a conversion price, exercise price, exchange rate or other price that is based upon and/or varies with the trading prices of or
quotations for the Common Stock at any time after the initial issuance of such equity or debt securities (including, without limitation,
pursuant to any “cashless exercise” provision), 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 equity or debt security or upon the occurrence of specified
or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock (including,
without limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including
any standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar
transaction), (ii) issues or sells any equity or debt securities, including without limitation, Common Stock or Common Stock Equivalents,
either (A) at a price that is subject to being reset at some future date after the initial issuance of such debt or equity security
or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market
for the Common Stock (other than standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend,
stock split or other similar transaction), or (B) that is subject to or contains any put, call, redemption, buy-back, price-reset
or other similar provision or mechanism (including, without limitation, a “Black-Scholes” put or call right) that provides
for the issuance of additional equity securities of the Company or the payment of cash by the Company, or (iii) enters into any
agreement, including, but not limited to, an “equity line of credit” or other continuous offering or similar offering
of Common Stock or Common Stock Equivalents, whereby the Company may sell Common Stock or Common Stock Equivalents at a future
determined price. “Exempt Issuance” means the issuance of (a) Common Stock or Common Stock Equivalents to employees,
officers, directors or vendors of the Company pursuant to any stock or option plan duly adopted for such purpose, by the Board
of Directors or a majority of the members of a committee of directors established for such purpose, (b) securities upon the exercise
or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible
into Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since
the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion
price of such securities, (c) securities issued pursuant to acquisitions, divestitures, licenses, partnerships, collaborations
or strategic transactions approved by the Board of Directors or a majority of the members of a committee of directors established
for such purpose, which acquisitions, divestitures, licenses, partnerships, collaborations or strategic transactions can have a
Variable Rate Transaction component, provided that any such issuance shall only be to a Person (or to the equity holders of a Person)
which is, itself or through its subsidiaries, an operating company or an asset in a business synergistic with the business of the
Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities, or (d) Common Stock issued and sold pursuant to an “at-the-market offering” of Common Stock
through a registered broker-dealer.


 


6.           TRANSFER
AGENT INSTRUCTIONS.


 


(a)          On the date of this Agreement, the Company shall issue irrevocable instructions to the Transfer Agent substantially in the form
attached hereto as Exhibit D to issue the Initial Purchase Shares and the Initial Commitment Shares in accordance
with the terms of this Agreement (the “Irrevocable Transfer Agent Instructions”). The certificate(s) or book-entry
statement(s) representing the Initial Purchase Shares and the Initial Commitment Shares, except as set forth below, shall bear
the following restrictive legend (the “Restrictive Legend”):


 




    	 	-21-	 



     


    

 


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 HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(b)          On
the earlier of (i) the Commencement Date and (ii) such time that the Investor shall request, provided all conditions of Rule 144
under the Securities Act are met, the Company shall, no later than two (2) Business Days following the delivery by the Investor
to the Company or the Transfer Agent of one or more legended certificates or book-entry statements representing the Initial Purchase
Shares and/or Initial Commitment Shares (which certificates or book-entry statements the Investor shall promptly deliver on or
prior to the first to occur of the events described in clauses (i) and (ii) of this sentence), as directed by the Investor, issue
and deliver (or cause to be issued and delivered) to the Investor, as requested by the Investor, either: (A) a certificate or book-entry
statement representing such Initial Purchase Shares and/or Initial Commitment Shares that is free from all restrictive and other
legends or (B) a number of shares of Common Stock equal to the number of Initial Purchase Shares and/or Initial Commitment Shares
represented by the certificate(s) or book-entry statement(s) so delivered by the Investor as DWAC Shares. The Company shall take
all actions to carry out the intent and accomplish the purposes of the immediately preceding sentence, including, without limitation,
delivering all such legal opinions, consents, certificates, resolutions and instructions to the Transfer Agent, and any successor
transfer agent of the Company, as may be requested from time to time by the Investor or necessary or desirable to carry out the
intent and accomplish the purposes of the immediately preceding sentence. On the Commencement Date, the Company shall issue to
the Transfer Agent, and any subsequent transfer agent, (i) irrevocable instructions in the form substantially similar to those
used by the Investor in substantially similar transactions (the “Commencement Irrevocable Transfer Agent Instructions”)
and (ii) the notice of effectiveness of the Registration Statement in the form attached as an exhibit to the Registration Rights
Agreement (the “Notice of Effectiveness of Registration Statement”), in each case to issue the Commitment Shares
and the Purchase Shares in accordance with the terms of this Agreement and the Registration Rights Agreement. All Purchase Shares
and Additional Commitment Shares to be issued from and after Commencement to or for the benefit of the Investor pursuant to this
Agreement shall be issued only as DWAC Shares. The Company represents and warrants to the Investor that, while this Agreement is
effective, no instruction other than the Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of
Registration Statement referred to in this Section 6(b) will be given by the Company to the Transfer Agent with respect
to the Purchase Shares or the Commitment Shares from and after Commencement, and the Purchase Shares and the Commitment Shares
covered by the Registration Statement shall otherwise be freely transferable on the books and records of the Company. The Company
agrees that if the Company fails to fully comply with the provisions of this Section 6(b) within five (5) Business Days
of the Investor providing the deliveries referred to above, the Company shall, at the Investor’s written instruction, purchase
such shares of Common Stock containing the Restrictive Legend from the Investor at the greater of the (i) purchase price paid for
such shares of Common Stock (as applicable) and (ii) the Closing Sale Price of the Common Stock on the date of the Investor’s
written instruction.


