EXHIBIT
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of the 21st day of March 2017, by and between Imprimis
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each individual or entity named on the Schedule
of Buyers attached hereto (each such individual or entity, individually, a “Buyer” and all of such individuals
or entities, collectively, the “Buyers”).


 


RECITALS


 


A.
The Company has authorized the sale and issuance of up to an aggregate of 1,312,000 shares (the “Shares”) of
its common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment by the Company’s
Board of Directors, or a committee thereof, for a purchase price of $2.40 per share.


 


B.
The offering and sale of the Shares (the “Offering”) are being made pursuant to (a) an effective Registration
Statement on Form S-3 (including the Prospectus contained therein (the “Base Prospectus”), File No. 333-198675,
the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”)
and (b) a Prospectus Supplement (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”)
containing certain supplemental information regarding the Shares and terms of the Offering that will be filed with the Commission
and delivered to the Investor (or made available to the Investor by the filing by the Company of an electronic version thereof
with the Commission).


 


C.
Each Buyer acknowledges that the Offering is not being underwritten by National Securities Corporation, the placement agent named
in the Prospectus Supplement (the “Placement Agent”), and that there is no minimum offering amount.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants of the parties hereinafter expressed and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, each intending to be legally bound,
agree as follows:


 


ARTICLE
I


RECITALS,
EXHIBITS, SCHEDULES


 


The
foregoing recitals are true and correct and, together with the Schedules and Exhibits referred to hereafter, are hereby incorporated
into this Agreement by this reference.


 




    	 



    	 



    

 


ARTICLE
II


DEFINITIONS


 


For
purposes of this Agreement, except as otherwise expressly provided or otherwise defined elsewhere in this Agreement, or unless
the context otherwise requires, the capitalized terms in this Agreement shall have the meanings assigned to them in this Article
as follows:


 


2.1
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is
controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities
Act.


 


2.2
“Assets” means all of the properties and assets of the Company and its Operating Subs, whether real, personal
or mixed, tangible or intangible, wherever located, whether now owned or hereafter acquired.


 


2.3
“Claims” means any Proceedings, Judgments, Obligations, known threats, losses, damages, deficiencies, settlements,
assessments, charges, costs and expenses of any nature or kind.


 


2.4
“Consent” means any consent, approval, order or authorization of, or any declaration, filing or registration
with, or any application or report to, or any waiver by, or any other action (whether similar or dissimilar to any of the foregoing)
of, by or with, any Person, which is necessary in order to take a specified action or actions, in a specified manner and/or to
achieve a specific result.


 


2.5
“Contract” means any written or oral contract, agreement, order or commitment of any nature whatsoever, including,
any sales order, purchase order, lease, sublease, license agreement, services agreement, loan agreement, mortgage, security agreement,
guarantee, management contract, employment agreement, consulting agreement, partnership agreement, shareholders agreement, buy-sell
agreement, option, warrant, debenture, subscription, call or put.


 


2.6
“Encumbrance” means any lien, security interest, pledge, mortgage, easement, leasehold, assessment, tax, covenant,
restriction, reservation, conditional sale, prior assignment, or any other encumbrance, claim, burden or charge of any nature
whatsoever.


 


2.7
“Environmental Requirements” means all Laws and requirements relating to human, health, safety or protection
of the environment or to emissions, discharges, releases or threatened releases of pollutants, contaminants, or Hazardous Materials
in the environment (including, without limitation, ambient air, surface water, ground water, land surface or subsurface strata),
or otherwise relating to the treatment, storage, disposal, transport or handling of any Hazardous Materials.


 


2.8
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


2.9
“GAAP” means generally accepted accounting principles, methods and practices set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, and statements and
pronouncements of the Financial Accounting Standards Board, the SEC or of such other Person as may be approved by a significant
segment of the U.S. accounting profession, in each case as of the date or period at issue, and as applied in the U.S. to U.S.
companies.


 




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2.10
“Governmental Authority” means any foreign, federal, state or local government, or any political subdivision
thereof, or any court, agency or other body, organization, group, stock market or exchange exercising any executive, legislative,
judicial, quasi-judicial, regulatory or administrative function of government.


 


2.11
“Hazardous Materials” means: (i) any petroleum or petroleum products, radioactive materials, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric
fluid containing levels of polychlorinated biphenyls (PCB’s); (ii) any chemicals, materials, substances or wastes which
are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,”
“hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic
substances,” “toxic pollutants” or words of similar import, under any Law; and (iii) any other chemical, material,
substance, or waste, exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority.


 


2.12
“Judgment” means any order, writ, injunction, fine, citation, award, decree, or any other judgment of any nature
whatsoever of any Governmental Authority.


 


2.13
“Law” means any provision of any law, statute, ordinance, code, constitution, charter, treaty, rule or regulation
of any Governmental Authority applicable to the Company.


 


2.14
“Leases” means all leases for real or personal property.


 


2.15
“Material Adverse Effect” means with respect to the event, item or question at issue, that such event, item
or question would not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or
enforceability of this Agreement; (ii) a material adverse effect on the results of operations, Assets, business or condition (financial
or otherwise) of the Company and its subsidiaries, taken as a whole; or (iii) a material adverse effect on the Company’s
or its subsidiaries’ ability to perform, on a timely basis, its or their respective Obligations under this Agreement.


 


2.16
“Material Contract” means any Contract to which the Company is a party or by which it is bound which has been
filed or is required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation
S-K promulgated by the SEC.


 


2.17
“Obligation” means any debt, liability or obligation of any nature whatsoever, whether secured, unsecured,
recourse, nonrecourse, liquidated, unliquidated, accrued, absolute, fixed, contingent, ascertained, unascertained, known, unknown
or obligations under executory Contracts.


 


2.18
“Operating Sub” shall have the meaning given in Section 6.1.


 


2.19
“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice
(including with respect to quantity, quality and frequency).


