Exhibit
10.1


 


COMMON
STOCK PURCHASE AGREEMENT


 


COMMON
STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of March 29, 2019 by and between ONCOSEC MEDICAL
INCORPORATED, a Nevada corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited
liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined
in Section 10 hereof.


 


WHEREAS:


 


Subject
to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy
from the Company, up to Twenty Million Dollars ($20,000,000) of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”). The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase
Shares.”


 


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


 


	 	1.	PURCHASE
    OF COMMON STOCK.


 


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





(a)
Initial Purchase; Commencement of Purchases of Common Stock. Immediately upon Commencement, the Buyer shall purchase from
the Company 4,006,731 Purchase Shares and upon receipt of such Purchase Shares shall pay to the Company as the purchase
price therefor, via wire transfer, Two Million Dollars ($2,000,000) (such purchase the “Initial Purchase” and
such Purchase Shares are referred to herein as “Initial Purchase Shares”). Upon issuance and payment therefor
as provided herein, such Initial Purchase Shares shall be validly issued and fully paid and non-assessable. Thereafter, the purchase
and sale of Purchase Shares hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms
and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”) as set
forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).


 


(b)
The Company’s Right to Require Regular Purchases. Subject to the terms and conditions of this Agreement, on any given
Business Day after the Commencement Date, the Company shall have the right but not the obligation to direct the Buyer by its delivery
to the Buyer of a Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the number of Purchase
Shares specified in such notice, up to 300,000 Purchase Shares, on such Business Day (as long as such notice is delivered on or
before 5:00 p.m. Eastern time on such Business Day) (each such purchase, a “Regular Purchase”) at the Purchase
Price on the Purchase Date; however, in no event shall the Purchase Amount of a Regular Purchase exceed Five Hundred Thousand
Dollars ($500,000) per Business Day, unless the Buyer and the Company mutually agree. The Company and the Buyer may mutually agree
to increase the number of Purchase Shares that may be sold per Regular Purchase to as much as an additional 2,000,000 Purchase
Shares per Business Day. The Company may deliver additional Purchase Notices to the Buyer from time to time so long as the most
recent purchase has been completed. The share amounts in this Section 1(b) shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.


 




    	 	 	 



     

    

 


(c)
VWAP Purchases. Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described
in Section 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00
p.m. Eastern time on the Business Day immediately preceding the VWAP Purchase Date), the Company shall also have the right but
not the obligation to direct the Buyer by the Company’s delivery to the Buyer of a VWAP Purchase Notice from time to time,
and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common
Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (each such purchase, a
“VWAP Purchase”) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on
or before 5:00 p.m. Eastern time on a date on which the Company also submitted a Purchase Notice for a Regular Purchase of at
least 300,000 Purchase Shares to the Buyer. The share amount in the prior sentence shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction. A VWAP Purchase shall automatically
be deemed completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in
such circumstance, the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate
shares traded on the Principal Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below
the VWAP Minimum Price Threshold and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock
sold during such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold.
Each VWAP Purchase Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the
Buyer an amount of Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number
of Purchase Shares that the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the
Buyer, pursuant to any VWAP Purchase, purchase a number of Purchase Shares that exceeds the VWAP Purchase Share Estimate issued
on the VWAP Purchase Date in connection with such VWAP Purchase Notice; however, the Buyer will immediately return to the Company
any amount of Common Stock issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Purchase Shares the
Buyer actually purchases in connection with such VWAP Purchase. Upon completion of each VWAP Purchase Date, the Buyer shall submit
to the Company a confirmation of the VWAP Purchase in form and substance reasonably acceptable to the Company. The Company may
deliver additional VWAP Purchase Notices to the Buyer from time to time so long as the most recent purchase has been completed.


 


(d)
Payment for Purchase Shares. For each Regular Purchase, the Buyer shall pay to the Company an amount equal to the Purchase
Amount as full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that
the Buyer receives such Purchase Shares. For each VWAP Purchase, the Buyer shall pay to the Company an amount equal to the VWAP
Purchase Amount as full payment for such Purchase Shares via wire transfer of immediately available funds on the second Business
Day following the VWAP Purchase Date. All payments made under this Agreement shall be made in lawful money of the United States
of America via 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.


 




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(e)
Purchase Price Floor. The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where
the Closing Sale Price is less than the Floor Price. “Floor Price” means $0.25 per share of Common Stock, which
shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split
or other similar transaction.


 


(f)
Records of Purchases. The Buyer and the Company shall each maintain records showing the remaining Available Amount at any
given time and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory to the
Buyer and the Company to reconcile the remaining Available Amount.


 


(g)
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 Buyer made under this Agreement.


