Exhibit 10.1







 





FORM OF SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of [____], 2017 by and among Aevi Genomic Medicine, Inc., a Delaware
corporation (the “Company”), and each purchaser listed on Schedule A attached hereto (each, including
its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


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


 


B.       Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated
in this Agreement, (i) that aggregate number of shares of common stock of the Company, par value $0.0001 per share (the “Common
Stock”), set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate amount
for all Purchasers together shall be 22,222,222 
shares of Common Stock and shall be collectively referred to herein as the “Shares”), and (ii) that aggregate
number of warrants, each in substantially the form attached hereto as Exhibit G (the “Warrants”), to acquire
shares of Common Stock (which Warrants for all Purchasers together shall be exercisable for an aggregate 3,953,904
shares of Common Stock) (the shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrants collectively
are referred to herein as the “Warrant Shares”).


 


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


 


D.Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,
substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant
to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares and the
Warrant Shares under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser hereby agrees as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1       Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have
the meanings indicated in this Section 1.1:


 


“Acquiring Person”
has the meaning set forth in Section 4.5.


 



     

     


    

 





“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending and of which the Company has received notice or, to the Company’s Knowledge, threatened in writing against the Company,
any Subsidiary or any of their respective properties or any officer, director or employee of the Company or any Subsidiary acting
in his or her capacity as an officer, director or employee before or by any federal, state, county, local or foreign court, arbitrator,
governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility.


 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls,
is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the
Securities Act. With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by
the same investment manager as such Purchaser will be deemed to be an Affiliate of such Purchaser.


 


“Agreement”
has the meaning set forth in the Preamble.


 


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


 


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


 


“Buy-In”
has the meaning set forth in Section 4.1(f).


 


“Buy-In Price”
has the meaning set forth in Section 4.1(f).


 


“Closing”
means the closing of the purchase and sale of the Shares and the Warrants pursuant to this Agreement.


 


“Closing Bid
Price” means, for any security as of any date, (a) the last reported closing bid price per share of Common Stock on the
Principal Trading Market, as reported by Bloomberg Financial Markets, or, (b) if the Principal Trading Market begins to operate
on an extended hours basis and does not designate the closing bid price then the last bid price of such security prior to 4:00
P.M., New York City time, as reported by Bloomberg Financial Markets, or (c) if the foregoing do not apply, the last closing price
of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg Financial
Markets, or (d) if no closing bid price is reported for such security by Bloomberg Financial Markets, the average of the bid prices
of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC. If the Closing Bid Price
cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price of such security
on such date shall be the fair market value as mutually determined by the Company and the holder of such security. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the
applicable calculation period.


 


“Closing Date”
means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived,
as the case may be, or such other date as the parties may agree.


 






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“Commission”
has the meaning set forth in the Recitals.


 


“Common Stock”
has the meaning set forth in the Recitals, and also includes any other class of securities into which the Common Stock may hereafter
be reclassified or changed into.


 


“Common Stock
Equivalents” means any securities of the Company or any Subsidiary that would entitle the holder thereof to acquire at
any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument
that is at any time convertible into or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or
other securities that entitle the holder to receive, directly or indirectly, Common Stock.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company Counsel”
means Pepper Hamilton LLP located at 3000 Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19003.


 


“Company Deliverables”
has the meaning set forth in Section 2.2(a).


 


“Company Intellectual
Property” has the meaning set forth in Section 3.1(p).


 


“Company’s
Knowledge” means with respect to any statement made to the Company’s Knowledge, that the statement is based upon
the actual knowledge of the executive officers of the Company having responsibility for the matter or matters that are the subject
of the statement.


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the
possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.


 


“Deadline Date”
has the meaning set forth in Section 4.1(f).


 


“Effective Date”
means the date on which the initial Registration Statement required by Section 2(a) of the Registration Rights Agreement is first
declared effective by the Commission.


 


“Evaluation
Date” has the meaning set forth in Section 3.1(t).


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.


 


“GAAP”
means U.S. generally accepted accounting principles, as applied by the Company.


 



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“Intellectual
Property Rights” has the meaning set forth in Section 3.1(p).


 


“Irrevocable
Transfer Agent Instructions” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the
form of Exhibit C, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.


 


“Lead Purchaser”
shall mean The Children’s Hospital of Philadelphia Foundation, a Pennsylvania nonprofit corporation.


 


“Legend Removal
Date” has the meaning set forth in Section 4.1(c).


 


“Lien”
means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of
any kind.


 


“Material Adverse
Change” means any (i) development or series of developments that is reasonably likely to cause the suspension, cessation
or termination of the clinical development of AEVI-001 or AEVI-002, or (ii) the termination of (a) the Sponsored Research Agreement,
dated as of November 12, 2014, between Medgenics Medical Israel Ltd. (the Company’s subsidiary) and the Lead Purchaser, (b)
the License Agreement, dated as of November 12, 2014, between Medgenics Medical Israel Ltd. (the Company’s subsidiary) and
the Lead Purchaser or (c) the License Agreement, dated as of September 9, 2015, between neuroFix, LLC (the Company’s subsidiary)
and the Lead Purchaser.


 


“Material Adverse
Effect” means (i) a material adverse effect on the results of operations, assets, business, financial condition or prospects
of the Company and the Subsidiaries, taken as a whole, including due to, among other reasons, the onset of any litigation or the
threat thereof, or (ii) an impairment in any material respect of the ability of the Company to perform its obligations under this
Agreement or to consummate any transactions contemplated by this Agreement, including the issuance or sale of the Securities by
the Company.


 


“Material Contract”
means any contract of the Company that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant
to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


 


“Material Permits”
has the meaning set forth in Section 3.1(n).


 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan.


 


“OFAC”
has the meaning set forth in Section 3.1(kk).


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


“Press Release”
has the meaning set forth in Section 4.5.


 






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“Principal Trading
Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as of
the date of this Agreement and the Closing Date, shall be the Nasdaq Global Market.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Purchase Price”
means the price per Unit paid by each Purchaser, severally and not jointly, as set forth opposite such Purchaser’s name on
Schedule A under the heading “Purchase Price.”


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Recitals.


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 


“Purchaser Party”
has the meaning set forth in Section 4.9.


 


“Registration
Rights Agreement” has the meaning set forth in the Recitals.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale by the Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).


 


“Regulation
D” has the meaning set forth in the Recitals.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule.


 


“SEC Reports”
has the meaning set forth in Section 3.1(h).


 


“Secretary’s
Certificate” has the meaning set forth in Section 2.2(a)(vi).


 


“Securities
Act” has the meaning set forth in the Recitals.


 


“Shares”
has the meaning set forth in the Recitals.


 


“Short Sales”
include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the
Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options,
puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers
or foreign regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares of Common
Stock).


 


“Subscription
Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Shares and Warrants purchased
hereunder as indicated opposite such Purchaser’s name on Schedule A to this Agreement under the heading “Aggregate
Purchase Price (Subscription Amount)” in United States dollars and in immediately available funds.


 






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“Subsidiary”
means any subsidiary of the Company and shall, where applicable, include any subsidiary of the Company formed or acquired after
the date hereof.


 


“Trading Affiliate”
has the meaning set forth in Section 3.2(g).


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin
Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common
Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
on any Trading Market, a day on which the Common Stock is quoted in the over-the-counter market as reported in the “pink
sheets” by Pink Sheets LLC (or any similar organization or agency succeeding to its functions of reporting prices); provided,
that in the event that the Common Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall
mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE MKT (formerly the American Stock Exchange), the NASDAQ Global Select Market,
the NASDAQ Global Market, the NASDAQ Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for
trading on the date in question.


 


“Transaction
Documents” means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable
Transfer Agent Instructions and any other documents or agreements explicitly contemplated hereunder.


 


“Transfer Agent”
means Corporate Stock Transfer, Inc., the current transfer agent of the Company, with a mailing address of 3200 Cherry Creek Drive
South, Suite 430, Denver, CO 80209, or any successor transfer agent for the Company.


 


A “Unit”
consists of one share of Common Stock and a Warrant to purchase 0.1779 shares of Common Stock.


 


“Warrants”
has the meaning set forth in the Recitals.


 


“Warrant Shares”
has the meaning set forth in the Recitals.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1       Closing.


 


(a)       Amount.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Units as indicated below such Purchaser’s
name on Schedule A, which Unit results from dividing (i) the Subscription Amount for such Purchaser by (ii) the Purchase Price
applicable to such Purchaser, rounded down. The Warrants shall have an exercise price equal to $2.84 per Warrant Share, subject
to adjustment as provided in such Warrants.


 


 



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(b)       Closing.
The Closing of the purchase and sale of the Shares and the Warrants shall take place at the offices of Pepper Hamilton LLP, 3000
Two Logan Square, Eighteenth and Arch Streets, Philadelphia, PA 19003, on the Closing Date or at such other locations or remotely
by facsimile transmission or other electronic means as the parties may mutually agree.


 


(c)       Form
of Payment. Except as may otherwise be agreed to among the Company and one or more of the Purchasers as to such Purchaser(s),
on or prior to the Business Day immediately prior to the Closing Date, each Purchaser shall wire its Subscription Amount, in United
States dollars and in immediately available funds, to the Company pursuant to the wire instructions set forth on Exhibit F
hereto. On the Closing Date, the Company shall (a) irrevocably instruct the Transfer Agent to enter in the name of each Purchaser
a book entry position, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b)
hereof), evidencing the number of Shares such Purchaser is purchasing as is set forth on Schedule A under the heading “Number
of Shares to be Acquired”, within three (3) Trading Days after the Closing (or, if the date of this Agreement is on or after
September 5, 2017, within two (2) Trading Days after the Closing), and (b) deliver to each Purchaser one or more Warrants, free
and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing the number
of Warrants such Purchaser is purchasing as is set forth on Schedule A under the heading “Underlying Shares Subject to Warrant,”
within three (3) Trading Days after the Closing (or, if the date of this Agreement is on or after September 5, 2017, within two
(2) Trading Days after the Closing).