 




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2.20
“Permit” means any license, permit, approval, waiver, order, authorization, right or privilege of any nature
whatsoever, granted, issued, approved or allowed by any Governmental Authority.


 


2.21
“Person” means any individual, sole proprietorship, joint venture, partnership, company, corporation, association,
cooperation, trust, estate, Governmental Authority, or any other entity of any nature whatsoever.


 


2.22
“Principal Trading Market” shall mean the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the OTC Markets, including the Bulletin Board and Pink Sheets, the NYSE Euronext or the New York Stock Exchange,
whichever is at the time the principal trading exchange or market for the Common Stock.


 


2.23
“Proceeding” means any demand, claim, suit, action, litigation, investigation, audit, study, arbitration, administrative
hearing, or any other proceeding of any nature whatsoever.


 


2.24
“Real Property” means any real estate, land, building, structure, improvement, fixture or other real property
of any nature whatsoever, including, but not limited to, fee and leasehold interests.


 


2.25
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


2.26
“Tax” means (i) any foreign, federal, state or local income, profits, gross receipts, franchise, sales, use,
occupancy, general property, real property, personal property, intangible property, transfer, fuel, excise, accumulated earnings,
personal holding company, unemployment compensation, social security, withholding taxes, payroll taxes, or any other tax of any
nature whatsoever, (ii) any foreign, federal, state or local organization fee, qualification fee, annual report fee, filing fee,
occupation fee, assessment, rent, or any other fee or charge of any nature whatsoever, or (iii) any deficiency, interest or penalty
imposed with respect to any of the foregoing.


 


2.27
“Tax Return” means any tax return, filing, declaration, information statement or other form or document required
to be filed in connection with or with respect to any Tax.


 


ARTICLE
III


INTERPRETATION


 


In
this Agreement, unless the express context otherwise requires: (i) the words “herein,” “hereof” and “hereunder”
and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement; (ii) references
to the words “Article” or “Section” refer to the respective Articles and Sections of this Agreement, and
references to “Exhibit” or “Schedule” refer to the respective Exhibits and Schedules annexed hereto; (iii)
references to a “party” mean a party to this Agreement and include references to such party’s permitted successors
and permitted assigns; (iv) references to a “third party” mean a Person not a party to this Agreement; (v) the terms
“dollars” and “$” means U.S. dollars; (vi) wherever the word “include,” “includes”
or “including” is used in this Agreement, it will be deemed to be followed by the words “without limitation.”


 




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ARTICLE
IV


PURCHASE
AND SALE


 


4.1
Sale and Issuance of Shares. Subject to the terms and conditions of this Agreement, each Buyer agrees, severally and not
jointly, to purchase, and the Company agrees to sell and issue to each Buyer, the number of Shares set forth in the column designated
“Number of Shares” opposite such Buyer’s name on the Schedule of Buyers at a cash purchase price of $2.40 per
Share (the “Purchase Price”). The Company’s agreement with each Buyer is a separate agreement, and the
sale and issuance of the Shares to each Buyer is a separate sale and issuance.


 


4.2
Closing. At 11:00 a.m., New York City time, on or before March 27, 2017, or at such other time on such other date as may
be agreed upon by the Company and the Placement Agent (such date of delivery and payment is hereinafter referred to as the “Closing
Date”), at the office of Golenbock Eiseman Assor Bell & Peskoe LLP, 711 Third Avenue, New York, New York 10017 (or
at such other place as agreed upon by the Placement Agent and the Company), each Buyer shall wire an amount equal to the Purchase
Price multiplied by the number of Shares being purchased by such Buyer to an account designated by the Company and the Company
shall deliver the Shares to the Buyers, which delivery shall be made through the facilities of The Depository Trust Company. The
Shares shall be registered in such name or names and shall be in such denominations in accordance with the instructions delivered
by each Buyer to the Company at least one business day before the Closing Date.


 


ARTICLE
V


BUYERS’
REPRESENTATIONS AND WARRANTIES


 


Each
Buyer severally represents and warrants to the Company, that:


 


5.1
Investment Purpose. The Buyer is acquiring the Shares for its own account for investment only and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under
the Securities Act.


 


5.2
Accredited Investor/Institutional Account Status. The Buyer is an “accredited investor” as that term is defined
in Rule 501(a) of Regulation D, as promulgated under the Securities Act. Furthermore, the Buyer is either (i) a bank, savings
and loan association, insurance company or registered investment company; (ii) an investment adviser registered either with the
Commission under Section 203 of the Investment Advisers Act or with a state securities commission (or any agency or office performing
like functions); or (iii) any other person (whether a natural person, corporation, partnership, trust or otherwise) with total
assets of at least $50 million.


 




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5.3
Information. The Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and other information the Buyer deemed material to making an informed investment decision regarding
its purchase of the Shares, which have been requested by such Buyer. The Buyer acknowledges that it has received and reviewed
a copy of the Base Prospectus and the SEC Documents. The Buyer and its advisors, if any, have been afforded the opportunity to
ask questions of the Company and its management. The Buyer understands that its investment in the Shares involves a high degree
of risk. Neither such inquiries, nor any other due diligence investigations conducted by any Buyer or its advisors, if any, or
its representatives, shall modify, amend or affect each Buyer’s right to rely on the Company’s and Operating Subs’
representations and warranties contained in Article VI below. The Buyer is in a position regarding the Company, which, based upon
employment, family relationship or economic bargaining power, enabled and enables such Buyer to obtain information from the Company
in order to evaluate the merits and risks of this investment. The Buyer has sought such accounting, legal and tax advice as it
has considered necessary to make an informed investment decision with respect to its acquisition of the Shares. Without limiting
the foregoing, the Buyer has carefully considered the potential risks relating to the Company and a purchase of the Shares, and
fully understands that the Shares are a speculative investment that involves a high degree of risk of loss of the Buyer’s
entire investment.