 


(h)
Compliance with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, and in addition to
the limitations set forth in Section 1(e), the total number of shares of Common Stock that may be issued under this Agreement,
including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited to 12,961,753 shares of Common Stock
(the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Common Stock as of the
date hereof, unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap shall be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction. The
foregoing limitation shall not apply if stockholder approval has not been obtained and at any time the Exchange Cap is reached
and at all times thereafter the average price paid for all shares of Common Stock issued under this Agreement is equal to or greater
than $0.49916 (the “Minimum Price”), a price equal to the lower of (1) the Closing Sale Price immediately
preceding the execution of this Agreement or (2) the arithmetic average of the five (5) Closing Sale Prices for the Common Stock
immediately preceding the execution of this Agreement (in such circumstance, for purposes of the Principal Market, the transaction
contemplated hereby would not be “below market” and the Exchange Cap would not apply). The Minimum Price shall be
appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other
similar transaction. Notwithstanding the foregoing, the Company shall not be required or permitted to issue, and the Buyer shall
not be required to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company’s
obligations under the rules or regulations of the Principal Market. The Company may, in its sole discretion, determine whether
to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock hereunder if such issuance
would require stockholder approval under the rules or regulations of the Principal Market.


 


(i)
Beneficial Ownership Limitation. The Company shall not issue, and the Buyer shall not purchase any shares of Common Stock
under this Agreement, if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then
owned beneficially (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”) and Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates would result in the beneficial ownership
by the Buyer and its affiliates of more than 19.99% of the then issued and outstanding shares of Common Stock.


 




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	 	2.	BUYER’S
    REPRESENTATIONS AND WARRANTIES.


 


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


 


(a)
Investment Purpose. The Buyer is entering into this Agreement and acquiring the Commitment Shares and the Purchase Shares
(the Purchase Shares and the Commitment Shares are collectively referred to herein as the “Securities”), 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; provided however, by making the representations herein, the Buyer does not agree to hold any of the Securities for any
minimum or other specific term.


 


(b)
Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3)
of Regulation D of the 1933 Act.


 


(c)
[Intentionally Omitted.]


 


(d)
Information. The Buyer has been furnished with all materials relating to the business, finances and operations of the Company
and materials relating to the offer and sale of the Securities that have been reasonably requested by the Buyer, including, without
limitation, the SEC Documents (as defined in Section 3(f) hereof). The Buyer understands that its investment in the Securities
involves a high degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities including a
total loss, (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 other matters related to an
investment in the Securities. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its
representatives shall modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties
contained in Section 3 below. 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 Securities.


 


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


 


(f)
[Intentionally Omitted.]


 


(g)
Organization. The Buyer is a limited liability company duly organized and validly existing in good standing under the laws
of the jurisdiction in which it is organized, and has the requisite organizational power and authority to own its properties and
to carry on its business as now being conducted.


 


(h)
Validity; 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 against the Buyer in accordance with its terms, subject as to enforceability
to (i) 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 and (ii)
public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with
regards to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in
Section 3(b) hereof) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict
with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent
or authorization by the Buyer, its managers or its members.


 




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(i)
Residency. The Buyer is a resident of the State of Illinois.


 


(j)
No Prior Short Selling. The Buyer represents and warrants to the Company that at no time prior to the date of this Agreement
has any of the Buyer, 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 Section 242.200 of Regulation SHO of the 1934 Act) of
the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 


	 	3.	REPRESENTATIONS
    AND WARRANTIES OF THE COMPANY.


 


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


 


(a)
Organization and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means
any entity in which the Company, directly or indirectly, owns more than 50% of the voting stock or capital stock or other similar
equity interests) are corporations or limited liability companies duly organized and validly existing in good standing under the
laws of the jurisdiction in which they are incorporated or organized, and have the requisite corporate or organizational power
and authority to own their properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries
is duly qualified as a foreign corporation or limited liability company to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing could not reasonably be expected to have a Material Adverse
Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on any of: (i) the
business, properties, assets, operations, results of operations or financial condition of the Company and its Subsidiaries, if
any, taken as a whole, or (ii) the authority or ability of the Company to perform its obligations under the Transaction Documents.
The Company has no material Subsidiaries except as set forth on Schedule 3(a).


 


(b)
Authorization; Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement, the Registration Rights Agreement and each of the other agreements entered into
by the parties on the Commencement Date and attached hereto as exhibits to this Agreement (collectively, the “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 Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares
issuable under this Agreement, have been duly authorized by the Company’s Board of Directors or duly authorized committee
thereof, do not conflict with the Company’s Certificate of Incorporation or Bylaws (as defined below), and do not require
further consent or authorization by the Company, its Board of Directors, except as set forth in this Agreement, or its stockholders
(other than as contemplated by Section 1(h) hereof), (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 (y) 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 and (z) public policy underlying any law, rule or regulation
(including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation.
The Board of Directors of the Company or duly authorized committee thereof has approved the resolutions (the “Signing
Resolutions”) 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 material respect. The Company has delivered to the
Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors of the Company or an appropriate
Board committee.