 


2.2       Closing
Deliveries.  


 


(a)       On
or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company
Deliverables”):


 


(i)       this
Agreement, duly executed by the Company;


 


(ii)       evidence
of a book entry position, free and clear of all restrictive and other legends (except as provided in Section 4.1(b) hereof),
evidencing the Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the
Securities Issuance Questionnaire included as Exhibit B-2 hereto;


 


(iii)       facsimile
copies of one or more Warrants, executed by the Company and registered in the name of such Purchaser as set forth on the Securities
Issuance Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number
of Warrant Shares set forth on Schedule A, with the original Warrants delivered within three (3) Trading Days of Closing;


 


(iv)       a
legal opinion of Company Counsel, dated as of the Closing Date, in form and substance satisfactory to the Purchasers, executed
by such counsel and addressed to the Purchasers;


 


(v)       the
Registration Rights Agreement, duly executed by the Company;


 



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(vi)       duly
executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent in the form attached hereto as Exhibit
C;


 


(vii)       a
certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date,
(a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving
the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying
the current versions of the certificate of incorporation, as amended, and by-laws, as amended, of the Company, and (c) certifying
as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company,
in the form attached hereto as Exhibit D;


 


(viii)       a
certificate signed by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the
fulfillment of the conditions specified in Sections 5.1(a) and (b) in the form attached hereto as Exhibit E;


 


(ix)       a
certified copy of the Company’s certificate of incorporation, as amended, as certified by the Secretary of State of Delaware;
and


 


(x)       a
certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of
State (or comparable office) of any applicable jurisdiction.


 


(b)       On
or prior to the Closing, each Purchaser (except as specified in clause (vi) below) shall deliver or cause to be delivered to the
Company the following (the “Purchaser Deliverables”):


 


(i)       this
Agreement, duly executed by such Purchaser;


 


(ii)       its
Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated on Schedule A
hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer, pursuant to wire instructions
set forth on Exhibit F attached hereto;


 


(iii)       the
Registration Rights Agreement, duly executed by such Purchaser;


 


(iv)       a
fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights
Agreement;


 


(v)       a
fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Securities Issuance Questionnaire
in the forms attached hereto as Exhibits B-1 and B-2, respectively; and


 


(vi)       an
executed Lock-Up Agreement from the Lead Purchaser, substantially in the form of Exhibit H hereto (the “Lock-Up
Agreement”).


 



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ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1       Representations
and Warranties of the Company. The Company hereby represents and warrants as of the date hereof and as of the Closing Date
(except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to each
of the Purchasers as follows:


 


(a)       The
Company and each of its Subsidiaries have been duly organized and are validly existing as corporations or other legal entities
in good standing (or the foreign equivalent thereof) under the laws of their respective jurisdictions of organization. The Company
and each of its Subsidiaries are duly qualified to do business and are in good standing as foreign corporations or other legal
entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses
requires such qualification and have all power and authority (corporate or other) necessary to own or hold their respective properties
and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authority
would not have, singularly or in the aggregate, a Material Adverse Effect. Other than ownership of its Subsidiaries, Medgenics
Medical (Israel) Ltd. and neuroFix, LLC, the Company does not own or control, directly or indirectly, any interest in any corporation,
partnership, limited liability partnership, limited liability corporation, association or other entity.


 


(b)       Each
of the Transaction Documents has been duly authorized, executed and delivered by the Company and constitutes a valid, legal and
binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder may be limited
by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting the rights of creditors generally and subject to general principles of equity. The Company has full corporate
power and authority to enter into each of the Transaction Documents and to consummate the transactions contemplated hereby and
thereby, including the authorization, issuance and sale of the Securities as contemplated hereby and thereby, except for the Stockholders
Consent as contemplated by Section 4.16.


 


(c)       The
Shares to be issued and sold by the Company to the Purchasers hereunder have been duly and validly authorized and, when issued
and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and nonassessable and free
of any preemptive or similar rights. The Warrants have been duly authorized and, when issued and paid for in accordance with the
terms of the Transaction Documents, will be duly and validly issued, free and clear of all Liens, other than restrictions on transfer
provided for in the Transaction Documents or imposed by applicable securities laws. The Warrant Shares issuable upon exercise of
the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents
and the Warrants, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens, other than restrictions
on transfer provided for in the Transaction Documents or imposed by applicable securities laws. As of the Closing Date, the Company
shall have reserved from its duly authorized capital stock the number of shares of Common Stock initially issuable upon exercise
of the Warrants.


 


(d)       
The Company has an authorized capitalization as set forth in the SEC Reports. As of July 31, 2017, there were 37,110,043 shares
of Common Stock issued and 37,110,043 shares of Common Stock outstanding and 13,869,093 shares of Common Stock were issuable upon
the exercise of all options, warrants and convertible securities outstanding as of such date. Since such date, the Company has
not issued any securities other than Common Stock of the Company issued pursuant to the exercise of stock options previously outstanding
under the Company’s stock option plans. All of the Company’s options, warrants and other rights to purchase or exchange
any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in
compliance with federal and state securities laws. None of the outstanding shares of Common Stock was issued in violation of any
preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There
are no authorized or outstanding shares of capital stock, options, warrants, preemptive rights, rights of first refusal or other
rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the
Company or any of its Subsidiaries other than those described above or accurately described in the SEC Reports. The description
of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted
thereunder, as described in the SEC Reports accurately and fairly present the information required to be shown with respect to
such plans, arrangements, options and rights.


 



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(e)       All
the outstanding shares of capital stock (if any) of each Subsidiary of the Company have been duly authorized and validly issued,
are fully paid and nonassessable and, except to the extent set forth in the SEC Reports, are owned by the Company directly or indirectly
through one or more wholly-owned Subsidiaries, free and clear of any claim, lien, encumbrance, security interest, restriction upon
voting or transfer or any other claim of any third party.


 


(f)       Subject
to the receipt of the Stockholder Consent as contemplated in Section 4.16, the execution, delivery and performance of the
Transaction Documents by the Company, the issue and sale of the Securities by the Company and the consummation of the transactions
contemplated hereby and thereby will not (with or without notice or lapse of time or both) (i) conflict with or result in a breach
or violation of any of the terms or provisions of, constitute a default or a Debt Repayment Triggering Event (as defined below)
under, give rise to any right of termination or other right or the cancellation or acceleration of any right or obligation or loss
of a benefit under, or give rise to the creation or imposition of any lien, encumbrance, security interest, claim or charge upon
any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its
Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) result
in any violation of the provisions of the charter or by-laws (or analogous governing instruments, as applicable) of the Company
or any of its Subsidiaries or (iii) result in any violation of the provisions of any law, statute, rule, regulation, judgment,
order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of
its Subsidiaries or any of their properties or assets; except, in the case of clause (iii), to the extent that such event is not
reasonably expected to have a Material Adverse Effect. A “Debt Repayment Triggering Event” means any event or
condition that gives, or with the giving of notice or lapse of time would give the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company of any of its Subsidiaries.


 


(g)       No
consent, approval, authorization or order of, or filing, qualification or registration (each an “Authorization”)
with, any court, governmental or non-governmental agency or body, foreign or domestic, which has not been made, obtained or taken
and is not in full force and effect, is required for the execution, delivery and performance of this Agreement by the Company,
the offer or sale of the Securities or the consummation of the transactions contemplated hereby, except for (i) the filing with
the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement,
(ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Sale of Securities on Form D with the
Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the Principal
Trading Market for the issuance and sale of the Securities and the listing of the Shares and the Warrant Shares for trading or
quotation, as the case may be, thereon in the time and manner required thereby, (v) the filings required in accordance with Section
4.5 of this Agreement, (vi) receipt of the Stockholder Consent, and (vii) those that have been made or obtained prior to the
date of this Agreement. No event has occurred that allows or results in, or after notice or lapse of time or both would allow or
result in, revocation, suspension, termination or invalidation of any such Authorization or any other impairment of the rights
of the holder or maker of any such Authorization. All corporate approvals (including those of stockholders) necessary for the Company
to consummate the transactions contemplated by the Transaction Documents have been obtained and are in effect.


 



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(h)       Ernst
& Young LLP, who have certified certain financial statements included or incorporated by reference in the SEC Reports, and
have audited the effectiveness of the Company’s internal control over financial reporting, is (x) an independent registered
public accounting firm within the meaning of Article 2-01 of Regulation S-X and the Public Company Accounting Oversight Board (United
States) (the “PCAOB”), (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Sarbanes-Oxley
Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof (the “Sarbanes-Oxley
Act”)) and (z) in the performance of its work for the Company, not in violation of the auditor independence requirements
of the Sarbanes-Oxley Act.


 


(i)       The
financial statements, together with the related notes and schedules, included in the SEC Reports fairly present the financial
position and the results of operations and changes in financial position of the Company and its consolidated Subsidiaries at the
respective dates or for the respective periods therein specified. Such statements and related notes have been prepared in accordance
with the generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis
throughout the periods involved except as may be set forth in the related notes included or incorporated by reference in the SEC
Reports. The financial statements, together with the related notes, included in the SEC Reports comply in all material respects
with Regulation S-X. No other financial statements or supporting schedules or exhibits are required by Regulation S-X to be described
or incorporated by reference in the SEC Reports. The selected financial data included or incorporated by reference in the SEC
Reports fairly present the information shown therein as at the respective dates and for the respective periods specified and are
derived from the consolidated financial statements incorporated by reference in the SEC Reports and other financial information.
All information contained in the SEC Reports regarding “non-GAAP financial measures” (as defined in Regulation G)
complies with Regulation G and Item 10 of Regulations S-K, to the extent applicable. Except as disclosed in the SEC Reports, there
are no material off-balance sheet arrangements (as defined in Regulation S-K under the Securities Act, Item 303(a)(4)(ii)) or
any other relationships with unconsolidated entities or other persons, that may have a material current or material future effect
on the Company’s financial condition, results of operations, liquidity, capital expenditures, capital resources or significant
components of revenue or expenses.


 






    	 	11	 



     


    

 


 


(j)       The
interactive data in eXtensible Business Reporting Language included or incorporated by reference in the SEC Reports fairly presents
the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines
applicable thereto.


 


(k)       Neither
the Company nor any of its Subsidiaries has sustained, since the date of the latest audited financial statements included in the
SEC Reports, any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not
covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or
contemplated in the SEC Reports; and, since such date, there has not been any change in the capital stock or long-term debt of
the Company or any of its Subsidiaries, or any Material Adverse Effect or any development, including the onset of litigation or
the threat thereof, which would reasonably be expected to result in any Material Adverse Effect, otherwise than as set forth or
contemplated in the SEC Reports.