 


5.4
No Governmental Review. The Buyer understands that no United States Federal or state Governmental Authority has passed
on or made any recommendation or endorsement of the Shares, or the fairness or suitability of the investment in the Shares, nor
have such Governmental Authorities passed upon or endorsed the merits of the offering of the Shares.


 


5.5
Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the
Buyer and is a valid and binding agreement of the Buyer, enforceable in accordance with its terms, except as such enforceability
may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and
other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


5.6
General Solicitation. The Buyer is not purchasing the Shares as a result of any advertisement, article, notice or other
communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio
or presented at any seminar or any other general solicitation or general advertisement. The Buyer represents that it has a relationship
with the Placement Agent preceding its decision to purchase the Shares from the Company.


 


ARTICLE
VI


REPRESENTATIONS
AND WARRANTIES OF THE COMPANY


 


Except
as set forth and disclosed in the Company’s disclosure schedules (“Disclosure Schedules”) attached to
this Agreement and made a part hereof, the Company and Operating Sub each hereby makes the following representations and warranties
to the Buyers. The Disclosure Schedules shall be arranged in sections corresponding to the numbered and lettered sections and
subsections contained in this Article VI and certain other sections of this Agreement, and the disclosures in any section
or subsection of the Disclosure Schedules shall qualify other sections and subsections in this Article VI only to the extent
it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.


 




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6.1
Subsidiaries. Except for those subsidiaries set forth in Schedule 6.1 (each an “Operating Sub”),
the Company has no subsidiaries and the Company does not own, directly or indirectly, any outstanding voting securities of or
other interests in, or have any control over, any other Person. Except as set forth in Schedule 6.1, the Company wholly-owns
each Operating Sub. With respect to each Operating Sub, all representations and warranties in this Article VI and elsewhere in
this Agreement shall be deemed repeated and re-made from and by each Operating Sub, as if such representations and warranties
were independently made by each Operating Sub, in this Agreement (but modified as necessary in order to give effect to the intent
of the parties that such representation and warranty is being made by the Operating Sub, rather than the Company, as applicable).
In addition, each representation and warranty contained in this Article VI or otherwise set forth in this Agreement shall be deemed
to mean and be construed to include the Company and each of its subsidiaries, as applicable, regardless of whether each of such
representations and warranties in Article VI specifically refers to the Company’s subsidiaries or not.


 


6.2
Organization. The Company and its subsidiaries are corporations, duly organized, validly existing and in good standing
under the Laws of the jurisdiction in which they are incorporated. The Company has the full corporate power and authority and
all necessary certificates, licenses, approvals and Permits to: (i) enter into and execute this Agreement and to perform all of
its obligations hereunder; and (ii) own and operate its Assets and properties and to conduct and carry on its business as and
to the extent now conducted. The Company is duly qualified to transact business and is in good standing as a foreign corporation
in each jurisdiction where the character of its business or the ownership or use and operation of its Assets or properties requires
such qualification, except to the extent that failure to so qualify will not result in a Material Adverse Effect.


 


6.3
Authority and Approval of Agreement; Binding Effect. The execution and delivery by the Company of this Agreement, and the
performance by the Company of all of its obligations hereunder, including the issuance of the Shares, have been duly and validly
authorized and approved by the Company and its board of directors pursuant to all applicable Laws and no other corporate action
or Consent on the part of the Company, its board of directors, stockholders or any other Person is necessary or required by the
Company to execute this Agreement, consummate the transactions contemplated herein, perform all of Company’s obligations
hereunder, or to issue the Shares. This Agreement has been duly and validly executed by the Company (and the officer executing
this Agreement is duly authorized to act and execute same on behalf of the Company) and constitute the valid and legally binding
agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited
by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


6.4
Capitalization. Immediately prior to the Closing, the authorized capital stock of the Company will consist of 90,000,000
shares of Common Stock, of which 18,627,915 shares of Common Stock are issued and outstanding. All of such outstanding shares
have been validly issued and are fully paid and nonassessable. The Common Stock is currently quoted on the Nasdaq Capital Market
under the trading symbol “IMMY.” The Company has received no notice, either oral or written, with respect to the continued
eligibility of the Common Stock for quotation on the Principal Trading Market, and the Company has maintained all requirements
on its part for the continuation of such quotation. Except as set forth on Schedule 6.4, no shares of Common Stock are
subject to preemptive rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except as set
forth on Schedule 6.4, as of the date hereof: (i) 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 any of its subsidiaries, or Contracts, commitments, understandings or arrangements by which the Company
or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries,
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries; (collectively, “Derivative
Securities”); (ii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other Contracts
or instruments evidencing indebtedness of the Company or any of its subsidiaries, or by which the Company or any of its subsidiaries
is or may become bound; (iii) there are no outstanding registration statements with respect to the Company or any of its securities
(other than registration statements on Form S-8); (iv) there are no agreements or arrangements under which the Company or any
of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to
this Agreement); (v) there are no financing statements securing obligations filed in connection with the Company or any of its
Assets; (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by this
Agreement or any related agreement or the consummation of the transactions described herein or therein; and (vii) there are no
outstanding securities or instruments of the Company which contain any redemption or similar provisions, and there are no Contracts
by which the Company is or may become bound to redeem a security of the Company. Except as set forth on Schedule 6.4, there
are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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6.5
No Conflicts; Consents and Approvals. The execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby will not: (i) constitute a violation of or conflict with any provision of the Company’s
or any Operating Sub’s certificate or articles of incorporation, bylaws or other organizational or charter documents; (ii)
constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse of time, or both), or conflict
with, or give to any other Person any rights of termination, amendment, acceleration or cancellation of, any provision of any
Material Contract; (iii) constitute a violation of, or a default or breach under (either immediately, upon notice, upon lapse
of time, or both), or conflict with, any Judgment; (iv) assuming the accuracy of the representations and warranties of the Buyers
set forth in Article V above, constitute a violation of, or conflict with, any Law (including United States federal and state
securities Laws and the rules and regulations of any market or exchange on which the Common Stock is quoted); or (v) result in
the loss or adverse modification of, or the imposition of any fine, penalty or other Encumbrance with respect to, any Permit granted
or issued to, or otherwise held by or for the use of, Company or any of Company’s Assets. The Company is not in violation
of its articles of incorporation, bylaws or other organizational or governing documents and the Company is not in default or breach
(and no event has occurred which with notice or lapse of time or both could put the Company in default or breach) under, and the
Company has not taken any action or failed to take any action that would give to any other Person any rights of termination, amendment,
acceleration or cancellation of, any Material Contract. Except as specifically contemplated by this Agreement, the Company is
not required to obtain any Consent of, from, or with any Governmental Authority, or any other Person, in order for it to execute,
deliver or perform any of its obligations under this Agreement in accordance with the terms hereof, or to issue and sell the Shares
in accordance with the terms hereof. All Consents which the Company is required to obtain pursuant to the immediately preceding
sentence have been obtained or effected on or prior to the date hereof.