 




    	 	-22-	 



     


    

 


		7.	CONDITIONS TO THE COMPANY'S RIGHT TO COMMENCE SALES OF SHARES OF COMMON
STOCK.



 


I.            The
right of the Company hereunder to sell the Initial Purchase Shares on the date of this Agreement is subject to the satisfaction
of each of the following conditions:


 


(a)          The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company; and


 


(b)          The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof.


 


II.          The
right of the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) on the Commencement
Date is subject to the satisfaction of each of the following conditions:


 


(a)          The Investor
shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)          The Registration
Statement covering the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all
of the Initial Commitment Shares and Additional Commitment Shares shall have been declared effective under the Securities Act by
the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC; and 


 


(c)          The representations
and warranties of the Investor shall be true and correct in all material respects as of the date hereof and as of the Commencement
Date as though made at that time.


 


		8.	CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE SHARES OF COMMON STOCK.



 


I.            The
obligation of the Investor to buy the Initial Purchase Shares under this Agreement is subject to the satisfaction of each of the
following conditions:


 


(a)          The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)          The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last
365 days suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant
to this Agreement shall have been, if applicable, approved for listing or quotation on the Principal Market in accordance with
the applicable rules and regulations of the Principal Market, subject only to official notice of issuance;


 




    	 	-23-	 



     


    

 


(c)          The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date hereof (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied
and complied 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 date hereof. The Investor shall have received a certificate, executed by the Chief
Executive Officer (“CEO”), President or Chief Financial Officer (“CFO”) of the Company, dated
as of the date hereof, to the foregoing effect in the form attached hereto as Exhibit A;


 


(d)          The
Board of Directors of the Company shall have adopted resolutions in substantially the form attached hereto as Exhibit B
which shall be in full force and effect without any amendment or supplement thereto as of the date hereof;


 


(e)          The
Irrevocable Transfer Agent Instructions shall have been delivered to and acknowledged in writing by the Company and the Company's
Transfer Agent (or any successor transfer agent);


 


(f)           All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state
and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents
and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or
made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities
or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the
Principal Market or any state securities regulators;


 


(g)          No
statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


 


(h)          No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors
or affiliates of the Company, seeking to restrain, prevent or change the transactions contemplated by the Transaction Documents,
or seeking material damages in connection with such transactions.


 


II.           The
obligation of the Investor to buy Purchase Shares (other than the Initial Purchase Shares) under this Agreement is subject to the
satisfaction of each of the following conditions on or prior to the Commencement Date and, once such conditions have been initially
satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 




    	 	-24-	 



     


    

 


(a)          The
Company shall have executed each of the Transaction Documents and delivered the same to the Investor;


 


(b)          The
Company shall have issued or caused to be issued to the Investor (i) one or more certificates or book-entry statements representing
the Initial Purchase Shares and the Initial Commitment Shares free from all restrictive and other legends or (ii) a number of shares
of Common Stock equal to the number of Initial Purchase Shares and Initial Commitment Shares as DWAC Shares, in each case in accordance
with Section 6(b);


 


(c)          The
Common Stock shall be listed or quoted on the Principal Market, trading in the Common Stock shall not have been within the last
365 days suspended by the SEC or the Principal Market, and all Securities to be issued by the Company to the Investor pursuant
to this Agreement shall have been, if applicable, approved for listing or quotation on the Principal Market in accordance with
the applicable rules and regulations of the Principal Market, subject only to official notice of issuance;


 


(d)          The
Investor shall have received the opinions of the Company's legal counsel dated as of the Commencement Date substantially in the
forms agreed prior to the date of this Agreement by the Company’s legal counsel and the Investor’s legal counsel;


 


(e)          The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 4 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date hereof and as of the Commencement 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 date) and the Company shall have performed, satisfied and complied 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 Commencement Date. The
Investor shall have received a certificate, executed by the CEO, President or CFO of the Company, dated as of the Commencement
Date, to the foregoing effect in the form attached hereto as Exhibit A;


 


(f)           The
Board of Directors of the Company shall have adopted resolutions in substantially the form attached hereto as Exhibit B
which shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;


 


(g)          As
of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, (i) solely for the purpose
of effecting purchases of Purchase Shares (other than the Initial Purchase Shares) hereunder, 5,650,000 shares of Common Stock,
and (ii) solely for the purpose of effecting the issuance of Additional Commitment Shares hereunder, 113,206 shares of Common Stock;


 


(h)          The
Commencement Irrevocable Transfer Agent Instructions and the Notice of Effectiveness of Registration Statement each shall have
been delivered to and acknowledged in writing by the Company and the Company's Transfer Agent (or any successor transfer agent);


 