 


(l)       Except
as set forth in the SEC Reports, there is no legal or governmental proceeding to which the Company or any of its Subsidiaries is
a party or of which any property or assets of the Company or any of its Subsidiaries or any officer or director of the Company,
in their roles as such, or any employee benefit plan sponsored by the Company is the subject, including any proceeding before the
United States Food and Drug Administration of the U.S. Department of Health and Human Services (“FDA”) or comparable
federal, state, local or foreign governmental bodies (including the Israeli Ministry of Health) (it being understood that the interaction
between the Company and the FDA and such comparable governmental bodies relating to the clinical development and product approval
process shall not be deemed proceedings for purposes of this representation), which is required to be described in the SEC Reports
and is not described therein, or which, singularly or in the aggregate, if determined adversely to the Company or any of its Subsidiaries,
could reasonably be expected to have a Material Adverse Effect; and to the best of the Company’s knowledge after reasonable
investigation and due diligence inquiry (“Knowledge”), no such proceedings are threatened or contemplated by
governmental authorities or threatened by others. The Company is in compliance with all applicable federal, state, local and foreign
laws, regulations, orders and decrees governing its business as prescribed by the FDA, or any other federal, state or foreign agencies
or bodies engaged in the regulation of pharmaceuticals or biohazardous substances or materials, except where noncompliance would
not, singly or in the aggregate, have a Material Adverse Effect. All preclinical and clinical studies conducted by or on behalf
of the Company to support approval for commercialization of the Company’s products have been conducted by the Company, or
to the Company’s Knowledge by third parties, in compliance with all applicable federal, state or foreign laws, rules, orders
and regulations, except for such failure or failures to be in compliance as could not reasonably be expected to have, singly or
in the aggregate, a Material Adverse Effect.


 


(m)       There
are no statutes or regulations that are required to be described in the SEC Reports that have not been so described.


 






    	 	12	 



     


    

  


(n)       Neither
the Company nor any of its Subsidiaries (i) is in violation of its charter or by-laws (or analogous governing instrument, as applicable),
(ii) is in default in any respect, and no event has occurred which, with notice or lapse of time or both, would constitute such
a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of
trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of
its material property or assets is subject (including, without limitation, those administered by the FDA or by any foreign, federal,
state or local governmental or regulatory authority performing functions similar to those performed by the FDA); (iii) is in violation
in any respect of any law, ordinance, governmental rule, regulation or court order, decree or judgment to which it or its property
or assets may be subject, including the Sarbanes-Oxley Act; or (iv) is in violation of any applicable corporate governance requirements
set forth in the rules of the Exchange Act; except, in the case of clauses (ii) and (iii) of this paragraph (v), for any violations
or defaults which, singularly or in the aggregate, would not have a Material Adverse Effect.


  


(o)       The
Company and each of its Subsidiaries possess all licenses, certificates, authorizations and permits issued by, and have made all
declarations and filings with, the appropriate local, state, federal or foreign regulatory agencies or bodies (including, without
limitation, those administered by the FDA or by any foreign, federal, state or local governmental or regulatory authority performing
functions similar to those performed by the FDA) which are necessary for the ownership of their respective properties or the conduct
of their respective businesses as described in the SEC Reports (collectively, the “Governmental Permits”) except
where any failures to possess or make the same, singularly or in the aggregate, would not have a Material Adverse Effect. The Company
and its Subsidiaries are in compliance with all such Governmental Permits and all such Governmental Permits are valid and in full
force and effect, except where the noncompliance, validity or failure to be in full force and effect would not, singularly or in
the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary has received notification of any revocation,
modification, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental Permit and to the
Knowledge of the Company, no event has occurred that allows or results in, or after notice or lapse of time or both would allow
or result in, revocation, modification, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental
Permit and the Company has no reason to believe that any such Governmental Permit will not be renewed. The Company and its Subsidiaries
are members in good standing of each Federal, state or foreign exchange, board of trade, clearing house or association and self-regulatory
or similar organization, in each case as necessary to conduct their respective businesses as described in the SEC Reports. The
studies, tests and preclinical or clinical trials conducted by or on behalf of the Company that are described in the SEC Reports
(the “Company Studies and Trials”) were and, if still pending, are being, conducted in all material respects
in accordance with experimental protocols, procedures and controls pursuant to, where applicable, accepted professional scientific
standards; the descriptions of the results of the Company Studies and Trials contained in the SEC Reports are accurate in all material
respects; the Company has not received any notices or correspondence with the FDA or any foreign, state or local governmental body
exercising comparable authority requiring the termination, suspension or material modification of any Company Studies or Trials
that would reasonably be expected to have a Material Adverse Effect; and the Company is not aware of any studies, tests or trials
the results of which the Company believes reasonably call into question the study, test, or trial results described or referred
to in the SEC Reports when viewed in the context in which such results are described and the clinical state of development. For
the avoidance of doubt, the Company makes no representation or warranty that the results of any studies, tests or preclinical or
clinical trials conducted by or on behalf of the Company will be sufficient to obtain governmental approval from the FDA or any
foreign, state or local governmental body exercising comparable authority or that additional studies, tests or preclinical or clinical
trials will reach similar results or conclusions.


 






    	 	13	 



     


    




 


(p)       Except
as disclosed in the SEC Reports, the Company has not granted rights to develop, manufacture, produce, assemble, distribute, license,
market or sell its product candidates to any other person and is not bound by any agreement that affects the exclusive right of
the Company to develop, manufacture, produce, assemble, distribute, license, market or sell its products.


 


(q)       Neither
the Company nor any of its Subsidiaries is or, after giving effect to the offering of the Securities and the application of the
net proceeds therefrom, will become an “investment company” within the meaning of the Investment Company Act of 1940,
as amended, and the rules and regulations of the Commission thereunder.


 


(r)       The
Company and its Subsidiaries own or possess the right to use all (i) valid and enforceable patents, patent applications, trademarks,
trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights, copyright registrations,
licenses, trade secret rights (“Intellectual Property Rights”) and (ii) inventions, software, works of authorships,
trademarks, service marks, trade names, databases, formulae, know how, Internet domain names and other intellectual property (including
trade secrets and other unpatented and/or unpatentable proprietary confidential information, systems, or procedures) (collectively,
“Intellectual Property Assets”) necessary to conduct their respective businesses as currently conducted, and
as proposed to be conducted and described in the SEC Reports. The Company and its Subsidiaries have not received any opinion from
their legal counsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate,
valid and enforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge,
which is to their Knowledge still pending, by any other person to the rights of the Company and its Subsidiaries with respect to
any Intellectual Property Rights or Intellectual Property Assets owned or used by the Company or its Subsidiaries. To the Knowledge
of the Company, the Company and its Subsidiaries’ respective businesses as now conducted do not give rise to any infringement
of, any misappropriation of, or other violation of, any valid and enforceable Intellectual Property Rights of any other person.
All licenses for the use of the Intellectual Property Rights described in the SEC Reports are valid, binding upon, and enforceable
by or against the parties thereto in accordance to its terms. The Company has complied in all material respects with, and is not
in breach nor has received any asserted or threatened claim of breach of any Intellectual Property Rights or Intellectual Property
Assets license, and the Company has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property
Rights or Intellectual Property Assets license. Except as described in the SEC Reports, no claim has been made against the Company
alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license in
or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain
and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements.
The consummation of the transactions contemplated by the Transaction Documents will not result in the loss or impairment of or
payment of any additional amounts with respect to, nor require the consent of any other person in respect of, the Company’s
right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the
business as currently conducted. The Company has at all times complied with all applicable laws relating to privacy, data protection,
and the collection and use of personal information collected, used, or held for use by the Company in the conduct of the Company’s
business. The Company has taken all necessary actions to obtain ownership of all works of authorship and inventions made by its
employees, consultants and contractors during the time they were employed by or under contract with the Company and which relate
to the Company’s business. All founders and key employees have signed confidentiality and invention assignment agreements
with the Company. To the Knowledge of the Company, the Company has complied with the United States Patent and Trademark Office’s
duty of candor, good faith and disclosure and best mode requirement for any patent applications filed by the Company, and all other
requirements for patentability and enforceability of any resultant patents, and has made no material misrepresentation in any such
applications. To the Company’s Knowledge, all material Intellectual Property Rights or Intellectual Property Assets owned
by or licensed to the Company is valid and enforceable.


 



    	 	14	 



     


    

 





(s)       The
Company and each of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise
use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole,
in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singularly or in the
aggregate, 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 or any of its Subsidiaries; and all of the leases and subleases material to the business of the Company
and its Subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described
in the SEC Reports, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim
of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or
subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession
of the leased or subleased premises under any such lease or sublease.


 


(t)       There
is (i) no significant unfair labor practice complaint pending against the Company, or any of its Subsidiaries, nor to the Knowledge
of the Company, threatened against it or any of its Subsidiaries, before the National Labor Relations Board, any state or local
labor relation board or any foreign labor relations board, and no significant grievance or significant arbitration proceeding arising
out of or under any collective bargaining agreement is so pending against the Company or any of its Subsidiaries, or, to the Knowledge
of the Company, threatened against it and (ii) no strike, lockout, work stoppage, slowdown, union organizing campaign, union demand
for recognition or union election petition is pending or, to the Company’s Knowledge, threatened, with respect to the employees
of the Company or any of its Subsidiaries, and, to the Company’s Knowledge, there is no existing or imminent strike, lockout,
work stoppage or slowdown by the employees of its Subsidiaries’ principal suppliers, manufacturers, customers or contractors,
that would reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. No key employee or significant
group of employees of the Company or any Subsidiary has provided, or to the Company’s Knowledge, plans to provide, written
notice to the Company of intent to terminate employment with the Company or any such Subsidiary.


  


(u)       No
“prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder (“ERISA”), or Section 4975 of the Internal
Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding deficiency”
(as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other than events with respect
to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred or could reasonably be
expected to occur with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) of the Company or any of its
Subsidiaries which could, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan (as defined
in Section 3(3) of ERISA) of the Company or any of its Subsidiaries is in compliance in all material respects with applicable law,
including ERISA and the Code. The Company and its Subsidiaries have not incurred and could not reasonably be expected to incur
liability under Title IV of ERISA with respect to the termination of, or withdrawal from, any pension plan (as defined in Section
3(2) of ERISA). Each pension plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and to the
Company’s Knowledge, nothing has occurred, whether by action or by failure to act, which could, singularly or in the aggregate,
cause the loss of such qualification.