 


6.6
Issuance of Shares. The Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be duly
issued, fully paid and non-assessable, and free from all Encumbrances with respect to the issue thereof, and, assuming the accuracy
of the representations and warranties of the Buyers set forth in Article V above, will be issued in compliance with all applicable
United States Federal and state securities Laws.


 


6.7
SEC Documents; Financial Statements. The Common Stock is registered pursuant to Section 12 of the Exchange Act and the
Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission
under the Exchange Act (all of the foregoing filed within the two (2) years preceding the date hereof or amended after the date
hereof and all exhibits included therein and financial statements and schedules thereto and documents incorporated by reference
therein, being hereinafter referred to as the “SEC Documents”). The Company is current with its filing obligations
under the Exchange Act and all SEC Documents have been filed on a timely basis or the Company has received a valid extension of
such time of filing and has filed any such SEC Document prior to the expiration of any such extension. The Company represents
and warrants that true and complete copies of the SEC Documents are available on the SEC’s website (www.sec.gov)
at no charge to Buyers, and Buyers acknowledge that each of them may retrieve all SEC Documents from such website and each Buyer’s
access to such SEC Documents through such website shall constitute delivery of the SEC Documents to Buyers. As of their respective
dates, the SEC Documents complied in all material respects with the requirements of the Exchange Act, and none of the SEC Documents,
at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended
or updated under applicable Law (except as such statements have been amended or updated in subsequent filings prior to the date
hereof, which amendments or updates are also part of the SEC Documents). As of their respective dates, the financial statements
of the Company included in the SEC Documents (“Financial Statements”) complied in all material respects with
applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (except as such Financial
Statements have been amended or updated in subsequent filings prior to the date hereof, which amendments or updates are also part
of the SEC Documents). All of the Financial Statements have been prepared in accordance with GAAP, consistently applied, during
the periods involved (except: (i) as may be otherwise indicated in such Financial Statements or the notes thereto; or (ii) in
the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements),
and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the
consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). To the knowledge of the Company and its officers, no other information provided by or on
behalf of the Company to the Buyers which is not included in the SEC Documents contains any untrue statement of a material fact
or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstance under
which they are or were made, not misleading.


 




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6.8
Absence of Certain Changes. Since the date the last of the SEC Documents was filed with the SEC, none of the following
have occurred:


 


(a)
There has been no event or circumstance of any nature whatsoever that has resulted in, or could reasonably be expected to result
in, a Material Adverse Effect; or


 


(b)
Except for this Agreement, there has been no transaction, event, action, development, payment, or other matter of any nature whatsoever
entered into by the Company that requires disclosure in an SEC Document which has not been so disclosed.


 


6.9
Absence of Litigation or Adverse Matters. Except as disclosed in the SEC Documents: (i) there is no Proceeding before or
by any Governmental Authority or any other Person, pending, or the best of Company’s knowledge, threatened or contemplated
by, against or affecting the Company, its business or Assets; (ii) there is no outstanding Judgments against or affecting the
Company, its business or Assets; and (iii) the Company is not in breach or violation of any Material Contract.


 


6.10
Liabilities of the Company. The Company does not have any Obligations of a nature required by GAAP to be disclosed on a
consolidated balance sheet of the Company, except: (i) as disclosed in the Financial Statements; or (ii) incurred in the Ordinary
Course of Business since the date of the last Financial Statements filed by the Company with the SEC that have not had, and would
not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


6.11
Title to Assets. The Company has good and marketable title to, or a valid license or leasehold interest in, all of its
Assets which are material to the business and operations of the Company as presently conducted, free and clear of all Encumbrances
or restrictions on the transfer or use of same, other than restrictions on transfer or use arising under a license or Lease with
respect to such Assets that, individually or in the aggregate, would not have, or be reasonably expected to, materially interfere
with the purposes for which they are currently used and for the purposes for which they are proposed to be used. Except as would
not have a Material Adverse Effect, the Company’s Assets are in good operating condition and repair, ordinary wear and tear
excepted, and are free of any latent or patent defects which might impair their usefulness, and are suitable for the purposes
for which they are currently used and for the purposes for which they are proposed to be used.


 


6.12
Real Estate.


 


(a)
Real Property Ownership. The Company does not own any Real Property.


 




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(b)
Real Property Leases. Except pursuant to the Leases described in the SEC Documents (the “Company Leases”),
the Company does not lease any Real Property. With respect to each of the Company Leases, except as set forth on Schedule 6.12,
(i) the Company has been in peaceful possession of the property leased thereunder and neither the Company nor, to the Company’s
knowledge, the landlord is in default thereunder; (ii) no waiver, indulgence or postponement of any of the Obligations thereunder
has been granted by the Company or landlord thereunder; and (iii) there exists no event, occurrence, condition or act known to
the Company which, upon notice or lapse of time or both, would be or could become a default thereunder or which could result in
the termination of the Company Leases, or any of them, or have a Material Adverse Effect on the business of the Company, its Assets
or its operations or financial results. The Company has not violated nor breached any provision of any such Company Leases, and
all Obligations required to be performed by the Company under any of such Company Leases have been fully, timely and properly
performed. If requested by any of the Buyers, the Company has delivered to such Buyers true, correct and complete copies of all
Company Leases, including all modifications and amendments thereto, whether in writing or otherwise. The Company has not received
any written or oral notice to the effect that any of the Company Leases will not be renewed at the termination of the term of
such Company Leases, or that any of such Company Leases will be renewed only at higher rents.