 




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(c)
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 160,000,000 shares of Common
Stock, par value $0.0001, of which as of the date hereof, 64,808,769 shares are issued and outstanding, zero shares are held as
treasury shares, 11,644,677 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of
which approximately 1.4 million shares remain available for future option grants or stock awards, and 8,928,905 shares are issuable
and reserved for issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s
stock incentive plans) exercisable or exchangeable for, or convertible into, shares of Common Stock. All of such outstanding shares
have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except as disclosed in Schedule 3(c),
(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 of the Company or any of its
Subsidiaries, (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 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, (iv) there are no material 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 1933 Act (except the Registration
Rights Agreement), (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain
any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (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 or made available to the Buyer 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. The Commitment Shares and the Initial Purchase Shares have been duly authorized and, upon issuance
in accordance with the terms hereof, the Commitment Shares and the Initial Purchase Shares shall be (i) validly issued, fully
paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof. Upon issuance and
payment therefore in accordance with the terms and conditions of this Agreement, the Purchase Shares shall be validly issued,
fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock.


 




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(e)
No Conflicts. Except as disclosed in Schedule 3(e), 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) will not (i) result in a violation of the Certificate of Incorporation,
any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company 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 or any of its Subsidiaries is a party, or result, to the Company’s knowledge, 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 any of its Subsidiaries) or by which any property or asset of
the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Material
Adverse Effect. Except as disclosed in Schedule 3(e), neither the Company nor its Subsidiaries is in violation of any term of
or in default under its Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding
series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed
in Schedule 3(e), neither the Company nor any of its Subsidiaries is 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 or its Subsidiaries, except for possible violations, defaults, terminations or amendments that would
not reasonably be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries 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 Agreement, reporting obligations under the 1934 Act, or as required
under the 1933 Act or applicable state securities laws or the filing of a Listing of Additional Shares Notification Form with
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 disclosed in Schedule 3(e) and for reporting obligations under the 1934 Act, 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. Except as disclosed in Schedule 3(e), the Company is not subject to any notices or actions
from or to the Principal Market other than routine matters incident to listing on the Principal Market and not involving a violation
of the rules of the Principal Market. Except as disclosed in Schedule 3(e), to the Company’s knowledge, the Principal Market
has not commenced any delisting proceedings against the Company.


 




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(f)
SEC Documents; Financial Statements. Except as disclosed in Schedule 3(f), since October 31, 2017, the Company has filed
all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date hereof 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”). As of their respective dates (except as they have been correctly amended), the SEC Documents complied in
all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable
to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly
amended), 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.
As of their respective dates (except as they have been properly amended), the financial statements of the Company included in
the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules
and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes
or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as
of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). Except as disclosed in Schedule 3(f) or routine correspondence, such as comment
letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly
available on EDGAR, to the Company’s knowledge, the Company or any of its Subsidiaries are not on the date hereof the subject
of any inquiry, investigation or action by the SEC.


 


(g)
Absence of Certain Changes. Except as disclosed in Schedule 3(g), since October 31, 2018, there has been no material adverse
change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries
taken as a whole. For purposes of this Agreement, neither a decrease in cash or cash equivalents or in the market price of the
Common Stock nor losses incurred in the ordinary course of the Company’s business shall be deemed or considered a material
adverse change. 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 or any of its Subsidiaries 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 Schedule 3(h), to the Company’s knowledge, 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 or any of its Subsidiaries, threatened against the Company, the Common Stock
or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or
directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect (each, an “Action”).
A description of each such Action, if any, is set forth in Schedule 3(h).


 


(i)
Acknowledgment Regarding Buyer’s Status. The Company acknowledges and agrees that the Buyer 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 Buyer 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 Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents
to the Buyer that the Company’s decision to enter into the Transaction Documents has been based solely on the independent
evaluation by the Company and its representatives and advisors.


 




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(j)
Intellectual Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess 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 other intellectual
property rights (collectively, “Intellectual Property”) necessary to conduct their respective businesses as
now conducted, except as set forth in Schedule 3(j) or to the extent that the failure to own, possess, license or otherwise hold
adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except
as disclosed in Schedule 3(j), to the Company’s knowledge, none of the Company’s active and registered Intellectual
Property have expired or terminated, or, by the terms and conditions thereof, will 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 and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others and, except
as set forth on Schedule 3(j), there is no claim, action or proceeding being made or brought against, or to the Company’s
knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which could reasonably be
expected to have a Material Adverse Effect.