(i)           The
Company shall have delivered to the Investor a certificate evidencing the incorporation and good standing of the Company in the
State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of the Commencement
Date;


 




    	 	-25-	 



     


    

 


(j)           The
Company shall have delivered to the Investor a certified copy of the Certificate of Incorporation as certified by the Secretary
of State of the State of Delaware within ten (10) Business Days of the Commencement Date;


 


(k)          The
Company shall have delivered to the Investor a secretary's certificate executed by the Secretary of the Company, dated as of the
Commencement Date, in the form attached hereto as Exhibit C;


 


(l)           The
Registration Statement covering the resale of the Purchase Shares (including, without limitation, all of the Initial Purchase Shares)
and all of the Initial Commitment Shares and Additional Commitment Shares shall have been declared effective under the Securities
Act by the SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. The Company
shall have prepared and filed with the SEC, not later than one (1) Business Day after the effective date of the Registration Statement,
a final and complete prospectus (the preliminary form of which shall be included in the Registration Statement) and shall have
delivered to the Investor a true and complete copy thereof. Such prospectus shall be current and available for the resale by the
Investor of all of the Securities covered thereby. The Current Report shall have been filed with the SEC, as required pursuant
to Section 5(a). All reports, schedules, registrations, forms, statements, information and other documents required to have
been filed by the Company with the SEC at or prior to the Commencement Date pursuant to the reporting requirements of the Exchange
Act shall have been filed with the SEC within the applicable time periods prescribed for such filings under the Exchange Act, including
any applicable extension periods contemplated by the Exchange Act;


 


(m)         No
Event of Default (as defined below) has occurred, or any event which, after notice and/or lapse of time, would reasonably be expected
to become an Event of Default has occurred;


 


(n)          All
federal, state and local governmental laws, rules and regulations applicable to the transactions contemplated by the Transaction
Documents and necessary for the execution, delivery and performance of the Transaction Documents and the consummation of the transactions
contemplated thereby in accordance with the terms thereof shall have been complied with, and all consents, authorizations and orders
of, and all filings and registrations with, all federal, state and local courts or governmental agencies and all federal, state
and local regulatory or self-regulatory agencies necessary for the execution, delivery and performance of the Transaction Documents
and the consummation of the transactions contemplated thereby in accordance with the terms thereof shall have been obtained or
made, including, without limitation, in each case those required under the Securities Act, the Exchange Act, applicable state securities
or “Blue Sky” laws or applicable rules and regulations of the Principal Market, or otherwise required by the SEC, the
Principal Market or any state securities regulators;


 


(o)          No
statute, regulation, order, decree, writ, ruling or injunction shall have been enacted, entered, promulgated, threatened or endorsed
by any federal, state, local or foreign court or governmental authority of competent jurisdiction which prohibits the consummation
of or which would materially modify or delay any of the transactions contemplated by the Transaction Documents; and


 


(p)          No
action, suit or proceeding before any federal, state, local or foreign arbitrator or any court or governmental authority of competent
jurisdiction shall have been commenced or threatened, and no inquiry or investigation by any federal, state, local or foreign governmental
authority of competent jurisdiction shall have been commenced or threatened, against the Company, or any of the officers, directors
or affiliates of the Company, seeking to restrain, prevent or change the transactions


 




    	 	-26-	 



     


    

 


contemplated by the Transaction
Documents, or seeking material damages in connection with such transactions.


 


9.           INDEMNIFICATION.



 


In consideration of the
Investor's execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of
the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless
the Investor and all of its affiliates, stockholders, officers, directors and employees and any of the foregoing Person's 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 and arising out of or resulting from the execution,
delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, other than, in the case of clause (c), with respect to Indemnified Liabilities which directly and primarily
result from the fraud, gross negligence or willful misconduct of an Indemnitee. The indemnity in this Section 9 shall not apply
to amounts paid in settlement of any claim if such settlement is effected without the prior written consent of the Company, which
consent shall not be unreasonably withheld, conditioned or delayed. 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 which is permissible under applicable law. Payment under this indemnification shall be made within
thirty (30) days from the date Investor makes written request for it. A certificate containing reasonable detail as to the amount
of such indemnification submitted to the Company by Investor shall be conclusive evidence, absent manifest error, of the amount
due from the Company to Investor. If any action shall be brought against any Indemnitee in respect of which indemnity may be sought
pursuant to this Agreement, such Indemnitee shall promptly notify the Company in writing, and the Company shall have the right
to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Indemnitee. Any Indemnitee shall have
the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnitee, except to the extent that (i) the employment thereof has been specifically
authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense
and to employ counsel or (iii) in such action there is, in the reasonable opinion of such separate counsel, a material conflict
on any material issue between the position of the Company and the position of such Indemnitee, in which case the Company shall
be responsible for the reasonable fees and expenses of no more than one such separate counsel.