 


6.13
Material Contracts. An accurate, current and complete copy of each of the Material Contracts has been furnished to Buyers
and/or is readily available as part of the SEC Documents, and each of the Material Contracts constitutes the entire agreement
of the respective parties thereto relating to the subject matter thereof. Each of the Material Contracts is in full force and
effect and is a valid and binding Obligation of the parties thereto in accordance with the terms and conditions thereof. To the
knowledge of the Company and its officers, all Obligations required to be performed under the terms of each of the Material Contracts
by any party thereto have been fully performed by all parties thereto, and no party to any Material Contracts is in default with
respect to any term or condition thereof, nor has any event occurred which, through the passage of time or the giving of notice,
or both, would constitute a default thereunder or would cause the acceleration or modification of any Obligation of any party
thereto or the creation of any Encumbrance upon any of the Assets of the Company. Further, the Company has received no notice,
nor does the Company have any knowledge, of any pending or contemplated termination of any of the Material Contracts and, no such
termination is proposed or has been threatened, whether in writing or orally.


 


6.14
Compliance with Laws. Except as would not have a Material Adverse Effect, the Company is and at all times has been in material
compliance with all Laws. The Company has not received any notice that it is in violation of, has violated, or is under investigation
with respect to, or has been threatened to be charged with, any violation of any Law.


 


6.15
Intellectual Property. The Company owns or possesses adequate and legally enforceable rights or licenses to use all trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, governmental authorizations, trade secrets and all other intellectual property rights necessary to conduct its business
as now conducted. The Company does not have any knowledge of any infringement by the Company of trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret
or other intellectual property rights of others, and, to the knowledge of the Company, there is no Claim 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
intellectual property infringement; and the Company is unaware of any facts or circumstances which might give rise to any of the
foregoing.


 




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6.16
Labor and Employment Matters. The Company is not involved in any labor dispute or, to the knowledge of the Company, is
any such dispute threatened. To the knowledge of the Company and its officers, none of the Company’s employees is a member
of a union and the Company believes that its relations with its employees are good. To the knowledge of the Company and its officers,
the Company has complied in all material respects with all Laws relating to employment matters, civil rights and equal employment
opportunities.


 


6.17
Employee Benefit Plans. The Company is in compliance in all material respects with all presently applicable provisions
of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder
(“ERISA”); no “reportable event” (as defined in ERISA) has occurred with respect to any “pension
plan” (as defined in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect
to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”
or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations
thereunder (the “Code”); and each “pension plan” for which the Company would have any liability
that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would cause the loss of such qualification. To the Company’s knowledge, the
Company has promptly paid and discharged all Obligations arising under ERISA of a character which if unpaid or unperformed might
result in the imposition of an Encumbrance against any of its Assets or otherwise have a Material Adverse Effect.


 


6.18
Tax Matters. The Company has made and timely filed all Tax Returns required by any jurisdiction to which it is subject,
and each such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and accurate
in all respects. Except 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, the Company has timely paid all Taxes shown or determined to be due on such Tax
Returns, except those being contested in good faith, and the Company has set aside on its books provision reasonably adequate
for the payment of all Taxes for periods subsequent to the periods to which such Tax Returns apply. There are no unpaid Taxes
in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of
no basis for any such claim. The Company has withheld and paid all Taxes to the appropriate Governmental Authority required to
have been withheld and paid in connection with amounts paid or owing to any Person. There is no Proceeding or Claim for refund
now in progress, pending or, to the Company’s knowledge, threatened against or with respect to the Company regarding Taxes.


 


6.19
Insurance. The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by
reputable insurers of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks
normally insured against by other corporations or entities in the same or similar lines of businesses as the Company is engaged
and in coverage amounts which are prudent and typically and reasonably carried by such other corporations or entities (the “Insurance
Policies”). Such Insurance Policies are in full force and effect, and all premiums due thereon have been paid. None
of the Insurance Policies will lapse or terminate as a result of the transactions contemplated by this Agreement. The Company
has complied with the provisions of such Insurance Policies. The Company has not been refused any insurance coverage sought or
applied for and the Company does not have any reason to believe that it will not be able to renew its existing Insurance Policies
as and when such Insurance Policies expire 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.


 




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6.20
Permits. The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice
of, or is otherwise involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits
are valid and in full force and effect and the Company is in material compliance with the respective requirements of all such
Permits.


 


6.21
Business Location. The Company has no office or place of business other than as identified in the SEC Documents and the
Company’s principal executive offices are located in San Diego, California. All books and records of the Company and other
material Assets of the Company are held or located at the offices and places of business identified in the SEC Documents.


 


6.22
Environmental Laws. The Company is and has at all times been in compliance in all material respects with any and all applicable
Environmental Requirements, and there are no pending Claims against the Company relating to any Environmental Requirements, nor
to the best knowledge of the Company, is there any basis for any such Claims.


 


6.23
Illegal Payments. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the
Company has, in the course of his actions for, or on behalf of, the Company: (i) used any corporate funds for any unlawful contribution,
gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment
to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision
of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any bribe, rebate, payoff, influence payment, kickback
or other unlawful payment to any foreign or domestic government official or employee.