 


(k)
Environmental Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in material compliance with
any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety
or the environment and with respect to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental
Laws”), (ii) have received all material permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (iii) are in material 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 or receive such approvals
could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(l)
Title. The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material
to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except
such as are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with
the use made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the
Company and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable
leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property
and buildings by the Company and its Subsidiaries.


 


(m)
Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses
in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, since January 1, 2017, neither the Company
nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary,
to the Company’s knowledge, will be unable to renew its existing insurance coverage as and when such coverage expires or
to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably
be expected to have a Material Adverse Effect.


 




    	 	-9-	 



     

    

 


(n)
Regulatory Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued
by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently
conducted, except when the failure to do so possess such certificates, authorizations or permits could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received
any written notice of proceedings relating to the revocation or modification of any such material certificate, authorization or
permit.


 


(o)
Tax Status. The Company and each of its Subsidiaries 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 and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid
and unreported taxes or filed valid extensions) 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 reserves reasonably adequate for the payment of all taxes for periods subsequent to the periods
to which such returns, reports or declarations apply. To the Company’s knowledge, there are no unpaid taxes in any material
amount claimed to be due by the taxing authority of any jurisdiction.


 


(p)
Transactions With Affiliates. Except as set forth on Schedule 3(p), and other than the grant or exercise of stock options
or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule
3(c), none of the officers, directors or employees of the Company is on the date hereof a party to any transaction with the Company
or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses incurred
on behalf of the Company), including any contract, agreement or other arrangement providing for the furnishing of services to
or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a material interest or is an officer, director, trustee or general partner.


 


(q)
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 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 Buyer as a result of the transactions
contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Buyer’s
ownership of the Securities.


 


(r)
Registration Statement. The Shelf Registration Statement (as defined in Section 4(a) hereof) has been declared effective
by the SEC, and no stop order has been issued or is pending or, to the knowledge of the Company, threatened by the SEC with respect
thereto. As of the date hereof, the Company has a dollar amount of securities registered and unsold under the Shelf Registration
Statement, which is not less than the sum of (i) the Available Amount and (ii) the market value of the Commitment Shares on the
date hereof.


 




    	 	-10-	 



     

    

 


	 	4.	COVENANTS.


 


(a)
Filing of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934
Act, file a Current Report on Form 8-K disclosing this Agreement and the transaction contemplated hereby. The Company shall file
within two (2) Business Days from the date hereof a prospectus supplement to the Company’s existing shelf registration statement
on Form S-3 (File No. 333-213036, the “Shelf Registration Statement”) covering the sale of the Commitment Shares
and Purchase Shares (the “Prospectus Supplement”) in accordance with the terms of the Registration Rights Agreement
between the Company and the Buyer, dated as of the date hereof (the “Registration Rights Agreement”). The Company
shall use its reasonable best efforts to keep the Shelf Registration Statement and any New Registration Statement (as defined
in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under the 1933 Act and available for sales of
all Securities to the Buyer until such time as (i) it no longer qualifies to make sales under the Shelf Registration Statement
(which shall be understood to include the inability of the Company to immediately register sales of Securities to the Buyer under
the Shelf Registration Statement or any New Registration Statement pursuant to General Instruction I.B.6 of Form S-3), (ii) the
date on which all the Securities have been sold under this Agreement and no Available Amount remains thereunder, or (iii) this
Agreement has been terminated. The Shelf Registration Statement (including any amendments or supplements thereto and prospectuses
or prospectus supplements, including the Prospectus Supplement, contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading.


 


(b)
Blue Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or
to qualify (i) the initial sale of the Securities to the Buyer under this Agreement and (ii) any subsequent sale of the Securities
by the Buyer, 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 Buyer from time to time, and shall provide evidence of any such action so taken to the
Buyer at its written request; provided, however, that the Company shall not be obligated to file any general consent to
service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so
subject.


 


(c)
Listing. The Company shall promptly secure the listing of all of the Securities upon each national securities exchange
and automated quotation system that requires an application by the Company for listing, if any, upon which shares of Common Stock
are then listed (subject to official notice of issuance) and shall maintain such listing, so long as any other shares of Common
Stock shall be so listed. The Company shall use its reasonable best efforts to maintain the Common Stock’s listing on the
Principal Market in accordance with the requirements of the Registration Rights Agreement. Neither the Company nor any of its
Subsidiaries shall take any action that would be reasonably expected to result in the delisting or suspension of the Common Stock
on the Principal Market, unless the Common Stock is immediately thereafter traded on the New York Stock Exchange, the NYSE American,
the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section.