 




    	 	-27-	 



     


    

 


10.         EVENTS
OF DEFAULT. 


 


An "Event of Default"
shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)          the
effectiveness of a registration statement registering the resale of the Securities lapses for any reason (including, without limitation,
the issuance of a stop order or similar order) or such registration statement (or the prospectus forming a part thereof) is unavailable
to the Investor for resale of any or all of the Securities to be issued to the Investor under the Transaction Documents that are
required to be included therein, and such lapse or unavailability continues for a period of ten (10) consecutive Business Days
or for more than an aggregate of thirty (30) Business Days in any 365-day period, but excluding a lapse or unavailability where
(i) the Company terminates a registration statement after the Investor has confirmed in writing that all of the Securities covered
thereby have been resold or (ii) the Company supersedes one registration statement with another registration statement, including
(without limitation) by terminating a prior registration statement when it is effectively replaced with a new registration statement
covering Securities (provided in the case of this clause (ii) that all of the Securities covered by the superseded (or terminated)
registration statement that have not theretofore been resold are included in the superseding (or new) registration statement);


 


(b)          the
suspension of the Common Stock from trading on the Principal Market for a period of one (1) Business Day, provided that the Company
may not direct the Investor to purchase any shares of Common Stock during any such suspension;


 


(c)          the
delisting of the Common Stock from The NASDAQ Global Market, provided, however, that the Common Stock is not immediately thereafter
trading on the New York Stock Exchange, The NASDAQ Capital Market, The NASDAQ Global Select Market, the NYSE MKT, the NYSE Arca,
the OTC Bulletin Board, or the OTCQX or OTCQB operated by the OTC Markets Group, Inc. (or any nationally recognized successor to
any of the foregoing);


 


(d)          the
failure for any reason by the Transfer Agent to issue (i) the Additional Commitment Shares to the Investor within three (3) Business
Days after the date on which the Investor is entitled to receive such Additional Commitment Shares pursuant to Section 5(e)
hereof and (ii) Purchase Shares to the Investor within three (3) Business Days after the applicable Purchase Date or Accelerated
Purchase Date (as applicable) on which the Investor is entitled to receive such Purchase Shares;


 


(e)          the
Company breaches any representation, warranty, covenant or other term or condition under any Transaction Document if such breach
could have a Material Adverse Effect and except, in the case of a breach of a covenant which is reasonably curable, only if such
breach continues for a period of at least five (5) Business Days;


 


(f)           if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)          if
the Company, pursuant to or within the meaning of any Bankruptcy Law, (i) commences a voluntary case, (ii) consents to the entry
of an order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or
substantially all of its property, or (iv) makes a general assignment for the benefit of its creditors or is generally unable to
pay its debts as the same become due;


 




    	 	-28-	 



     


    

 


(h)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (i) is for relief against the Company in
an involuntary case, (ii) appoints a Custodian of the Company or for all or substantially all of its property, or (iii) orders
the liquidation of the Company;


 


(i)           if
at any time the Company is not eligible to transfer its Common Stock electronically as DWAC Shares; or


 


(j)           if
at any time after the Commencement Date, the Exchange Cap is reached (to the extent such Exchange Cap is applicable pursuant to
Section 2(f) hereof).


 


In addition to any other rights and remedies
under applicable law and this Agreement, so long as an Event of Default has occurred and is continuing, or if any event that, after
notice and/or lapse of time, would reasonably be expected to become an Event of Default, has occurred and is continuing, the Company
shall not deliver to the Investor any Regular Purchase Notice, Accelerated Purchase Notice or Additional Purchase Notice.


 


11.         TERMINATION


 


This Agreement may be terminated
only as follows:


 


(a)          If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes
a general assignment for the benefit of its creditors (any of which would be an Event of Default as described in Sections 10(f),
10(g) and 10(h) hereof), this Agreement shall automatically terminate without any liability or payment to the Company
(except as set forth below) without further action or notice by any Person.


 


(b)          In
the event that (i) the Company fails to file the Registration Statement with the SEC within the period specified in Section
5(a) hereof in accordance with the terms of the Registration Rights Agreement or (ii) the Commencement shall not have occurred
on or before May 15, 2017, due to the failure to satisfy the conditions set forth in Sections 7(II) and 8(II) above
with respect to the Commencement, then, in the case of clause (i) above, this Agreement may be terminated by the Investor at any
time prior to the filing of the Registration Statement and, in the case of clause (ii) above, this Agreement may be terminated
by either party at the close of business on May 15, 2017 or thereafter, in each case without liability of such party to the other
party (except as set forth below); provided, however, that the right to terminate this Agreement under this Section 11(b)
shall not be available to any party if such party is then in breach of any covenant or agreement contained in this Agreement or
any representation or warranty of such party contained in this Agreement fails to be true and correct such that the conditions
set forth in Section 7(II)(c) or Section 8(II)(e), as applicable, could not then be satisfied.


 


(c)          
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering notice (a “Company Termination Notice”) to the Investor electing to terminate this Agreement
without any liability whatsoever of any party to any other party under this Agreement (except as set forth below). The Company
Termination Notice shall not be effective until one (1) Business Day after it has been received by the Investor.


 


(d)          This
Agreement shall automatically terminate on the date that the Company sells and the Investor purchases the full Available Amount
as provided herein, without any action or notice on the part


 




    	 	-29-	 



     


    

 


of any party and without any liability whatsoever
of any party to any other party under this Agreement (except as set forth below).