 






    	 	15	 



     


    

 


(v)       The
Company and each of its Subsidiaries (i) is in compliance, in all material respects, with any and all applicable foreign, federal,
state and local laws, rules, regulations, treaties, statutes and codes promulgated by any and all governmental authorities (including
pursuant to the Occupational Health and Safety Act) relating to the protection of human health and safety in the workplace (“Occupational
Laws”), (ii) has received all material permits, licenses or other approvals required of it under applicable Occupational
Laws to conduct its business as currently conducted and (iii) is in compliance, in all material respects, with all terms and conditions
of such permit, license or approval. No action, proceeding, revocation proceeding, writ, injunction or claim is pending or, to
the Company’s knowledge, threatened against the Company or any of its Subsidiaries relating to Occupational Laws.


 


(w)       
Except as otherwise described in the SEC Reports and except as would not, individually or in the aggregate, result in a Material
Adverse Effect, (i) neither the Company nor any of its Subsidiaries is in violation of any federal, state, local or foreign law
or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air,
surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations
relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”),
or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Materials of Environment Concern (collectively, “Environmental Laws”), which violation includes, but is not
limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the
Company or its Subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has
the Company or any of its Subsidiaries received any written communication, whether from a governmental authority, citizens group,
employee or otherwise, that alleges that the Company or any of its Subsidiaries is in violation of any Environmental Law; (ii)
there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which
the Company has received written notice, and no written notice by any person or entity alleging potential liability for investigatory
costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’
fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of
Environmental Concern at any location owned, leased or operated by the Company or any of its Subsidiaries, now or in the past (collectively,
“Environmental Claims”), pending or, to the Company’s Knowledge, threatened against the Company or any
of its Subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries
has retained or assumed either contractually or by operation of law; and (iii) to the Company’s Knowledge, there are no past
or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission,
discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of any Environmental
Law or form the basis of a potential Environmental Claim against the Company or any of its Subsidiaries or against any person or
entity whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually
or by operation of law.


 






    	 	16	 



     


    

 


(x)       The
Company and its Subsidiaries each (i) have timely filed, or duly obtained extensions of the time for filing, all necessary federal,
state, local and foreign tax returns and all such returns were true, complete and correct, (ii) have paid all federal, state, local
and non-U.S. taxes due and payable for which it is liable, including, without limitation, all sales and use taxes and all taxes
which the Company or any of its Subsidiaries is obligated to withhold from amounts owing to employees, creditors and third parties,
other than, in each case, any taxes which the Company or any of its Subsidiaries is contesting in good faith and (iii) do not have
any tax deficiency that has been assessed or, to its Knowledge, proposed against any of them, except those, in each of the cases
described in clauses (i), (ii) and (iii) of this paragraph (gg), that would not, singularly or in the aggregate, have a Material
Adverse Effect. The Company and its Subsidiaries have not engaged in any “reportable transaction” within the meaning
of Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b). The accruals and reserves on the books and records
of the Company and its Subsidiaries in respect of tax liabilities for any taxable period not yet finally determined are adequate
in accordance with GAAP to meet any assessments and related liabilities for any such period, and since December 31, 2015, the Company
and its Subsidiaries have not incurred any liability for taxes other than in the ordinary course.


 


(y)       
The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is adequate
for the conduct of their respective businesses and the value of their respective properties and as is customary for companies engaged
in similar businesses in similar industries. Neither the Company nor any of its Subsidiaries has any reason to believe that it
will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. All policies
of insurance owned by the Company or any of its Subsidiaries are, to the Company’s Knowledge, in full force and effect and
the Company and its Subsidiaries are in compliance in all material respects with the terms of such policies. Neither the Company
nor any of its Subsidiaries has received written notice from any insurer, agent of such insurer or the broker of the Company or
any of its Subsidiaries that any material capital improvements or any other material expenditures (other than premium payments)
are required or necessary to be made in order to continue such insurance. None of the Company or any of its Subsidiaries insures
risk of loss through any captive insurance, risk retention group, reciprocal group or by means of any fund or pool of assets specifically
set aside for contingent liabilities other than as described in the SEC Reports.


 






    	 	17	 



     


    

 


(z)       
The Company and each of its Subsidiaries maintains a system of internal control over financial reporting (as such term is defined
in Rule 13a-15 of the General Rules and Regulations under the Exchange Act (the “Exchange Act Rules”)) that
complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and
principal financial officer, or under their supervision, to provide reasonable assurances 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 accountability for assets; (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 existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as
described in the SEC Reports, since the end of the Company’s most recent audited fiscal year, there has been (A) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the
Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect,
the Company’s internal control over financial reporting. The Company’s internal control over financial reporting is
overseen by the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) in accordance
with the Exchange Act Rules. The Company has not publicly disclosed or reported to the Audit Committee or to the Board any material
weakness, change in internal control over financial reporting or fraud involving management or other employees who have a significant
role in the internal control over financial reporting (each an “Internal Control Event”), any violation of,
or failure to comply with, the U.S. Securities Laws, or any matter which if determined adversely, would have a Material Adverse
Effect.


 


(aa)A member of the
Audit Committee has confirmed to the Chief Executive Officer or Chief Financial Officer that, except as set forth in the SEC Reports,
the Audit Committee is not reviewing or investigating, and neither the Company’s independent auditors nor its internal auditors
have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of or changing
the Company’s disclosure with respect to, any of the Company’s material accounting policies, (ii) any matter which
could result in a restatement of the Company’s financial statements for any annual or interim period during the current or
prior three fiscal years, or (iii) any Internal Control Event.


 


(bb)The Company maintains
disclosure controls and procedures (as such is defined in Rule 13a-15 of the Exchange Act Rules) that comply with the requirements
of the Exchange Act; such disclosure controls and procedures have been designed to ensure that information required to be disclosed
by the Company with respect to itself and its Subsidiaries in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company has
utilized such controls and procedures in preparing and evaluating the disclosures in the SEC Reports. The Company’s certifying
officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period
covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as
such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.


 






    	 	18	 



     


    

 


(cc) There is no
franchise agreement, lease, contract, or other agreement or document required by the Securities Act or by the Rules and Regulations
to be described in the SEC Reports or to be filed as an exhibit thereto which is not so described or filed therein as required;
and all descriptions of any such franchise agreements, leases, contracts, or other agreements or documents contained in the SEC
Reports are accurate and complete descriptions of such documents in all material respects. Other than as described in the SEC Reports,
no such franchise agreement, lease, contract or other agreement has been suspended or terminated for convenience or default by
the Company or any of the other parties thereto, and neither the Company nor any of its Subsidiaries has received notice of and
the Company does not have Knowledge of any such pending or threatened suspension or termination.


 


(dd)No relationship,
direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders (or analogous
interest holders), customers or suppliers of the Company or any of its affiliates on the other hand, which is required to be described
in the SEC Reports which is not so described.


 


(ee)Other than each
of the Purchasers pursuant to the Registration Rights Agreement or as set forth in the SEC Reports, no Person has any right to
cause the Company to effect the registration under the Securities Act of any securities of the Company.


 


(ff)Other than Jefferies
LLC, in its role as financial advisor to the Company, no person or entity will have, as a result of the transactions contemplated
by the Transaction Documents, any valid right, interest or claim against or upon the Company or a Purchaser for any commission,
fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.
The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons
for fees of a type contemplated in this paragraph pursuant to any agreement to which the Company is a party that may be due in
connection with the transactions contemplated by the Transaction Documents.


 


(gg)Except as described
in the SEC Reports, no Subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or other
instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on
such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or
from transferring any of such Subsidiary’s properties or assets to the Company or any other Subsidiary of the Company.


 


(hh)No forward-looking
statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in the SEC Reports
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 


(ii) The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d)
of the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on the
Principal Trading Market, and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating
the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Principal Trading Market, nor
has the Company received any notification that the Commission or the Financial Industry Regulatory Authority, Inc. is contemplating
terminating such registration or listing. The Company is in compliance with all listing and maintenance requirements of the Principal
Trading Market on the date hereof. Upon receipt of the Stockholder Consent contemplated by Section 4.16, the issuance of
the Securities in the manner and on the terms contemplated by the Transaction Documents will not violate the rules of the Principal
Trading Market.


 



    	 	19	 



     


    

 





(jj)Neither the Company
nor any of its Subsidiaries nor, to the Company’s Knowledge, any employee or agent of the Company or any Subsidiary, has
(i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political
activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political
parties or campaigns from corporate funds, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended
or (iv) made any other unlawful payment.


 


(kk)There are no
transactions, arrangements or other relationships between and/or among the Company, any of its affiliates (as such term is defined
in Rule 405 of the Rules and Regulations) and any unconsolidated entity, including, but not limited to, any structured finance,
special purpose or limited purpose entity that could reasonably be expected to materially affect the Company’s liquidity
or the availability of or requirements for its capital resources required to be described in the SEC Reports which have not been
described as required.


 


(ll) There are no
outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of
indebtedness by the Company or any of its Subsidiaries to or for the benefit of any of the officers or directors of the Company,
any of its Subsidiaries or any of their respective family members. All transactions by the Company with office holders or control
persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers
thereof, if and to the extent required under U.S. law.


 


(mm)The statistical
and market related data included in the SEC Reports are based on or derived from sources that the Company believes to be reliable
and accurate in all material respects and such data agree with the sources from which they are derived.


 


(nn)  The operations of the Company and its subsidiaries are and have been conducted at all times in compliance in all material respects
with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending, or to
the Company’s Knowledge, threatened.


 


(oo)  Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any director, officer, agent, employee or
affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign
Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use
the net proceeds from the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to
any U.S. sanctions administered by OFAC.


 






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(pp) The Company
and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions
contemplated hereby to occur on the Closing Date, will not be Insolvent (as defined below). For purposes of this paragraph, “Insolvent”
means, with respect to any person, (i) the present fair saleable value of such person’s assets is less than the amount required
to pay such person’s total Indebtedness, (ii) such person is unable to pay its debts and liabilities, subordinated, contingent
or otherwise, as such debts and liabilities become absolute and matured, (iii) such person intends to incur or believes that it
will incur debts that would be beyond its ability to pay as such debts mature or (iv) such person has unreasonably small capital
with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 


(qq)To the knowledge
of the Company, and except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company’s
manufacturing facilities and operations are in compliance with applicable regulations of the FDA, including current Good Manufacturing
Practices.