 




    	 	-11-	 



     

    

 


(d)
Limitation on Short Sales and Hedging Transactions. The Buyer agrees that beginning on the date of this Agreement and ending
on the date of termination of this Agreement as provided in Section 11(k), the Buyer 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 Section 242.200 of Regulation SHO of the 1934 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 and Initial Purchase Shares. In connection with the Commencement, the Company shall issue
to the Buyer as consideration for the Buyer entering into this Agreement 1,202,019 shares of Common Stock (the “Commitment
Shares”) and, pursuant to Section 1(a), the Buyer shall purchase the Initial Purchase Shares. The Commitment Shares
and Initial Purchase Shares shall be issued without any restrictive legend whatsoever or prior sale requirement.


 


(f)
Due Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably request, to perform reasonable
due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and
its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable
request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request
made by the Buyer in connection with (i) the filing of the prospectus supplement described in Section 4(a) hereof and (ii) the
Commencement; provided, however, that at no time is the Company required to disclose material nonpublic information to the Buyer
or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause a waiver
of attorney-client privilege. Except as may be required by law, court order or governmental authority, 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
of such other party for any purpose other than in connection with, or in furtherance of, the transactions contemplated hereby;
provided, that to the extent such disclosure is required by law, court order or governmental authority, the receiving party shall
provide the disclosing party with reasonable prior written notice of such disclosure and make a reasonable effort to assist the
disclosing party in obtaining a protective order preventing or limiting the disclosure and/or requiring that the Confidential
Information so disclosed be used only for the purposes for which the law, court order or governmental authority requires. 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.


 


(g)
[Intentionally omitted.]


 


	 	5.	TRANSFER
    AGENT INSTRUCTIONS.


 


All
of the Purchase Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly
consents otherwise. The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent,
to issue Common Stock in the name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”).
The Company warrants to the Buyer that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this
Section 5, will be given by the Company to the Transfer Agent with respect to the Purchase Shares and that the Commitment Shares,
Initial Purchase Shares and the Purchase Shares shall otherwise be freely transferable on the books and records of the Company
as and to the extent provided in this Agreement and the Registration Rights Agreement.


 




    	 	-12-	 



     

    

 


	 	6.	CONDITIONS
    TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.


 


The
right of the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) is subject to
the satisfaction of each of the following conditions on or before the Commencement Date (the date that the Company may begin sales
of Purchase Shares (other than the Initial Purchase Shares)):


 


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


 


(b)
The representations and warranties of the Buyer shall be true and correct 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 in all material respects
as of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants
and agreements required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Commencement
Date; and


 


(c)
The Prospectus Supplement shall have been delivered to the Buyer and no stop order with respect to the registration statement
covering the sale of shares to the Buyer shall be pending or threatened by the SEC.


 


	 	7.	CONDITIONS
    TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SHARES OF COMMON STOCK.


 


The
obligation of the Buyer 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 before the Commencement Date (the date that the Company may begin sales
of Purchase Shares (other than the Initial Purchase Shares)) and once such conditions have been initially satisfied, there shall
not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


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


 


(b)
The Company shall have issued to the Buyer the Commitment Shares;


 


(c)
The Common Stock shall be authorized for quotation 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, other than a general halt in trading in the Common Stock by the
Principal Market under halt codes indicating pending or released material news, and the Securities shall be approved for listing
upon the Principal Market;


 


(d)
The Buyer shall have received the opinion of the Company’s legal counsel dated as of the Commencement Date in customary
form and substance;


 




    	 	-13-	 



     

    

 


(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 3 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date of this Agreement 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 in all material respects as of such specific date) and the Company shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Commencement Date. The Buyer 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 or a duly authorized committee thereof shall have adopted the Signing Resolutions which
shall be in full force and effect without any amendment or supplement thereto as of the Commencement Date;


 


(g)
[Intentionally Omitted.];


 


(h)
The Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been signed by the Company and the Buyer
and shall have been delivered to the Transfer Agent;


 


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


 


(j)
[Intentionally Omitted.];


 


(k)
The Company shall have delivered to the Buyer 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 Shelf Registration Statement shall have been declared effective under the 1933 Act by the SEC and no stop order with respect
thereto shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete
form of prospectus supplement, dated and current as of the Commencement Date, to be used in connection with any issuances of any
Commitment Shares, Initial Purchase Shares or any Purchase Shares to the Buyer, and to be filed by the Company within one (1)
Business Day after the Commencement Date pursuant to Rule 424(b). The Company shall have made all filings under all applicable
federal and state securities laws necessary to consummate the issuance of the Commitment Shares and the Purchase Shares pursuant
to this Agreement in compliance with such laws;


 


(m)
No Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event
of Default has occurred;


 


(n)
On or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested
by the Buyer, in order to render inapplicable any control share acquisition, business combination, stockholder rights plan or
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, that is or could become applicable to the Buyer as a result of
the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities
and the Buyer’s ownership of the Securities; and


 




    	 	-14-	 



     

    

 


(o)
The Company shall have provided the Buyer with the information reasonably requested by the Buyer in connection with its due diligence
requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(f) hereof.