 


(e)          If,
for any reason or for no reason, the full Available Amount has not been purchased in accordance with Section 2 of this
Agreement by the Maturity Date, this Agreement shall automatically terminate on the Maturity Date, without any action or notice
on the part of any party and without any liability whatsoever of any party to any other party under this Agreement (except as set
forth below).


 


Except as set forth in Sections 11(a)
(in respect of an Event of Default under Sections 10(f), 10(g) and 10(h)), 11(d) and 11(e), any termination
of this Agreement pursuant to this Section 11 shall be effected by written notice from the Company to the Investor, or the
Investor to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties
and covenants of the Company and the Investor contained in Sections 3, 4, 5, and 6 hereof, the indemnification
provisions set forth in Section 9 hereof and the agreements and covenants set forth in Sections 10, 11 and
12 shall survive the execution and delivery of this Agreement and any termination of this Agreement. No termination of this
Agreement shall (i) affect the Company’s or the Investor’s rights or obligations under (A) this Agreement with respect
to any pending Regular Purchases, Accelerated Purchases or Additional Purchases and the Company and the Investor shall complete
their respective obligations with respect to any pending Regular Purchases, Accelerated Purchases and Additional Purchases under
this Agreement and (B) the Registration Rights Agreement, which shall survive any such termination, or (ii) be deemed to release
the Company or the Investor from any liability for intentional misrepresentation or willful breach of any of the Transaction Documents.


 


12.         MISCELLANEOUS.


 


(a)          Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the State of Illinois, County of Cook, for the
adjudication of any dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, 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 HEREWITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(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


 




    	 	-30-	 



     


    

 


have been signed by each party and delivered
to the other party; provided that a facsimile signature or signature delivered by e-mail in a “.pdf” format data file
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 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 shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)          Entire
Agreement. The Transaction Documents supersede all other prior oral or written agreements between the Investor, the Company,
their affiliates and Persons acting on their behalf with respect to the subject matter thereof, and this Agreement, the other Transaction
Documents and the instruments referenced herein 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 the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. The Company acknowledges and agrees that is has not relied on,
in any manner whatsoever, any representations or statements, written or oral, other than as expressly set forth in the Transaction
Documents.


 


(f)           Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt when delivered personally; (ii) upon receipt when sent by facsimile
or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party);
or (iii) one Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed
to the party to receive the same. The addresses for such communications shall be:


 


If to the Company:


Oncobiologics, Inc.


7 Clarke Drive


Cranbury, New Jersey 08512


		Telephone:	(609) 619-3990



		Facsimile:	(609) 228-4113



		E-mail:	lawrencekenyon@OncoBiologics.com



		Attention:	Chief Financial Officer



 


With a copy to (which shall not constitute
notice or service of process):


Cooley LLP


1114 Avenue of the Americas


New York, NY 10036


		Telephone:	(212) 479-6000



		Facsimile:	(212) 479-6275



		E-mail:	ypierre@cooley.com



		Attention:	Yvan-Claude J. Pierre, Esq.



 




    	 	-31-	 



     


    

 


If to the Investor:


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


		Telephone:	312-822-9300



		Facsimile:	312-822-9301



		E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com



		Attention:	Josh Scheinfeld/Jonathan Cope



 


With a copy to (which shall
not constitute notice or service of process):


Greenberg Traurig,
LLP


The MetLife Building


200 Park Avenue


New York, NY
10166


		Telephone:	(212) 801-9200



		Facsimile:	(212) 801-6400



		E-mail:	marsicoa@gtlaw.com



		Attention:	Anthony J. Marsico, Esq.



 


If to the Transfer Agent:


American Stock
Transfer & Trust Company, LLC


6201 15th
Avenue


Brooklyn, NY
11219


		Telephone:	(718) 921-8200, Ext. 6493



		Facsimile:	(718) 765-8713



		Attention:	Leicia Savinetti



 


or at such other address and/or facsimile number
and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party three
(3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such
notice, consent or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or email
account containing the time, date, and recipient facsimile number or email address, as applicable, and an image of the first page
of such transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal
service, receipt by facsimile or receipt from a nationally recognized overnight delivery 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. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor, including by merger or consolidation. The Investor may not assign its rights or obligations under this Agreement.


 


(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.


 


(i)           Publicity.
The Company shall afford the Investor and its counsel with the opportunity to review and comment upon, shall consult with the Investor
and its counsel on the form and substance of, and shall give due consideration to all such comments from the Investor or its counsel
on, any press


 




    	 	-32-	 



     


    

 


release, SEC filing or any other public disclosure
by or on behalf of the Company relating to the Investor, its purchases hereunder or any aspect of the Transaction Documents or
the transactions contemplated thereby, not less than 24 hours prior to the issuance, filing or public disclosure thereof. The Investor
must be provided with a final version of any such press release, SEC filing or other public disclosure at least 24 hours prior
to any release, filing or use by the Company thereof. The Company agrees and acknowledges that its failure to fully comply with
this provision constitutes a Material Adverse Effect.