 


(rr)The Company has
filed all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act, including
pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (the foregoing materials, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension, except where the failure to file on a
timely basis would not have or reasonably be expected to result in a Material Adverse Effect (including, for this purpose only,
any failure to qualify to register the Shares and the Warrant Shares for resale on Form S-3 if then required by the Registration
Rights Agreement, or which would prevent any Purchaser from using Rule 144 to resell any Securities due to the current public
information requirements thereof). As of their respective filing dates, or to the extent corrected by a subsequent amendment or
restatement, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act
and the rules and regulations of the Commission promulgated thereunder, as applicable, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company
has never been an issuer subject to Rule 144(i) under the Securities Act. Since the date of the financial statements included its
last periodic SEC Report filed with the Commission, and up to and including the date hereof, and other than as disclosed in the
SEC Reports, neither the Company nor any of its Subsidiaries has (i) issued or granted any securities other than options to purchase
common stock pursuant to the Company’s stock option plan, (ii) incurred any material liability or obligation, direct or contingent,
other than liabilities and obligations which were incurred in the ordinary course of business, (iii) entered into any material
transaction other than in the ordinary course of business, or (iv) declared or paid any dividend on its capital stock.





 





(ss)Assuming the
accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of this Agreement and the accuracy
of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no registration under the Securities
Act is required for the offer and sale of the Securities by the Company to the Purchasers under the Transaction Documents. Upon
receipt of the Stockholder Consent, the issuance and sale of the Securities hereunder will not contravene the rules and regulations
of the Principal Trading Market.


 






    	 	21	 



     


    

 


(tt)The Company and
the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition,
business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision
under the Company's charter documents or the laws of its state of incorporation that is or could reasonably be expected to become
applicable to any of the Purchasers solely as a result of the Purchasers and the Company fulfilling their obligations or exercising
their rights under the Transaction Documents, including, without limitation, the Company's issuance of the Securities and the Purchasers'
ownership of the Securities.


 


(uu)The Company confirms
that it has not provided, and to the Company’s Knowledge, none of its officers or directors nor any other Person acting on
its or their behalf has provided, any Purchaser, other than the Lead Purchaser and its Affiliates, or such Purchaser’s respective
agents or counsel with any information that it believes constitutes material, non-public information except insofar as the existence,
provisions and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information, which
information will be disclosed by the Company in the Press Release and/or Current Report on Form 8-K contemplated by Section
4.5 hereof. The Company understands and confirms that the Purchasers, other than the Lead Purchaser and its Affiliates, will
rely on the foregoing representations in effecting transactions in securities of the Company.


 


(vv)Assuming the
accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, none of the Company, its Subsidiaries
nor, to the Company’s Knowledge, any Person acting on their behalf has, directly or indirectly, at any time within the past
six (6) months, made any offers or sales of any Company security or solicited any offers to buy any security under circumstances
that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection
with the offer and sale by the Company of the Securities as contemplated hereby or (ii) cause the offering of the Securities pursuant
to the Transaction Documents to be integrated with prior offerings by the Company for purposes of any applicable law, regulation
or stockholder approval provisions, including, without limitation, under the rules and regulations of any Trading Market on which
any of the securities of the Company are listed or designated.


 


(yy)Neither the Company
nor, to the Company’s Knowledge, any person acting on behalf of the Company has offered or sold any of the Securities by
any form of general solicitation or general advertising.


 


(ww)The Company acknowledges
and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the
Transaction Documents and the transactions contemplated hereby and thereby.  The Company further acknowledges that no Purchaser
is 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 thereby and any advice given by any Purchaser or any of their respective representatives or agents
in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’
purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into
this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated
hereby by the Company and its representatives.


 



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(xx)The Company has
not, and to the Company’s Knowledge, neither its directors or officers nor any person acting on its behalf has (i) taken,
directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased or paid any compensation
for soliciting purchases of, any securities of the Company in violation of Regulation M under the Exchange Act or (iii) paid or
agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.


 


(yy)None of the Company,
any predecessor or affiliated issuer of the Company nor, to the Company’s Knowledge, any director or executive officer of
the Company or any promoter connected with the Company in any capacity, is subject to any of the “bad actor” disqualifications
within the meaning of Rule 506(d) under the Securities Act, except for a disqualification event covered by Rule 506(d)(2) or (d)(3).


 


(zz)The Baseline
Cash Flow Projection Through Q2 2019 of the Company that was provided to the Purchasers in the Company’s electronic data
room created in connection with the offering of Securities contemplated by this Agreement (the “Cash Flow Projection”)
has been prepared by the Company in good faith. To the Knowledge of the Company, there is nothing that would cause such Cash Flow
Projection to conflict with the Company’s books and records. The assumptions used in preparation of such Cash Flow Projection
were fair and reasonable when made and continue to be fair and reasonable on the date hereof. The Company makes no representations
with regard to the Cash Flow Projection, including the expenses of the Company after the date hereof, other than those set forth
in this Section 3.1(zz).


 


3.2       Representations
and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as
of the date hereof and as of the Closing Date to the Company as follows:


 


(a)       Organization;
Authority. Except as to any Purchaser who is a natural person, such Purchaser is an entity duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and
authority to enter into and to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to
carry out its obligations hereunder and thereunder, and the execution and delivery of each of the Transaction Documents to which
it is a party and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary
corporate or other action on the part of such Purchaser. Each of the Transaction Documents to which it is a party has been duly
executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the legal,
valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 



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


 


(c)       Investment
Intent. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law, and such Purchaser is acquiring the Shares and the Warrants and,
upon exercise of the Warrants, will acquire the Warrant Shares issuable upon exercise thereof, as principal for its own account
and not with a view to, or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities laws, provided, however, that, except to the extent provided in the Lock-Up Agreement,
by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum period of time
and reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell
or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities
Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Such Purchaser
is acquiring the Securities hereunder for such Purchaser’s own account and, if such Purchaser is an entity, in the ordinary
course of its business, and not with a view to the resale or any distribution of any part thereof in violation of the Securities
Act, and such Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same
in violation of the Securities Act. Such Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an
entity engaged in a business that would require it to be so registered as a broker-dealer.


 


(d)       Purchaser
Status. At the time such Purchaser was offered the Securities, it was, at the date hereof it is, and on each date on which
it exercises the Warrants it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act.


 


(e)       
Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk
of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(f)       Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the SEC Reports and has been afforded
(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities;
(ii) access to information about the Company, its Subsidiaries and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf
of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser's right to rely on the truth,
accuracy and completeness of the Disclosure Materials and the Company's representations and warranties contained in the Transaction
Documents. Such Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision
with respect to its acquisition of the Securities.


 



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(g)Certain Trading
Activities. Other than with respect to the transactions contemplated herein, since the time that such Purchaser was first contacted
by the Company or any other Person regarding the transactions contemplated hereby, neither the Purchaser nor any Affiliate of such
Purchaser which (x) had knowledge of the transactions contemplated hereby, (y) has or shares discretion relating to such Purchaser’s
investments or trading or information concerning such Purchaser’s investments, including in respect of the Securities, and
(z) is subject to such Purchaser’s review or input concerning such Affiliate’s investments or trading (collectively,
“Trading Affiliates”) has directly or indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with such Purchaser or Trading Affiliate, effected or agreed to effect any purchases or sales of the securities of
the Company (including, without limitation, any Short Sales involving the Company’s securities). Notwithstanding the foregoing,
in the case of a Purchaser and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank or vehicle
whereby separate portfolio managers manage separate portions of such Purchaser's or Trading Affiliate’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's
or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets
managed by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than
to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection
with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of
doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification
of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the
future.


 


(h)       Brokers
and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement,
arrangement or understanding entered into by or on behalf of the Purchaser.


 


(i)       Independent
Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Securities pursuant
to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business
and/or legal counsel in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials
presented by or on behalf of the Company to the Purchaser in connection with the purchase of the Securities constitutes legal,
tax or investment advice. Such Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion, has
deemed necessary or appropriate in connection with its purchase of the Securities.


 



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


 


(k)       No
Governmental Review. Such Purchaser 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.


 


(l)       Regulation
M. Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common
Stock and other activities with respect to the Common Stock by the Purchasers.


 


(m)       Residency.
Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Securities
was made (if an entity) is or are located at the address immediately below such Purchaser’s name on its signature page hereto.


 


(n)       Bad
Actor Disqualification. If such Purchaser is an officer of the Company or beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, such Purchaser is not subject to any of the “bad actor” disqualifications within
the meaning of Rule 506(d) under the Securities Act, except for a disqualification event covered by Rule 506(d)(2) or (d)(3).


 


(o)       Accuracy
of Accredited Investor Questionnaire. The Accredited Investor Questionnaire delivered by such Purchaser in connection with
this Agreement is complete and accurate in all respects as of the date of this Agreement, and such Accredited Investor Questionnaire
and the Selling Stockholder Questionnaire delivered to the Company by such Purchaser will be complete and accurate as of the Closing
Date and the Effective Date; provided, that such Purchaser shall be entitled to update such information by providing written notice
thereof to the Company.


 


The Company and each
of the Purchasers acknowledge and agree that no party to this Agreement has made or makes any representations or warranties with
respect to the transactions contemplated hereby other than those specifically set forth in this Article III and the Transaction
Documents.


 


 



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ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1       Transfer
Restrictions.


 


(a)       Compliance
with Laws. Notwithstanding any other provision of this Article IV, each Purchaser covenants that the Securities may
be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities
Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities
other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided
that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation
letters) that the securities may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge as contemplated in
Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected
by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory
to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the
Registration Rights Agreement and shall have the rights of a Purchaser under this Agreement and the Registration Rights Agreement
with respect to such transferred Securities.


 


(b)       Legends.
Book entry notations evidencing the Securities shall bear any legend as required by the “blue sky” laws of any state
and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c):


 


NEITHER THESE SECURITIES NOR
THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING,
THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
SECURITIES WITH A REGISTERED BROKER-DEALER OR WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED
IN RULE 501(a) UNDER THE SECURITIES ACT .


 






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The Company acknowledges
and agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Securities
in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan.
Such a pledge would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee,
secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection
with a subsequent transfer or foreclosure following default by the Purchaser transferee of the pledge. No notice shall be required
of such pledge, but Purchaser’s transferee shall promptly notify the Company of any such subsequent transfer or foreclosure.
Each Purchaser acknowledges that the Company shall not be responsible for any pledges relating to, or the grant of any security
interest in, any of the Securities or for any agreement, understanding or arrangement between any Purchaser and its pledgee or
secured party. At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation
as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder following the Effective Date.
Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Securities subject to a
pledge or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section
4.1(b) and be subject to the restrictions on transfer set forth in Section 4.1(a).