 


6.24
Related Party Transactions. Except as disclosed in the SEC Documents, and except for arm’s length transactions pursuant
to which the Company makes payments in the Ordinary Course of Business upon terms no less favorable than the Company could obtain
from third parties, none of the officers, directors or employees of the Company, nor any stockholders who own, legally or beneficially,
five percent (5%) or more of the issued and outstanding shares of any class of the Company’s capital stock (each a “Material
Shareholder”), is presently a party to any transaction with the Company (other than for services as employees, officers
and directors), including any Contract providing for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from, any officer, director or such employee or Material Shareholder
or, to the best knowledge of the Company, any other Person in which any officer, director, or any such employee or Material Shareholder
has a substantial or material interest in or of which any officer, director or employee of the Company or Material Shareholder
is an officer, director, trustee or partner. There are no Claims or disputes of any nature or kind between the Company and any
officer, director or employee of the Company or any Material Shareholder, or, to the Company’s knowledge, between any of
them, relating to the Company and its business.


 




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6.25
Internal Accounting Controls. Except as set forth in the SEC Documents, the Company and each of its subsidiaries maintain
a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance
with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to Assets is permitted only
in accordance with management’s general or specific authorization; and (iv) the recorded accountability for Assets is compared
with the existing Assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


6.26
Acknowledgment Regarding Buyers’ Purchase of the Shares. The Company acknowledges and agrees that each Buyer is acting
solely in the capacity of an arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby.
The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by any Buyer or any of
its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental
to such Buyer’s purchase of the Shares. The Company further represents to each Buyer that the Company’s decision to
enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives.


 


6.27
Listing and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12 of the Exchange
Act, and the Company has taken no action designed to, or which to the best of its knowledge is likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the SEC is contemplating
terminating such registration.


 


6.28
Brokerage Fees. Except for the Placement Agent, there is no Person acting on behalf of the Company who is entitled to or
has any claim for any financial advisory, brokerage or finder’s fee or commission in connection with the execution of this
Agreement or the consummation of the transactions contemplated hereby. The Company has agreed to pay the Placement Agent a cash
amount equal to 6% of the gross proceeds from the sale of the Shares.


 


6.29
Filing and Effectiveness of Registration Statement. The Company meets the requirements for the use of Form S-3 and the
Registration Statement, including the Base Prospectus, and such amendments thereto as may have been required to the date of this
Agreement, has been prepared by the Company under the provisions of the Securities Act and the rules and regulations (collectively
referred to as the “Rules and Regulations”) of the Commission thereunder, has been filed with the Commission,
and has been declared effective by the Commission, and the Offering of the Shares complies with Rule 415 under the Securities
Act. The Prospectus Supplement to the Base Prospectus relating to the Shares and the Offering thereof will be filed promptly by
the Company with the Commission in accordance with Rule 424(b) of the Rules and Regulations.


 




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6.30
Compliance with Securities Act Requirements. (i) (A) At the time the Registration Statement initially became effective
(the “Effective Date”), (B) at the time of each amendment thereto for the purposes of complying with Section
10(a)(3) of the Securities Act (whether by post-effective amendment, incorporated report or form of prospectus) and (C) on the
Closing Date, the Registration Statement conformed and will conform in all material respects to the requirements of the Securities
Act and the Rules and Regulations and did not and will not include any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading; and (ii) (A) on the date
hereof, (B) at the time of filing the Base Prospectus and the Prospectus Supplement and (C) on the Closing Date, the Prospectus
will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations, and will not include
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements
in or omissions from any such document based upon written information furnished to the Company by the Placement Agent, if any,
specifically for use therein.


 


6.31
Documents Incorporated by Reference. The documents that are incorporated by reference in the Base Prospectus and the Prospectus
Supplement or from which information is so incorporated by reference, when they became or become effective or were or are filed
with the Commission, as the case may be, complied or will comply in all material respects with the requirements of the Securities
Act or the Exchange Act, as applicable, and the Rules and Regulations; and any documents so filed and incorporated by reference
subsequent to the Effective Date shall, when they are filed with the Commission, comply in all material respects with the requirements
of the Securities Act or the Exchange Act, as applicable, and the Rules and Regulations.


 


ARTICLE
VII


COVENANTS


 


7.1
Filing of Prospectuses. The Company has filed or will file the Prospectus pursuant to and in accordance with Rule 424(b)
not later than the third business day following the earlier of the date it is first used or the date of this Agreement.


 


7.2
Continued Compliance with Securities Laws. If, at any time when a prospectus relating to the Shares is (or but for the
exemption in Rule 172 under the Act would be) required to be delivered under the Securities Act in connection with sales by the
Company to any Buyers (the “Prospectus Delivery Period”), any event occurs as a result of which the Prospectus
as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary
at any time to amend the Registration Statement or supplement the Prospectus to comply with the Securities Act, the Company will
promptly notify the Placement Agent of such event and will promptly prepare and file with the Commission and furnish, at its own
expense, to the Placement Agent an amendment or supplement which will correct such statement or omission or an amendment which
will effect such compliance. During the Prospectus Delivery Period, the Company will file all documents required to be filed with
the Commission pursuant to Sections 13, 14 or 15 of the Exchange Act in the manner and within the time periods required by the
Exchange Act.


 




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7.3
Furnishing of Prospectuses. The Company will furnish to the Placement Agent copies of the Registration Statement, including
all exhibits, the Base Prospectus and Prospectus Supplement relating to the Shares, in each case as soon as available and in such
quantities as the Placement Agent reasonably request.


 


7.4
Use of Proceeds. The Company will use the net proceeds received in connection with the Offering of the Shares in the manner
described in the “Use of Proceeds” section of the Prospectus.


 


7.5
Absence of Manipulation. The Company will not take, directly or indirectly, any action designed to or that would constitute
or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the
Company to facilitate the sale or resale of the Shares.


 


7.6
Compliance with Sarbanes-Oxley Act. The Company will comply in all material respects with all applicable securities and
other laws, rules and regulations, including, without limitation, the Sarbanes-Oxley Act.