 


(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 the other party may reasonably request
in order to consummate and make effective, as soon as reasonably possible, the Commencement, and to carry out the intent and accomplish
the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)          No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Investor that it has not engaged
any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Investor
represents and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection
with the transactions contemplated hereby. The Company shall be responsible for the payment of any fees or commissions, if any,
of any financial advisor, placement agent, broker or finder relating to or arising out of the transactions contemplated hereby.
The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including, without limitation, reasonable
attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 


(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,
Other Obligations, Breaches and Injunctive Relief. The Investor’s remedies provided in this Agreement, including, without
limitation, the Investor’s remedies provided in Section 9, shall be cumulative and in addition to all other remedies available
to the Investor under this Agreement, at law or in equity (including a decree of specific performance and/or other injunctive relief),
no remedy of the Investor contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy
and nothing herein shall limit the Investor's right to pursue actual damages for any failure by the Company to comply with the
terms of this Agreement. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm
to the Investor and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event
of any such breach or threatened breach, the Investor shall be entitled, in addition to all other available remedies, to an injunction
restraining any breach, without the necessity of showing economic loss and without any bond or other security being required.


 


(n)          Enforcement
Costs. If: (i) this Agreement is placed by the Investor in the hands of an attorney for enforcement or is enforced by the Investor
through any legal proceeding; (ii) an attorney is retained to represent the Investor in any bankruptcy, reorganization, receivership
or other proceedings affecting creditors' rights and involving a claim under this Agreement; or (iii) an attorney is retained to
represent the Investor in any other proceedings whatsoever in connection with this Agreement, then the Company shall pay to the
Investor, as incurred by the Investor, all reasonable costs and expenses including reasonable attorneys' fees incurred in connection
therewith, in addition to all other amounts due hereunder. If (i) this Agreement is placed by the Company in the hands of an attorney
for enforcement or is enforced by the Company through any legal proceeding, or (ii) an attorney is retained to represent the


 




    	 	-33-	 



     


    

 


Company in any other proceedings whatsoever
in connection with this Agreement then the Investor shall pay to the Company, as incurred by the Company, all reasonable costs
and expenses including reasonable attorneys’ fees incurred in connection therewith, in addition to all other amounts due
hereunder. It is understood and agreed that any and all enforcement costs paid by a party to the other party pursuant to this section
shall be promptly reimbursed by the receiving party if a court of competent jurisdiction determines in a final, non-appealable
order that the paying party is not in breach of this Agreement.


 


(o)          Amendment
and Waiver; Failure or Indulgence Not Waiver. No provision of this Agreement may be amended or waived by the parties from and
after the date that is one (1) Business Day immediately preceding the initial filing of the Registration Statement with the SEC.
Subject to the immediately preceding sentence, (i) no provision of this Agreement may be amended other than by a written instrument
signed by both parties hereto and (ii) no provision of this Agreement may be waived other than in a written instrument signed by
the party against whom enforcement of such waiver is sought. No failure or delay in the exercise of any power, right or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude
other or further exercise thereof or of any other right, power or privilege.


 


*     *      *      *      *


 




    	 	-34-	 



     


    

 


IN WITNESS WHEREOF, the Investor and
the Company have caused this Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	ONCOBIOLOGICS, INC.
	 	 	 
	 	By:	/s/ Lawrence Kenyon
	 	Name: Lawrence Kenyon
	 	Title:  Chief Financial Officer
	 	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	 
	 	BY:	LINCOLN PARK CAPITAL, LLC
	 	BY:	ROCKLEDGE CAPITAL CORPORATION
	 	 	 
	 	By:	/s/ Josh Scheinfeld
	 	Name: Josh Scheinfeld
	 	Title: President


 




    	 	-35-	 



     


    

 


EXHIBITS


 


	Exhibit A	Form of Officer’s Certificate
	Exhibit B	Form of Resolutions of Board of Directors of the Company
	Exhibit C	Form of Secretary’s Certificate
	Exhibit D	Form of Letter to Transfer Agent


 




     


     


    

 


EXHIBIT A


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s Certificate
(“Certificate”) is being delivered pursuant to [Section 8(I)(c)] [Section 8(II)(e)] of that certain Purchase
Agreement dated as of March 8, 2017, (“Purchase Agreement”), by and between ONCOBIOLOGICS, INC., a Delaware
corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”).
Terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.


 


The undersigned, ___________,
______________ of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


 


1.          I
am the _____________ of the Company;


 


2.          The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 4 of the Purchase Agreement, in which case, such
representations and warranties are true and correct without further qualification) as of the date when made and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, in which case such
representations and warranties are true and correct as of such date);


 


3.          The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


 4.         The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company currently have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is currently financially solvent and is generally able to pay its debts as they become due.




 


IN WITNESS WHEREOF, I have
hereunder signed my name on this ___ day of ___________.


 


	 	 	 
	 	Name:	 
	 	Title:	 


 


The undersigned as Secretary
of ONCOBIOLOGICS, INC., a Delaware corporation, hereby certifies that Pankaj Mohan, Ph.D. is the duly elected, appointed,
qualified and acting Chief Executive Officer of Oncobiologics, Inc. and that the signature appearing above is his genuine signature.