 


(c) Removal
of Legends. The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue a certificate
(or uncertificated security) without such legend or any other legend to the holder (to the extent such holder is not an “affiliate”
of the Company as such term is defined under Rule 144 of the Securities Act) of the applicable Securities upon which it is stamped
if (i) such Securities are registered for resale under the Securities Act (provided that, if
the Purchaser is selling pursuant to the effective registration statement registering the Securities for resale, the
Purchaser agrees to only sell such Securities during such time that such registration
statement is effective and not withdrawn or suspended, and only as permitted by such registration statement), and,
in the case of Purchasers who are Affiliates of the Company, sold pursuant to an effective registration statement, (ii) such Securities
are sold or transferred pursuant to Rule 144, or (iii) other than with respect to Affiliates of the Company, such Securities are
eligible for sale under Rule 144 without the requirement for the Company to be in compliance with the current public information
required under Rule 144 as to such securities. Subject to the above qualifications, following the earlier of (i) the Effective
Date or (ii) Rule 144 becoming available for the resale of Securities, without the requirement for the Company to be in compliance
with the current public information required under Rule 144 as to such securities, the Company shall cause Company Counsel to
issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions. Any fees (with respect
to the Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend
shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required (in which
case a Purchaser shall also be required to provide reasonable assurances in the form of seller and, if applicable, broker representation
letters) for certain Securities, the Company will no later than three (3) Trading Days (or, if the date of this Agreement is on
or after September 5, 2017, within two (2) Trading Days after the Closing) following the delivery by a Purchaser to the Company
(with notice to the Company) of (i) a legended certificate representing the Shares or Warrant Shares (endorsed or with stock powers
attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer) or book entry position
representing the Shares or Warrant Shares or (ii) an Exercise Notice in the manner stated in any Warrants to effect the exercise
of such Warrants in accordance with their terms, and an opinion of counsel to the extent required by Section 4.1(a) (such
3rd or 2nd Trading Day, as the case may be, the “Legend Removal Date”), deliver or cause
to be delivered to such Purchaser a certificate or book entry position representing such Securities free from all restrictive
and other legends. The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge
the restrictions on transfer set forth in this Section 4.1(c). Certificates for Shares and Warrant Shares subject to legend
removal hereunder may be transmitted by the Transfer Agent to the Purchasers by crediting the account of the Purchaser’s
prime broker with the Depository Trust Company as directed by such Purchaser. Each Purchaser covenants that, following the Legend
Removal Date, such Purchaser will only sell or otherwise transfer any Registrable Securities that it then owns pursuant to the
Registration Statement (provided that it is then effective and available for use) or pursuant to Rule 144 (provided that it is
then available to such holder) or another exemption from the registration requirements of the Securities Act then available to
such Purchaser.


 






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(d)Irrevocable Transfer Agent
Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any subsequent transfer agent,
in the form of Exhibit C attached hereto (the “Irrevocable Transfer Agent Instructions”). The Company
represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
4.1(d) (or instructions that are consistent therewith) will be given by the Company to its transfer agent in connection with
this Agreement, and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to
the extent provided in this Agreement and the other Transaction Documents and applicable law. The Company acknowledges that a breach
by it of its obligations under this Section 4.1(d) will cause irreparable harm to a Purchaser. Accordingly, the Company
acknowledges that the remedy at law for a breach of its obligations under this Section 4.1(d) will be inadequate and agrees,
in the event of a breach or threatened breach by the Company of the provisions of this Section 4.1(d), that a Purchaser
shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.


 


(e) Acknowledgement.
Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Securities or any interest therein without complying with the requirements of the Securities Act. While the Registration
Statement remains effective, each Purchaser hereunder may sell the Shares and Warrant Shares in accordance with the plan of distribution
contained in the Registration Statement and if it does so it will comply therewith and with the related prospectus delivery requirements
unless an exemption therefrom is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if
it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares and the
Warrant Shares is not effective or that the prospectus included in such Registration Statement no longer complies with the requirements
of Section 10 of the Securities Act, the Purchaser will refrain from selling such Shares and/or Warrant Shares until such time
as the Purchaser is notified by the Company that such Registration Statement is effective or such prospectus is compliant with
Section 10 of the Securities Act, unless such Purchaser is able to, and does, sell such Shares and/or Warrant Shares pursuant to
an available exemption from the registration requirements of Section 5 of the Securities Act. Both the Company and its Transfer
Agent, and their respective directors, officers, employees and agents, may rely on this Section 4.1(e) and each Purchaser
hereunder will indemnify and hold harmless each of such persons from any breaches or violations of this Section 4.1(e).


 






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(f)  Buy-In.
If the Company shall fail for any reason or for no reason to issue to a Purchaser unlegended shares of Common Stock within three
(3) Trading Days (or, if the date of this Agreement is on or after September 5, 2017, within two (2) Trading Days) of receipt of
all documents necessary for the removal of the legend set forth above (the “Deadline Date”), then, in addition
to all other remedies available to such Purchaser, if on or after the Trading Day immediately following such three (3) Trading
Day period (or, if the date of this Agreement is on or after September 5, 2017, within two (2) Trading Days), such Purchaser purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the holder of shares
of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive legend (a “Buy-In”),
then the Company shall, within three (3) Trading Days (or, if the date of this Agreement is on or after September 5, 2017, within
two (2) Trading Days) after such Purchaser’s request and in such Purchaser’s sole discretion, either (i) pay cash to
the Purchaser in an amount equal to such Purchaser’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver
such shares of Common Stock shall terminate, or (ii) promptly honor its obligation to deliver to such Purchaser such shares of
Common Stock and pay cash to the Purchaser in an amount equal to the excess (if any) of the Buy-In Price over the product of (a)
such number of shares of Common Stock, times (b) the Closing Bid Price on the Deadline Date.


 


4.2      Reservation
of Common Stock. The Company shall take all action necessary to at all times have authorized, and reserved for the purpose
of issuance from and after the Closing Date, the number of shares of Common Stock issuable upon exercise of the Warrants issued
at the Closing (without taking into account any limitations on exercise of the Warrants set forth in the Warrants).


 


4.3     Furnishing
of Information. In order to enable the Purchasers to sell the Securities under Rule 144, for a period of twelve (12) months
from the Closing, the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to
the Exchange Act. During such twelve (12) month period, if the Company is not required to file reports pursuant to the Exchange
Act, it will use commercially reasonable efforts to prepare and furnish to the Purchasers and make publicly available in accordance
with Rule 144(c) such information as is required for the Purchasers to sell the Securities under Rule 144.


 


4.4      Integration.
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell,
offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities
Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities
for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing
of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 






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4.5      Securities
Laws Disclosure; Publicity. The Company shall (a) by 9:00 A.M., New York City time, on the Trading Day immediately following
the date hereof, issue a press release (the “Press Release”) disclosing all material terms of the transactions
contemplated hereby, and (b) furnish to and/or file with the Commission a Current Report on Form 8-K describing the terms of the
Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents (including,
without limitation, this Agreement, the form of Warrant and the Registration Rights Agreement)) within the time required by the
Exchange Act. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or an Affiliate
of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the
Commission (other than the Registration Statement) or any regulatory agency or Trading Market, without the prior written consent
of such Purchaser, except (i) as required by federal securities laws in connection with (A) any registration statement contemplated
by the Registration Rights Agreement and (B) the filing of final Transaction Documents (including signature pages thereto) with
the Commission and (ii) to the extent such disclosure is required by law, request of the Staff of the Commission or Trading Market
regulations. From and after the issuance of the Press Release, no Purchaser shall be in possession of any material, non-public
information received from the Company, its Subsidiaries or any of their respective officers, directors, employees or agents, that
is not disclosed in the Press Release unless a Purchaser shall have executed a written agreement regarding the confidentiality
and use of such information. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are required to be publicly disclosed by the Company as described in this Section
4.5, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including
the existence and terms of this transaction).


 


4.6       Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in either case solely by virtue
of receiving Securities under the Transaction Documents or under any other written agreement between the Company and the Purchasers;
provided, however, that no such Purchaser owns any equity in the Company prior to its purchase of the Securities hereunder.


 


4.7       Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
including this Agreement, or as expressly required by any applicable securities law, the Company covenants and agrees that neither
it, nor any other Person acting on its behalf, will provide any Purchaser or its agents or counsel with any information regarding
the Company that the Company believes constitutes material non-public information without the express written consent of such Purchaser,
unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information.
The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in
securities of the Company.


 



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4.8       Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder primarily for the development
of its current pipeline and related general corporate purposes in furtherance of the Company’s business model as described
in the SEC Reports, and shall not use such proceeds for any other purpose.


 


4.9       Indemnification
of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser
and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Person with a functionally equivalent role of a Person holding
such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
a Purchaser in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate
of such Purchaser, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based
upon a breach of such Purchaser’s representations, warranties or covenants under the Transaction Documents or any agreements
or understandings such Purchaser may have with any such stockholder or any violations by the Purchaser of state or federal securities
laws or any conduct by such Purchaser which constitutes fraud, gross negligence, willful misconduct or malfeasance). Promptly
after receipt by any Person (the “Indemnified Person”) of notice of any demand, claim or circumstances which
would or might give rise to a claim or the commencement of any action, proceeding or investigation in respect of which indemnity
may be sought pursuant to this Section 4.9, such Indemnified Person shall promptly notify the Company in writing and the
Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Person,
and shall assume the payment of all fees and expenses; provided, however, that the failure of any Indemnified Person so to notify
the Company shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially
prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified
Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense
of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the
reasonable judgment of counsel to such Indemnified Person, representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. The Company shall not be liable for any settlement of any proceeding
effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned, or to the extent
fees and costs incurred pursuant to this Section 4.9 are attributable to the Indemnified Person’s breach of any of
the representations, warranties covenants or agreements made by the Purchasers in this Agreement or the other Transaction Documents.
Without the prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned,
the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement
includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding.


 






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4.10       Principal
Trading Market Listing. In the time and manner required by the Principal
Trading Market, the Company shall prepare and file with such Principal Trading Market an additional shares listing application
covering all of the Shares and Warrant Shares and shall use its commercially reasonable efforts to take all steps necessary to
cause all of the Shares and Warrant Shares to be approved for listing on the Principal Trading Market as promptly as possible thereafter.



 


4.11       Form D;
Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D
and to provide a copy thereof, promptly upon the written request of any Purchaser. The Company, on or before the Closing Date,
shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for or to qualify
the Securities for sale to the Purchasers under applicable securities or “Blue Sky” laws of the states of the United
States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written
request of any Purchaser.