 


	 	8.	INDEMNIFICATION.


 


In
consideration of the Buyer’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 Buyer and all of its affiliates, members, 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 third party
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 with respect to Indemnified
Liabilities which directly and primarily result from (A) a breach of any of the Buyer’s representations and warranties,
covenants or agreements contained in this Agreement, or (B) the gross negligence, bad faith or willful misconduct of the Buyer
or any other Indemnitee. 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.


 


	 	9.	EVENTS
    OF DEFAULT.


 


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


 


(a)
during any period in which the effectiveness of any registration statement is required to be maintained pursuant to the terms
of the Registration Rights Agreement, the effectiveness of such registration statement lapses for any reason (including, without
limitation, the issuance of a stop order) or is unavailable to the Company for the sale of all of the Registrable Securities (as
defined in the Registration Rights Agreement) to the Buyer in accordance with the terms of the Registration Rights Agreement,
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, which is not in connection with a post-effective amendment to any such registration
statement or the filing of a new registration statement; provided, however, that in connection with any post-effective amendment
to such registration statement or filing of a new registration statement that is required to be declared effective by the SEC,
such lapse or unavailability may continue for a period of no more than thirty (30) consecutive Business Days, which such period
shall be extended for an additional thirty (30) Business Days if the Company receives a comment letter from the SEC in connection
therewith;


 




    	 	-15-	 



     

    

 


(b)
the suspension from trading or failure of the Common Stock to be listed on a Principal Market for a period of three (3) consecutive
Business Days;


 


(c)
the delisting of the Common Stock from the Principal Market, and the Common Stock is not immediately thereafter trading on the
New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market;


 


(d)
the failure for any reason by the Transfer Agent to issue Purchase Shares to the Buyer within five (5) Business Days after the
applicable Purchase Date that the Buyer is entitled to receive;


 


(e)
the Company’s breach of any representation or warranty (as of the dates made), covenant or other term or condition under
any Transaction Document if such breach could reasonably be expected to 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 uncured 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; (A) commences a voluntary case, (B) consents to the entry
of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its creditors or (E) becomes insolvent;


 


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


 


(i)
if at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval has been obtained
pursuant to Section 1(h) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Purchase
Notice or VWAP Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed the number of shares
of Common Stock which the Company may issue under this Agreement without breaching the Company’s obligations under the rules
or regulations of the Principal Market.


 


In
addition to any other rights and remedies under applicable law and this Agreement, including the Buyer termination rights under
Section 11(k) hereof, so long as an Event of Default has occurred and is continuing, or if any event which, after notice and/or
lapse of time, would become an Event of Default, has occurred and is continuing, or so long as the Closing Sale Price is below
the Floor Price, the Company may not require and the Buyer shall not be obligated or permitted to purchase any shares of Common
Stock under this Agreement. 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 9(f), 9(g) and 9(h) hereof) this Agreement shall automatically terminate without any liability
or payment to the Company without further action or notice by any Person. No such termination of this Agreement under Section
11(k)(i) shall affect the Company’s or the Buyer’s obligations under this Agreement with respect to pending purchases
and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under this Agreement.


 




    	 	-16-	 



     

    

 


	 	10.	CERTAIN
    DEFINED TERMS.


 


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


 


(a)
“1933 Act” means the Securities Act of 1933, as amended.


 


(b)
“Available Amount” means initially Twenty Million Dollars ($20,000,000) in the aggregate which amount shall
be reduced by the Purchase Amount (including the Initial Purchase) each time the Buyer purchases shares of Common Stock pursuant
to Section 1 hereof including the purchase of the Initial Purchase Shares under Section 1(a) hereof.


 


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


 


(d)
“Business Day” means any day on which the Principal Market is open for trading during normal trading hours
(i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period
of time less than the customary time.


 


(e)
“Closing Sale Price” means the last closing trade price for the Common Stock on the Principal Market as reported
by the Principal Market.


 


(f)
“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 expressly identified as Confidential
Information at the time of such initial disclosure and 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
or its affiliates; (iii) is already in the possession of the receiving party 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.


 


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


 




    	 	-17-	 



     

    

 


(h)
“Maturity Date” means the date that is thirty (30) months from the Commencement Date.


 


(i)
“Person” means an individual or entity including 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.


 


(j)
“Principal Market” means the Nasdaq Capital Market; provided however, that in the event the Company’s
Common Stock is ever listed or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the
Nasdaq Global Market, or the Nasdaq Capital Market, then the “Principal Market” shall mean such other market or exchange
on which the Company’s Common Stock is then listed or traded.