 


	 	 	 
	 	Lawrence A. Kenyon	 
	 	Secretary	 


 




     


     


    

 


EXHIBIT B


 


FORM OF COMPANY RESOLUTIONS


FOR SIGNING PURCHASE AGREEMENT


 


UNANIMOUS WRITTEN CONSENT OF


ONCOBIOLOGICS, INC.


 


The undersigned, constituting
all of the members of the Board of Directors (the “Board”) of Oncobiologics,
Inc., a Delaware corporation (the “Company”), pursuant to Section 141(f) of the Delaware General
Corporation Law (the “DGCL”), hereby adopt the following resolutions by unanimous written consent and
direct that this consent be filed with the minutes of the proceedings of the Board:


 


Whereas,
there has been presented to the Board of Directors of the Company a draft of the Purchase Agreement (the “Purchase
Agreement”) by and between the Company and Lincoln Park Capital Fund, LLC (“Lincoln Park”),
providing for the purchase by Lincoln Park of up to Fifteen Million Four Hundred Thousand Dollars ($15,400,000) of the Company’s
common stock, $0.01 par value per share (the “Common Stock”) and a draft of the Registration Rights Agreement
(the “Registration Rights Agreement”) by and between the Company and Lincoln Park providing for the registration
of the shares of the Company’s Common Stock issuable in respect of the Purchase Agreement on behalf of the Company; and


 


Whereas,
after careful consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the
Board of Directors, the Board of Directors has determined that it is advisable and in the best interests of the Company and its
stockholders to engage in the transactions contemplated by the Purchase Agreement, including, but not limited to, the issuance
of up to 226,411shares of Common Stock to Lincoln Park as a commitment fee (the “Commitment Shares”)
and the sale of shares of Common Stock to Lincoln Park up to the available amount under the Purchase Agreement (the "Purchase
Shares") and to register such shares as contemplated by the Registration Rights Agreement.


 


Transaction Documents


 


Now,
Therefore, Be It Resolved, that the transactions described in the Purchase Agreement are hereby approved and each of
Pankaj Mohan and Lawrence Kenyon (the “Authorized Officers”) are severally authorized to execute and
deliver the Purchase Agreement, and any other agreements or documents contemplated thereby including, without limitation, the Registration
Rights Agreement, with such amendments, changes, additions and deletions as the Authorized Officers may deem to be appropriate
and approve on behalf of, the Company, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon;
and


 


Further
Resolved, that the terms and provisions of the Registration Rights Agreement by and among the Company and Lincoln Park
are hereby approved and the Authorized Officers are authorized to execute and deliver the Registration Rights Agreement (pursuant
to the terms of the Purchase Agreement), with such amendments, changes, additions and deletions as the Authorized Officer may deem
appropriate and approve on behalf of, the Company, such approval to be conclusively evidenced by the signature of an Authorized
Officer thereon; and


 


Further
Resolved, that the terms and provisions of the forms of Irrevocable Transfer Agent Instructions and Notice of Effectiveness
of Registration Statement (collectively, the “Instructions”) are


 




     


     


    

 


hereby approved and the Authorized Officers
are authorized to execute and deliver the Instructions on behalf of the Company in accordance with the Purchase Agreement, with
such amendments, changes, additions and deletions as the Authorized Officers may deem appropriate and approve on behalf of, the
Company, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 


Execution of Purchase
Agreement


 


Further
Resolved, that the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase
of up to Fifteen Million Four Hundred Thousand Dollars ($15,400,000) of the Company’s common stock; and


 


Issuance of Common
Stock


 


Further
Resolved, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 150,376 shares of Common
Stock as Initial Purchase Shares, and that upon issuance of the Initial Purchase Shares pursuant to the Purchase Agreement the
Initial Purchase Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching
to the ownership thereof; and


 


Further
Resolved, that the Company is hereby authorized to issue to Lincoln Park Capital Fund, LLC, 113,205 shares of Common
Stock as Initial Commitment Shares and that upon issuance of the Initial Commitment Shares pursuant to the Purchase Agreement the
Initial Commitment Shares shall be duly authorized, validly issued, fully paid and nonassessable with no personal liability attaching
to the ownership thereof; and


 


Further
Resolved, that the Company is hereby authorized to issue up to 113,206 shares of Common Stock as Additional Commitment
Shares under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Additional
Commitment Shares pursuant to the Purchase Agreement, the Additional Commitment Shares will be duly authorized, validly issued,
fully paid and nonassessable with no personal liability attaching to the ownership thereof; and


 


Further
Resolved, that the Company shall reserve 113,206 shares of Common Stock for issuance as
Additional Commitment Shares under the Purchase Agreement; and


 


Further
Resolved, that the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares
up to the Available Amount under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance
of the Purchase Shares pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid
and nonassessable with no personal liability attaching to the ownership thereof; and


 


Further
Resolved, that the Company shall initially reserve 5,650,000 shares of Common Stock for
issuance as Purchase Shares (other than Initial Purchase Shares) under the Purchase Agreement. 