 


ARTICLE
VIII


CONDITIONS
PRECEDENT TO THE COMPANY’S OBLIGATIONS TO SELL


 


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


 


8.1
The Buyer shall have executed and delivered this Agreement to the Company.


 


8.2
The Buyer shall have paid the Purchase Price to the Company.


 


8.3
The Buyer’s representations and warranties shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date),
and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the applicable Closing Date.


 


8.4
The Company shall have obtained all governmental, regulatory or third party consents and approvals necessary for the sale of the
Shares.


 




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8.5
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by this Agreement.


 


8.6
Since the date of execution of this Agreement, no event or series of events shall have occurred that resulted, or could reasonably
be expected to result, in a Material Adverse Effect.


 


8.7
Trading in the Common Stock shall not have been suspended by the SEC or any Principal Trading Market (except for any suspensions
of trading of not more than one trading day solely to permit dissemination of material information regarding the Company) at any
time since the date of execution of this Agreement.


 


ARTICLE
IX


CONDITIONS
PRECEDENT TO A BUYER’S OBLIGATIONS TO PURCHASE


 


The
obligation of a Buyer hereunder to purchase the Shares at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions (in addition to any other conditions precedent elsewhere in this Agreement), provided
that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:


 


9.1
The Company shall have executed and delivered this Agreement to the Placement Agent.


 


9.2
The Company shall have delivered to Buyer the number of Shares that such Buyer is purchasing.


 


9.3
The representations and warranties of the Company and each of the Operating Subs shall be true and correct in all material respects
(except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above,
in which case, such representations and warranties shall be true and correct in all respects without further qualification) as
of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak
as of a specific date) and the Company and each of the Operating Subs shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with
by the Company and the Operating Subs at or prior to the Closing Date. The Placement Agent shall have received a certificate,
executed by the Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing
effect.


 


9.4
The Company shall have delivered to the Placement Agent a certificate evidencing the formation and good standing of the Company
and each Operating Sub in its jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction
of formation as of a date within ten (10) days of the Closing Date.


 


9.5
The Company shall have delivered to the Placement Agent a certificate or other reasonably acceptable evidence evidencing the Company’s
qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction
in which the Company conducts business and is required to so qualify, as of a date within twenty (20) days of the Closing Date.


 




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9.6
The Company shall have delivered to the Placement Agent a certificate, in the form acceptable to the Placement Agent, executed
by the Secretary of the Company dated as of the Closing Date, as to (i) the resolutions consistent with Section 6.3 as adopted
by the Company’s board of directors, and (ii) the Certificate of Incorporation and the Bylaws of the Company, each in effect
at the Closing.


 


9.7
The Company shall have delivered to the Placement Agent an opinion of counsel to the Company, as of the Closing Date, in a form
satisfactory to the Placement Agent and its counsel.


 


9.8
No event shall have occurred which could reasonably be expected to have a Material Adverse Effect.


 


ARTICLE
X


MATTERS
RELATING TO THE BUYERS


 


10.1
Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under this Agreement are several
and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the
obligations of any other Buyer under this Agreement. The decision of each Buyer to purchase the Shares pursuant to this Agreement
has been made by each such Buyer independently of any other Buyer and independently of any information, materials, statements
or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial
or otherwise) or prospects of the Company or of its subsidiaries, if any, which may have been made or given by any other Buyer
or any of their respective officers, directors, principals, employees, agents, counsel or representatives (collectively, including
the Buyer in question, the “Buyer Representatives”). No Buyer Representative shall have any liability to any
other Buyer or the Company relating to or arising from any such information, materials, statements or opinions, if any. Each Buyer
acknowledges that no other Buyer has acted as agent for such Buyer in connection with making its investment hereunder and that
no Buyer will be acting as agent of such other Buyer in connection with monitoring its investment in the Shares or enforcing its
rights under this Agreement. Each Buyer shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Buyer to be joined as an additional
party in any Proceeding for such purpose. The Company and each of the Buyers acknowledge that, for reasons of administrative convenience
the Company has elected to provide each of the Buyers with the same Agreement for the purpose of closing a transaction with multiple
Buyers and not because it was required or requested to do so by any Buyer. In furtherance of the foregoing, and not in limitation
thereof, the Company and the Buyers acknowledge that nothing contained in this Agreement, and no action taken by any Buyer pursuant
thereto, shall be deemed to constitute any two or more Buyers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Agreement.


 




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10.2
Equal Treatment of Buyers. No consideration shall be offered or paid to any Buyer to amend or consent to a waiver or modification
of any provision of any of this Agreement, unless the same consideration is also offered to all of the other Buyers parties to
this Agreement.


 


ARTICLE
XI


TERMINATION


 


11.1
Termination. This Agreement may be terminated prior to Closing (i) by written agreement of a Buyer (as to itself but no
other Buyer) and the Company or (ii) by either the Company or a Buyer (as to itself but no other Buyer) upon written notice to
the other, if the Closing shall not have taken place by March 31, 2017; provided, that the right to terminate this Agreement under
this Section 11.1 shall not be available to any party whose failure to comply with its obligations under this Agreement
has been the cause of or resulted in the failure of the Closing to occur on or before such time.


 


11.2
Consequences of Termination. No termination of this Agreement shall release any party from any liability for breach by
such party of the terms and provisions of this Agreement.