 


4.12       Delivery
of Warrants After Closing. The Company shall deliver, or cause to be delivered, in physical form the respective Warrants purchased
by each Purchaser to such Purchaser within three (3) Trading Days of the Closing Date (or, if the date of this Agreement is on
or after September 5, 2017, within two (2) Trading Days after the Closing).


 


4.13       Short
Sales and Confidentiality After the Date Hereof. Such Purchaser shall not, and shall cause its Trading Affiliates not
to, engage, directly or indirectly, in any transactions in the Company’s securities (including, without limitation, any Short
Sales involving the Company’s securities) during the period from the date hereof until the earlier of such time as (i) the
transactions contemplated by this Agreement are first publicly announced as required by and described in Section 4.5 or
(ii) this Agreement is terminated pursuant to Section 6.18. Notwithstanding the foregoing, no Purchaser makes any representation,
warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions
contemplated by this Agreement are first publicly announced as described in Section 4.5; provided, however, each
Purchaser agrees, severally and not jointly with any Purchasers, that they will not enter into any Net Short Sales (as hereinafter
defined) from the period commencing on the Closing Date and ending on the earliest of (x) the Effective Date of the initial Registration
Statement, or (y) the date that such Purchaser no longer holds any Securities. For purposes of this Section 4.13, a “Net
Short Sale” by any Purchaser shall mean a sale of Common Stock by such Purchaser that is marked as a short sale and that
is made at a time when there is no equivalent offsetting long position in Common Stock held by such Purchaser. Notwithstanding
the foregoing, in the event that a Purchaser is a multi-managed investment vehicle whereby separate portfolio managers manage separate
portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the
portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall apply only with
respect to the portion of assets managed by the portfolio manager that have knowledge about the financing transaction contemplated
by this Agreement. Moreover, notwithstanding the foregoing, in the event
that a Purchaser has sold Securities pursuant to Rule 144 prior to the Effective Date of the initial Registration Statement and
the Company has failed to deliver unlegended shares of Common Stock prior to the settlement date for such sale (assuming that such
certificates or book entry positions meet the requirements set forth in Section 4.1(c) for the removal of legends), the
provisions of this Section 4.13 shall not prohibit the Purchaser from entering into Net Short Sales for the purpose of delivering
shares of Common Stock in settlement of such sale. Each Purchaser understands and
acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that covering
a short position established prior to effectiveness of a resale registration statement with shares included in such registration
statement would be a violation of Section 5 of the Securities Act, as set forth in Compliance and Disclosure Interpretation No.
239.10 with respect to the Securities Act Section 5, dated Nov. 26, 2008, compiled by the Commission’s Division of Corporation
Finance.


 



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4.14       Company
Lock-Up. From the date hereof until (i) the Effective Date or (ii), if the Lock-Up Agreements are no longer in effect, the
date that is thirty (30) days after the Effective Date, the Company shall not issue shares of Common Stock or Common Stock Equivalents;
provided, however, the thirty (30) day period set forth in clause (ii) shall be extended for the number of Trading Days during
such period in which (a) trading in the Common Stock is suspended by any Trading Market, or (b) following the Effective Date, the
Registration Statement is not effective or the prospectus included in the Registration Statement may not be used by the Purchasers
for the resale of the Shares or the Warrant Shares. Notwithstanding the foregoing, in no event shall this Section 4.14 prohibit
the Company from issuing (i) shares of Common Stock or Warrants hereunder, or Warrant Shares upon the exercise of the Warrants;
(ii) issuing Common Stock and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities,
each pursuant to any director or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company
in effect on the date hereof; (iii) issuing Common Stock pursuant to the conversion of securities, including preferred stock and
non-voting common stock, or the exercise of warrants, which securities or warrants are outstanding on the date hereof; or (iv)
issuing Common Stock and warrants to purchase Common Stock pursuant to a financing pursuant to Section 4.19.


 


4.15       Confidentiality.
The Company and the Lead Purchaser (each a “Party” and collectively the “Parties”), to protect
the confidentiality of certain information of the Parties to be disclosed solely for use in connection with the business and investment
relationship between the Parties as contemplated by this Agreement (the “Permitted Use”), and except as specified
elsewhere or otherwise subject to another confidentiality agreement and/or provision, agree that at all times, and notwithstanding
any termination or expiration of this Agreement, to hold in strict confidence and not disclose to any third party any Confidential
Information (as defined below) of the other Party, except as approved in writing by the other Party, and agree to use the Confidential
Information of the other Party for no purpose other than the Permitted Use, until there is no longer a person who was a Lead Purchaser
Nominee serving as a member (or observer) of the Board. Lead Purchaser Nominee shall be permitted to share the Confidential Information
with the Lead Purchaser, including all employees and agents thereof, consistent with this Section 4.15 and their respective obligations
under the federal securities laws.


 


(a)       As
used herein, the “Confidential Information” of a Party means any and all technical and non-technical information disclosed
by such Party to the other Party, other than any portion of such information that:


 



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(i)       was
in the public domain at the time it was disclosed to the other Party;


 


(ii)       was
publicly disclosed by the Company or otherwise entered the public domain subsequent to the time it was disclosed to the other Party,
through no fault of the other Party;


 


(iii)       was
in the other Party’s possession free of any obligation of confidence at the time it was disclosed to the other Party;


 


(iv)       was
rightfully communicated to the other Party free of any obligation of confidence subsequent to the time it was disclosed to the
other Party; or


 


(v)       was
developed by employees or agents of the other Party who had no access to any Confidential Information.


 


(b)       Notwithstanding
the above, a Party may disclose certain Confidential Information of the other Party, without violating the obligations of this
Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction.


 


4.16       Stockholder
Consent. The Company shall use its best efforts to obtain the consent of its stockholders required by the Principal Trading
Market (the “Stockholder Consent”) as soon as practicable after the date hereof and in any case shall take all
action necessary to call a meeting of its stockholders (the “Stockholders Meeting”) to take place within 90
days (or within 110 days in the event the Commission reviews the Company’s proxy statement for soliciting Stockholder Consent)
hereof for the purpose of seeking approval of the Company’s stockholders for the issuance and sale of the Securities to the
Purchasers (the “Proposal”).


 


4.17       Lead
Purchaser Nominee. Upon the Closing and so long thereafter as Lead Purchaser shall beneficially own 10% or more of the total
number of shares of Common Stock outstanding, the Lead Purchaser shall have the right (but not the obligation) pursuant to this
Agreement to nominate to the Board of Directors one (1) director, and the Company shall include, and shall use its best efforts
to cause the Board of Directors, whether acting through the Nominating and Corporate Governance Committee of the Board of Directors
or otherwise, to include, in the slate of nominees recommended to stockholders of the Company (the “Stockholders”)
for election as a director at the next annual or special meeting of the Stockholders (or, if permitted, by any action by written
consent of the Stockholders) at or by which directors of the Company are to be elected, the one individual, if any, identified
in advance of such meeting to the Company by the Lead Purchaser (the “Lead Purchaser Nominee”). In the event
that the Lead Purchaser shall not have nominated a Lead Purchaser Nominee by such date, then the Lead Purchaser shall have the
right, at any time thereafter, to nominate a Lead Purchaser Nominee, in which case the directors shall take all necessary corporate
action to (a) increase the size of the Board as required to enable the Lead Purchaser to so nominate such Lead Purchaser Nominee
and (b) designate such Lead Purchaser Nominee to fill such newly created vacancies. In all instances the Lead Purchaser shall give
the Company at least five (5) Business Days’ advance written notice of the Lead Purchaser Nominee and shall provide the Company
the opportunity to discuss any potential Lead Purchaser Nominees with Lead Purchaser prior to nomination. The Lead Purchaser shall
take such discussion under advisement, but shall have no obligation to modify its nomination as a result of such discussion. Vacancies
arising through the death, resignation or removal of any Lead Purchaser Nominee who was nominated to the Board pursuant to this
section may be filled by the Board only with a Lead Purchaser Nominee, and the director so chosen shall hold office until the next
election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.
Notwithstanding the foregoing, the Lead Purchaser shall not be entitled to designate a Person as a nominee to the Board upon a
written determination by the Nominating and Corporate Governance Committee of the Company (which determination shall set forth
in writing reasonable grounds for such determination) that such Person would not be qualified under any applicable law, rule or
regulation to serve as a director of the Company. In such an event, the Lead Purchaser shall be entitled to select a Person as
a replacement nominee and the Company shall use its best efforts to cause such Person to be nominated as the Lead Purchaser Nominee
at the same meeting (or, if permitted, pursuant to the same action by written consent of the Stockholders) as such initial Person
who was to nominated as the Lead Purchaser Nominee. Other than with respect to the issue set forth in the preceding sentence, neither
the Company nor any other party to this Agreement shall have the right to object to any Lead Purchaser Nominee. In the event that
the Lead Purchaser shall cease to have the right to designate a person to serve as a director pursuant to this section, the Lead
Purchaser shall use its best efforts to cause the applicable Lead Purchaser Nominee to resign immediately.


 






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4.18       Further
Adjustments. If, subsequent to the execution of this Agreement and on or prior to December 31, 2017, the Company completes
one or more equity financings (whether effected through a sale of Common Stock or any other class of Company’s capital stock,
or any securities convertible thereinto or exchangeable therefor, each a “Subsequent Financing”) of whatever
size, including any financings contemplated by Section 4.19 (i) at a price per share of Common Stock or implied price per
share of Common Stock less than the Purchase Price, the Company shall rebate to each Purchaser party to this Agreement prior to
the date of such transaction in cash the difference between the Purchase Price and the price per share of Common Stock sold in
such other transaction multiplied by the number of shares of Common Stock acquired by such Purchaser pursuant hereto; (ii) with
a ratio of shares of Common Stock issuable upon warrants purchased in connection therewith at a ratio higher than that agreed to
pursuant to this Agreement, the Company shall issue to each Purchaser party to this Agreement prior to the date of such transaction
(without additional consideration) warrants to purchase such incremental number of shares of Common Stock equal to the difference
between the ratios and on terms otherwise consistent with such newly issued warrants; and (iii) on other terms superior to those
agreed to hereby, the Company shall make equitable adjustment in favor of the Purchasers party to this Agreement prior to the date
of such transaction to provide to such Purchasers consideration or other adjustment such that the Purchasers are in at least as
good a position as purchasers in such Subsequent Financing as if they had participated in such Subsequent Financing in the amount
of their commitment hereunder.