 


(k)
“Purchase Amount” means, with respect to any particular purchase made hereunder, the portion of the Available
Amount to be purchased by the Buyer pursuant to Section 1 hereof as set forth in a valid Purchase Notice or VWAP Purchase Notice
which the Company delivers to the Buyer.


 


(l)
“Purchase Date” means, with respect to any Regular Purchase made hereunder, the Business Day of receipt by
the Buyer of a valid Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(b) hereof.


 


(m)
“Purchase Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer
to buy Purchase Shares pursuant to Section 1(b) hereof as specified by the Company therein at the applicable Purchase Price on
the Purchase Date.


 


(n)
“Purchase Price” means the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or
(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 (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(o)
“Sale Price” means any trade price for the shares of Common Stock on the Principal Market during normal trading
hours, as reported by the Principal Market.


 


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


 


(q)
“Transfer Agent” means the transfer agent of the Company as set forth in Section 11(f) hereof or such other
person who is then serving as the transfer agent for the Company in respect of the Common Stock.


 


(r)
“VWAP Minimum Price Threshold” means, with respect to any particular VWAP Purchase Notice, the Sale Price on
the VWAP Purchase Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the
VWAP Purchase Date or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.


 


(s)
“VWAP Purchase Amount” means, with respect to any particular VWAP Purchase Notice, the portion of the Available
Amount to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the
Buyer to buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours
on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.


 




    	 	-18-	 



     

    

 


(t)
“VWAP Purchase Date” means, with respect to any VWAP Purchase made hereunder, the Business Day following the
receipt by the Buyer of a valid VWAP Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(c) hereof.


 


(u)
“VWAP Purchase Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the
Buyer to buy Purchase Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at
the applicable VWAP Purchase Price with the applicable VWAP Purchase Share Percentage specified therein.


 


(v)
“VWAP Purchase Share Percentage” means, with respect to any particular VWAP Purchase Notice pursuant to Section
1(c) hereof, the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage
of the aggregate shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum
on the VWAP Purchase Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of
such VWAP Purchase Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.


 


(w)
“VWAP Purchase Price” means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven
percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours
on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded
the VWAP Purchase Share Volume Maximum and the Sale Price of Common Stock has not fallen below the VWAP Minimum Price Threshold
(to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or
other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of (1) the time
at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum, or (2) the time
at which the Sale Price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(x)
“VWAP Purchase Share Estimate” means the number of shares of Common Stock that the Company has in its sole
discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued
to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system
on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split or other similar transaction).


 


(y)
“VWAP Purchase Share Volume Maximum” means a number of shares of Common Stock traded on the Principal Market
during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP
Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split or other similar transaction).


 




    	 	-19-	 



     

    

 


	 	11.	MISCELLANEOUS.


 


(a)
Governing Law; Jurisdiction; Jury Trial. The corporate laws of the State of Nevada 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 City of Chicago, 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 have been signed by each party and delivered to the other
party; provided that a facsimile or pdf (or other electronic reproduction) signature shall be considered due execution and shall
be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or
PDF (or other electronic reproduction) 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. This Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements
between the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein,
and this Agreement, the other Transaction Documents and the instruments referenced herein 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 Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Each of the
Company and the Buyer acknowledges and agrees that it has not relied on, in any manner whatsoever, any representations or statements,
written or oral, other than as expressly set forth in this Agreement.


 




    	 	-20-	 



     

    

 


(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 (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); (iii) upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation
of both electronic messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile
numbers for such communications shall be:


 


If
to the Company:


 


OncoSec
Medical Incorporated




24
North Main Street


Pennington,
NJ 08534


Telephone:
855-662-6732


Facsimile:


Attention:
Daniel J.O’Connor


Email:
doconnor@oncosec.com


 


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


 


Alston
& Bird LLP


90
Park Avenue


New
York, NY 10016


Telephone:
212-210-1256


Facsimile:
212-922-3952


Attention:
Matthew W. Mamak, Esq.


Email:
matthew.mamak@alston.com


 


If
to the Buyer:


 


Aspire
Capital Fund, LLC


155
North Wacker Drive, Suite 1600


Chicago,
IL 60606


Telephone:
312-658-0400


Facsimile:
312-658-4005


Attention:
Steven G. Martin


Email:
smartin@aspirecapital.com


 


With
a copy to (which shall not constitute delivery to the Buyer):


 


Morrison
& Foerster LLP


2000
Pennsylvania Avenue, NW, Suite 6000


Washington,
DC 20006


Telephone:
202-778-1611


Facsimile:
202-887-0763


Attention:
Martin P. Dunn, Esq.