 


Approval
of Actions


 


Further
Resolved, that, without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized
and directed to proceed on behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice
and assistance of counsel, to cause the Company to consummate the agreements referred to herein and to perform its obligations
under such agreements; and


 




     


     


    

 


Further
Resolved, that the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf
of and in the name of the Company, to take or cause to be taken all such further actions and to execute and deliver or cause to
be executed and delivered all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices,
letters and undertakings and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable
to carry into effect the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken
by any officer or director of the Company in connection with the transactions contemplated by the agreements described herein are
hereby approved, ratified and confirmed in all respects.


 


[Signature
Page Follows]


 




     


     


    

 


This Action by Unanimous Written Consent shall
be filed with the minutes of the proceedings of the Board. This Action may be signed in one or more counterparts, each of which
shall be deemed an original, and all of which shall constitute one instrument.


 


IN WITNESS WHEREOF, the undersigned have
executed this Unanimous Written Consent of the Board of Directors of Oncobiologics, Inc. as of date written below.


 


	By:	 	 	By:	 
	Pankaj Mohan, Ph.D.	 	Todd C, Brady, M.D., Ph.D.
	Date:	 	Date:
	 	 	 
	By:	 	 	By:	 
	Scott Canute	 	Albert D. Dyrness
	Date:	 	Date:
	 	 	 
	By:	 	 	By:	 
	Donald J. Griffith	 	Kurt J. Hilzinger
	Date:	 	Date:
	 	 	 
	By:	 	 	 
	Robin Smith Hoke	 	 
	Date:	 	 


 




     


     


    

 


EXHIBIT C


 


FORM OF SECRETARY’S
CERTIFICATE


 


This Secretary’s
Certificate (“Certificate”) is being delivered pursuant to Section 8(II)(k) of that certain Purchase Agreement
dated as of March 8, 2017 (“Purchase Agreement”), by and between ONCOBIOLOGICS, INC., a Delaware corporation
(the “Company”), and LINCOLN PARK CAPITAL FUND, LLC (the “Investor”), pursuant to which the Company
may sell to the Investor up to Fifteen Million Four Hundred Thousand Dollars ($15,400,000) of the Company's Common Stock, $0.01
par value per share (the "Common Stock"). Terms used herein and not otherwise defined shall have the meanings ascribed
to them in the Purchase Agreement.


 


The undersigned, Lawrence A. Kenyon, Secretary
of the Company, hereby certifies, on behalf of the Company and not in his individual capacity, as follows:


 


1.          I
am the Secretary of the Company.


 


2.          Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”)
and Certificate of Incorporation (“Charter”), in each case, as amended through the date hereof, and no action has been
taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment relating
to or affecting the Bylaws or Charter.


 


3.          Attached
hereto as Exhibit C are true, correct and complete copies of the resolutions duly adopted by the Board of Directors of the
Company by unanimous written consent effective as of _______, 2017. Such resolutions have not been amended, modified or rescinded
and remain in full force and effect and such resolutions are the only resolutions adopted by the Company’s Board of Directors,
or any committee thereof, or the stockholders of the Company relating to or affecting (i) the entering into and performance of
the Purchase Agreement, or the issuance, offering and sale of the Purchase Shares and the Commitment Shares and (ii) and the performance
of the Company of its obligation under the Transaction Documents as contemplated therein.


 


4.          As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ____________.


 


	 	 	 
	 	Secretary	 


 


The undersigned as Chief Executive Officer
of ONCOBIOLOGICS, INC., a Delaware corporation, hereby certifies that Lawrence A. Kenyon is the duly elected, appointed,
qualified and acting Secretary of Oncobiologics, Inc., and that the signature appearing above is his genuine signature.


 


	 	 	 
	 	Pankaj Mohan, Ph.D.	 
	 	Chief Executive Officer	 


 




     


     


    

 


EXHIBIT D


 


FORM OF LETTER TO THE TRANSFER AGENT FOR
THE ISSUANCE OF THE INITIAL PURCHASE SHARES AND THE INITIAL COMMITMENT SHARES AT SIGNING OF THE PURCHASE AGREEMENT


 


[COMPANY LETTERHEAD]


 


	March 8, 2017	 
	 	 
	[TRANSFER AGENT]	 
	 	 
	 	 
	 	 


 


Re: Issuance of Common Stock to Lincoln Park Capital Fund, LLC


 


Dear ________,


 


On behalf of ONCOBIOLOGICS, INC. (the
“Company”), you are hereby instructed to issue as soon as possible a book-entry statement representing
an aggregate of 263,581 shares of our common stock in the name of Lincoln Park Capital Fund, LLC. The book-entry
statement should be dated March 8, 2017. I have included a true and correct copy of a unanimous written consent executed by all
of the members of the Board of Directors of the Company adopting resolutions approving the issuance of these shares. The book-entry
statement should bear the following restrictive legend:


 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE
BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, UNLESS SOLD PURSUANT
TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL, IN A CUSTOMARY FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 




     


     


    

 


The book-entry statement should be sent as soon as possible
via overnight mail to the following address:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


Attention: Josh Scheinfeld/Jonathan
Cope


 


Thank you very much for your help. Please call me at (609) 619-3990
if you have any questions or need anything further.


 


ONCOBIOLOGICS, INC.


 


	BY:	 	 
	 	Lawrence A. Kenyon	 
	 	Chief Financial Officer