 


4.19       Subsequent
Equity Sales. If, subsequent to the execution of this Agreement and on or prior to June 30, 2018, the Company consummates any
one Subsequent Financing, then the Lead Purchaser shall be obligated to purchase in such Subsequent Financing an amount of securities
sold in such offering equal to $25.0 million less the dollar amount of the Shares purchased hereunder by the Lead Investor on the
Closing Date (the “Differential Amount”); provided, that the Lead Investor shall not be obligated to
purchase a portion of any such Subsequent Financing greater than the percentage of outstanding Common Stock that it owns at such
time (without giving effect to any unexercised options or warrants or any unvested equity awards; provided, further, that
this Section 4.19 shall only apply to the initial Subsequent Financing (if any); and, provided, further, that the
Lead Purchaser shall not be under any obligation to purchase securities in any Subsequent Financing if a Material Adverse Change
has occurred subsequent to the execution of this Agreement. The Lead Investor shall purchase an amount of securities in the initial
Subsequent Financing on the same terms and conditions, including the same price per share or price per unit, as the other investors
participating in such Subsequent Financing, and shall receive the same terms and conditions as to which such other investors may
be entitled, including any warrants sold to new investors alongside the common stock.


 






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4.20       Press
Releases. The Company covenants that at any time the Lead Purchaser holds at least 5.0% of the outstanding Common Stock and
so long as the Lead Purchaser owes a duty of trust or confidence to the Company or is otherwise subject to obligations of confidentiality
in favor of the Company, the Company will provide the Lead Purchaser with a copy of any planned press release or other public statement
that references the Lead Purchaser at least forty-eight (48) hours prior to such press release or public statement being made publicly
available. The Lead Purchaser shall be entitled to review and comment on such statement. The Company shall take the Lead Purchaser’s
comments under advisement.


 


ARTICLE V.


CONDITIONS PRECEDENT TO
CLOSING


 


5.1       Conditions
Precedent to the Obligations of the Purchasers to Purchase Securities. The obligation of each Purchaser to acquire Shares and
Warrants at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date,
of each of the following conditions, any of which may be waived by such Purchaser (as to itself only):


 


(a)       Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material
respects (except for those representations and warranties which are qualified as to materiality, in which case such representations
and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though made on
and as of such date, except for such representations and warranties that speak as of a specific date.


 


(b)       Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.


 


(c)       No
Injunction. 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 the Transaction Documents.


 


(d)        Adverse
Changes. Since the date of execution of this Agreement, no Material Adverse Change shall have occurred.


 



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(e)       Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary in full force
and effect.


 


(f)       Listing.
The Nasdaq Global Market shall have approved the listing of additional shares application for the Shares and Warrant Shares.


 


(g)       No
Suspensions of Trading in Common Stock. The Common Stock shall not have been suspended, as of the Closing Date, by the Commission
or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal
Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market
or (B) by falling below the minimum listing maintenance requirements of the Principal Trading Market.


 


(h)       Company
Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).


 


(i)       Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.18 herein.


 


5.2       Conditions
Precedent to the Obligations of the Company to sell Securities. The Company's obligation to sell and issue the Shares and Warrants
at the Closing to each Purchaser is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date
of the following conditions, any of which may be waived by the Company:


 


(a)       Representations
and Warranties. The representations and warranties made by such Purchaser in Section 3.2 hereof shall be true and correct
in all material respects (except for those representations and warranties which are qualified as to materiality, in which case
such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the Closing
Date as though made on and as of such date, except for representations and warranties that speak as of a specific date.


 


(b)       Performance.
Such Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Closing
Date.


 


(c)       No
Injunction. 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 the Transaction Documents.


 


(d)       Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary
for consummation of the purchase and sale of the Securities, all of which shall be and remain so long as necessary in full force
and effect.


 


(e)       Purchasers
Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).


 



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(f)       Listing.
The NASDAQ Global Market shall have approved the listing of additional shares application for the Shares and Warrant Shares.


 


(g)       Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.18 herein.


 


ARTICLE VI.

MISCELLANEOUS


 


6.1       Fees
and Expenses. The Purchasers shall pay all of their own fees and expenses, including the fees and expenses of their financial
and legal advisors, incurred in connection with the transactions contemplated by this Agreement and the other transaction documents
contemplated hereby; provided, however, if the Company or Purchasers terminate this Agreement after the Stockholders Meeting has
been convened as a result of the failure to obtain the Stockholder Consent, or if the Company fails to convene the Stockholders
Meeting on or prior to the 90th day following the date hereof, the Company shall reimburse the Purchasers for the Purchasers’
fees and expenses, including the fees and expenses of their financial and legal advisors, incurred in connection with the transactions
contemplated by this Agreement and the other transaction documents contemplated hereby up to an aggregate of $1.0 million, which
expenses shall be specified by and in the sole discretion of the Lead Purchaser and shall be reimbursed to the Lead Purchaser upon
presentation of applicable documentation. The Company shall pay all of its own fees and expenses, including any Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the sale and issuance of the Securities to the Purchasers,
as well as the expenses of any blue sky counsel required in connection with the offering and sale of the securities.


 


6.2       Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations,
oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and
schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver
to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties
under the Transaction Documents.


 






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6.3       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered
via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number
specified in this Section 6.3 prior to 5:00 P.M., New York City time, on a Trading Day, (b) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section
6.3 on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, (c) the Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified,
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as follows:


  





	If to the Company:	Aevi Genomic Medicine, Inc.
	 	435 Devon Park Drive, Suite 715
	 	Wayne, PA 19087
	 	Telephone No.: (610) 254-4201
	 	Facsimile No.: (610) 717-3390
	 	Attention: Brian Piper, Chief Financial Officer
	 	E-mail: brian.piper@aevigenomics.com



 


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


 


	 	Pepper Hamilton LLP
	 	3000 Two Logan Square
	 	Eighteenth and Arch Streets
	 	Philadelphia, PA 19003
	 	Telephone No.: (215) 981-4000
	 	Facsimile No.: (877) 767-8438
	 	Attention: Brian M. Katz
	 	E-mail: katzb@pepperlaw.com



 


	If to a Purchaser:	To the address set forth under such Purchaser’s name on the signature page hereof; or such other address as may be designated in writing hereafter, in the same manner, by such Person.







 
















 


6.4       Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except
in a written instrument signed, in the case of an amendment, by the Company and the Purchasers of at least a majority in interest
of the Securities still held by Purchasers or, in the case of a waiver, by the party against whom enforcement of any such waiver
is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any
such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision
of any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Securities.


 


6.5       Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof. 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. This Agreement shall be construed as
if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue
of the authorship of any provisions of this Agreement or any of the Transaction Documents.


 


6.6       Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors
and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior
written consent of each Purchaser holding or having rights to acquire the Securities at the time of such consent. Any Purchaser
may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Securities in
compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with
respect to the transferred Securities, by the terms and conditions of this Agreement that apply to the “Purchasers”.


 






    	 	40	 



     


    

 


6.7       No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except each
Purchaser Party is an intended third party beneficiary of Section 4.9.


 


6.8       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 (except Sections 5-1401 and 5-1402 of the General Obligations Law). Each party agrees that all Proceedings
concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction
Documents (whether brought against a party hereto or its respective Affiliates, employees or agents) shall be commenced exclusively
in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the
adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that
such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


6.9       Survival.
Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall
survive the Closing and the delivery of the Securities.


 


6.10       Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page
were an original thereof.


 


6.11       Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 



    	 	41	 



     


    

 





6.12Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer
Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that
fact and an agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith
or, if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for
a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance
of such replacement Securities. If a replacement certificate or instrument evidencing any Securities is requested due to a mutilation
thereof, the Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance
of a replacement.


 


6.13Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the
foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection
with any action for a temporary restraining order) the defense that a remedy at law would be adequate.


 


6.14Payment Set
Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or
a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise
or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged
by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any
law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to
the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred; provided however
that the restoration of the obligation or part thereof shall not occur where the basis of any of the actions listed above is the
result of the obligation or part thereof being invalidated or dismissed.


 


6.15Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common
Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares
of Common Stock), combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing,
each reference in any Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately
account for such event.


 


6.16Independent
Nature of Purchasers' Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
of the obligations of any other Purchaser under any Transaction Document, except as set forth in Section 6.18. The decision
of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of
any other Purchaser 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 any Subsidiary
that may have been made or given by any other Purchaser or by any agent or employee of any other Purchaser, and no Purchaser and
any of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from
any such information, materials, statement or opinions. Nothing contained herein or in any Transaction Document, and no action
taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint
venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group
with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that
no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder and that no Purchaser
will be acting as agent of such Purchaser in connection with monitoring its investment in the Securities or enforcing its rights
under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for
any other Purchaser to be joined as an additional party in any proceeding for such purpose. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any Purchaser.


 



    	 	42	 



     


    

 





6.17Termination.
This Agreement may be terminated by any party and the sale and purchase of the Shares and the Warrants abandoned if the Stockholder
Consent has not been obtained on or prior to 5:00 P.M., New York City time, on the 90th day following the date hereof
(or the 110th day following the date hereof in the event the Commission reviews the Company’s proxy statement
for soliciting Stockholder Consent). Nothing in this Section 6.18 shall be deemed to release any party from any liability
for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the
right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction
Documents. Upon a termination in accordance with this Section 6.18, the Company and the Purchaser(s) shall not have any
further obligation or liability (including arising from such termination) to the other except as provided in Section 6.1,
and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.


 


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    	 	43	 



     


    


 


IN WITNESS WHEREOF,
the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.


 


 





	 	AEVI GENOMIC MEDICINE, INC.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







  


 


 


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PAGE INTENTIONALLY LEFT BLANK]




 



     

     


    




 


NAME OF PURCHASER:
____________________________



 


 


By:________________________________


Name:


Title:


 


 


Aggregate Purchase Price (Subscription
Amount): $_____________


 


Number of Shares to be Acquired: ____________________


 


Tax ID No.: ____________________


 


Address for
Notice:


 


________________________________


________________________________


________________________________


 


Telephone No.: _____________________


 


Facsimile No.: ______________________


 


E-mail Address: _____________________


 


Attention: _________________________


 


 


Delivery Instructions:


(if different than above)


 


c/o _______________________________


 


Street: ____________________________


 


City/State/Zip: ______________________


 


Attention: __________________________


 


Telephone No.: ______________________