Email:
mdunn@mofo.com


 




    	 	-21-	 



     

    

 


If
to the Transfer Agent:


 


Nevada
Agency and Transfer Company


50
West Liberty Street, Suite 880


Reno,
NV 89501


Telephone:
775-322-0626


Facsimile:
775-322-5623


Attention:
Tiffany Baxter


Email:
tiffany@natco.com


 


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 at least one (1) Business Day 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 containing the time, date, and recipient facsimile number, (C) electronically generated
by the sender’s electronic mail containing the time, date and recipient email address or (D) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) 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 Buyer, including by merger or consolidation; provided, however, that any transaction, whether by merger, reorganization,
restructuring, consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such
transaction shall not be deemed a succession or assignment. The Buyer 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 Buyer shall have the right to approve before issuance any press release, SEC filing or any other public
disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or
any aspect of this Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without
the prior approval of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with
respect to such transactions as is required by applicable law and regulations so long as the Company and its counsel consult with
the Buyer in connection with any such press release or other public disclosure at least one (1) Business Day prior to its release;
provided, however, that the Company’s obligations pursuant to this Section 11(i) shall not apply if the material provisions
of such press release, SEC filing, or other public disclosure previously has been publicly disclosed by the Company in accordance
with this Section 11(i). The Buyer must be provided with a copy thereof at least one (1) Business Day prior to any release or
use by the Company thereof.


 




    	 	-22-	 



     

    

 


(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 carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


(k)
Termination. This Agreement may be terminated only as follows:


 


(i)
By the Buyer any time an Event of Default exists without any liability or payment to the Company. However, 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 9(f), 9(g) and 9(h) hereof)
this Agreement shall automatically terminate without any liability or payment to the Company without further action or notice
by any Person. No such termination of this Agreement under this Section 11(k)(i) shall affect the Company’s or the Buyer’s
obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.


 


(ii)
In the event that the Commencement shall not have occurred the Company shall have the option to terminate this Agreement for any
reason or for no reason without any liability whatsoever of either party to the other party under this Agreement.


 


(iii)
In the event that the Commencement shall not have occurred within ten (10) Business Days of the date of this Agreement, due to
the failure to satisfy any of the conditions set forth in Sections 6 and 7 above with respect to the Commencement, either party
shall have the option to terminate this Agreement at the close of business on such date or thereafter without liability of either
party to any other party; provided, however, that the right to terminate this Agreement under this Section 11(k)(iii) shall not
be available to either party if such failure to satisfy any of the conditions set forth in Sections 6 and 7 is the result of a
breach of this Agreement by such party or the failure of any representation or warranty of such party included in this Agreement
to be true and correct in all material respects.


 


(iv)
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 Buyer electing to terminate this Agreement
without any liability whatsoever of either party to the other party under this Agreement. The Company Termination Notice shall
not be effective until one (1) Business Day after it has been received by the Buyer.


 


(v)
This Agreement shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available Amount
as provided herein, 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.


 


(vi)
If by the Maturity Date for any reason or for no reason the full Available Amount under this Agreement has not been purchased
as provided for in Section 1 of this Agreement, 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.


 




    	 	-23-	 



     

    

 


Except
as set forth in Sections 11(k)(i) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 11(k)(v) and 11(k)(vi),
any termination of this Agreement pursuant to this Section 11(k) shall be effected by written notice from the Company to the Buyer,
or the Buyer to the Company, as the case may be, setting forth the basis for the termination hereof. The representations and warranties
of the Company and the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification provisions set forth in Section 8 hereof
and the agreements and covenants set forth in Sections 4(e) and 11, shall survive the Commencement and any termination of this
Agreement. No termination of this Agreement shall affect the Company’s or the Buyer’s rights or obligations (i) under
the Registration Rights Agreement which shall survive any such termination in accordance with its terms or (ii) under this Agreement
with respect to pending purchases and the Company and the Buyer shall complete their respective obligations with respect to any
pending purchases under this Agreement.


 


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


 


(m)
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.


 


(n)
Failure or Indulgence Not Waiver. 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.


 


*
* * * *


 




    	 	-24-	 



     

    

 


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


 


	 	THE
    COMPANY:
	 	 
	 	ONCOSEC
    MEDICAL INCORPORATED
	 	 	 
	 	By:	/s/
    Daniel J. O’Connor
	 	Name:	Daniel
    J. O’Connor
	 	Title:	Chief
    Executive Officer and President
	 	 	
	 	BUYER:
	 	 	 
	 	ASPIRE
    CAPITAL FUND, LLC
	 	BY:	ASPIRE
    CAPITAL PARTNERS, LLC
	 	BY:	SGM
    HOLDINGS CORP.
	 	 	 
	 	By:	/s/
    Steven G. Martin
	 	Name:	Steven
    G. Martin
	 	Title:	President


 




    	 	-25-