 


ARTICLE
XII


MISCELLANEOUS


 


12.1
Notices. All notices of request, demand and other communications hereunder shall be addressed to the parties as follows:


 


	If
    to the Company:	Imprimis
    Pharmaceuticals, Inc.
	 	12264
    El Camino Real, Suite 350
	 	San
    Diego, California 92130
	 	Attention:
    Mark L. Baum
	 	Email:
    mark@imprimispharma.com
	 	Facsimile:
    (858) 345-1743
	 	 
	With
    a copy to:	Golenbock
    Eiseman Assor Bell & Peskoe LLP
	 	711
    Third Avenue
	 	New
    York, New York 10017
	 	Attention:
    Andrew D. Hudders
	 	Email:
    ahudders@golenbock.com
	 	Facsimile:
    (212) 818-8881
	 	 
	If to the Buyers:	To
    each Buyer based on the information set forth in the Schedule of Buyers attached hereto


 


unless
the address is changed by the party by like notice given to the other parties. Notice shall be in writing and shall be deemed
delivered: (i) if mailed by certified mail, return receipt requested, postage prepaid and properly addressed to the address below,
then three (3) business days after deposit of same in a regularly maintained U.S. Mail receptacle; or (ii) if mailed by Federal
Express, UPS or other nationally recognized overnight courier service, next business morning delivery, then one (1) business day
after deposit of same in a regularly maintained receptacle of such overnight courier; or (iii) if hand delivered, then upon hand
delivery thereof to the address indicated on or prior to 5:00 p.m., New York time, on a business day. Any notice hand delivered
after 5:00 p.m., New York time, shall be deemed delivered on the following business day. Notwithstanding the foregoing, notice,
consents, waivers or other communications referred to in this Agreement may be sent by facsimile, e-mail, or other method of delivery,
but shall be deemed to have been delivered only when the sending party has confirmed (by reply e-mail or some other form of written
confirmation from the receiving party) that the notice has been received by the other party.


 




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12.2
Entire Agreement. This Agreement, including the Schedules attached hereto and the documents delivered pursuant hereto set
forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject
matter hereof and thereof, and supersede all prior and contemporaneous agreements, understandings, inducements or conditions,
expressed or implied, oral or written, except as contained herein; provided, however, except as explicitly stated herein, nothing
contained in this Agreement shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with,
or any instruments any Buyer has received from, the Company prior to the date hereof with respect to any prior investment made
by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company, or any rights
of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company
and any Buyer, or any instruments any Buyer received from the Company prior to the date hereof, and all such agreements and instruments
shall continue in full force and effect..


 


12.3
Successors and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned,
transferred, delegated or sublicensed by the Company without the prior written consent of each Buyer. Subject to the foregoing
and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.


 


12.4
Binding Effect. This Agreement shall be binding upon the parties hereto, their respective successors and permitted assigns.


 


12.5
Amendment. Except as specifically set forth herein, neither the Company nor any Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No
provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Buyers.
Any amendment to any provision of this Agreement made in conformity with the provisions of this Section 12.5 shall be binding
on all Buyers, provided that no such amendment shall be effective to the extent that it imposes any obligation or liability on
any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion).
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided
that the Required Buyers may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in
conformity with the provisions of this Section 12.5 shall be binding on all Buyers, provided that no such waiver shall be effective
to the extent that it imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which
may be granted or withheld in such Buyer’s sole discretion). No consideration shall be offered or paid to any Person to
amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement. The Company has not, directly or indirectly, made any agreements with any Buyers relating
to the terms or conditions of the transactions contemplated by this Agreement except as set forth in this Agreement. Without limiting
the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or
has any other obligation to provide any financing to the Company or otherwise. As a material inducement for each Buyer to enter
into this Agreement, the Company expressly acknowledges and agrees that no due diligence or other investigation or inquiry conducted
by a Buyer, any Buyer Representative shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner
or be an exception to any of, the Company’s representations and warranties contained in this Agreement. “Required
Buyers” means Buyers holding a majority of the Shares sold pursuant to this Agreement.


 




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12.6
Gender and Use of Singular and Plural. All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular
or plural, as the identity of the party or parties or their personal representatives, successors and assigns may require.


 


12.7
Execution. This Agreement may be executed in one or more counterparts, all of which taken together shall be deemed and
considered one and the same Agreement, and same shall become effective when counterparts have been signed by each party and each
party has delivered its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”)
or other reproduction of this Agreement may be executed by one or more parties hereto and delivered by such party by electronic
signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission
device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered
valid, binding and effective for all purposes.


 


12.8
Headings. The article and section headings contained in this Agreement are inserted for convenience only and shall not
affect in any way the meaning or interpretation of the Agreement.


 


12.9
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and Federal courts sitting
in the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and Federal courts
sitting in the State of New York, for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. Each party hereby irrevocably waives any right
it may have, and agrees not to request, a jury trial for the adjudication of any dispute hereunder or in connection with or arising
out of this Agreement or any transaction contemplated hereby. If either party shall commence an action or proceeding to enforce
any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed by the other party
for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 




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12.10
Further Assurances. The parties hereto will execute and deliver such further instruments and do such further acts and things
as may be reasonably required to carry out the intent and purposes of this Agreement.


 


12.11
Survival. The representations and warranties contained herein shall survive the Closing. Each Buyer shall be responsible
only for its own representations, warranties and covenants hereunder.


 


12.12
Joint Preparation. The preparation of this Agreement has been a joint effort of the parties and the resulting documents
shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.


 


12.13
Severability. If any one of the provisions contained in this Agreement, for any reason, shall be held invalid, illegal
or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall remain in full force and effect and be construed as if the invalid, illegal or unenforceable
provision had never been contained herein.


 


12.14
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.


 


12.15
WAIVER OF JURY TRIAL. THE BUYERS AND THE COMPANY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL,
EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING
BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BUYERS AND THE COMPANY
ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BUYERS TO PURCHASE THE SHARES.


 


[SIGNATURES
ON THE FOLLOWING PAGE]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year set forth above.


 


	 	“COMPANY”
	 	IMPRIMIS PHARMACEUTICALS, INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	/s/ Mark L. Baum
	 	 	Mark L. Baum,
	 	 	Chief Executive
    Officer
	 	 	 
	 	BUYERS:
	 	See Signature pages for each Buyer attached


 


 


Company Signature Page to Securities Purchase Agreement


 




    	 



    


    

 


SCHEDULE
OF BUYERS


 


	Buyer	 	Purchase
    Price ($)	 	Number
    of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	TOTAL