Exhibit 10.2


 


Certain confidential portions of this exhibit have been omitted
and replaced with “[*]”. Such identified information has been excluded from this exhibit because it is (i) not material
and (ii) would likely cause competitive harm to the company if disclosed.


 








Execution Version


February 14, 2020


STRICTLY CONFIDENTIAL


 


Citius Pharmaceuticals, Inc.


11 Commerce Drive, 1st Floor


Cranford, NJ 07016


 


Attn: Myron Holubiak, President and Chief Executive Officer


 


Dear Mr. Holubiak:


This letter agreement
(this “Agreement”) constitutes the agreement between Citius Pharmaceuticals, Inc. (the “Company”)
and H.C. Wainwright & Co., LLC (“Wainwright”) and amends and restates that certain letter agreement, dated
as of January 22, 2020, by and between the Company and Wainwright, that Wainwright shall serve as the exclusive agent, advisor
or underwriter in any equity or equity-linked offering of the Company’s securities (the “Securities”), including,
but not limited to, a restructuring of the Company’s existing warrants to purchase common stock (each, an “Equity
Financing”) and/or as the exclusive placement agent or advisor in connection with the arrangement directly by Wainwright
of a credit facility for the Company (a “Credit Facility”) or non-convertible debt financing for the Company
during the Term (as defined herein) (collectively with a Credit Facility, a “Debt Financing”). Wainwright hereby
agrees, on a commercially reasonable efforts basis and subject to the satisfactory completion of its continuing due diligence,
to arrange the Credit Facility solely on terms acceptable to the Company and the financial institution(s) that is/are providing
the Credit Facility excluding those set out in Exhibit A attached hereto (collectively, the “Lenders”).
A Debt Financing and an Equity Financing are referred to collectively herein as an “Offering.” The terms of each Offering
shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or
authority to bind the Company and nothing herein implies that the Company shall have an obligation to enter into a Credit Facility
and/or undertake an Offering. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory
completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances
and to the receipt of all internal approvals of Wainwright in connection with the transaction. The Company expressly acknowledges
and agrees that Wainwright’s involvement in an Offering is strictly on a reasonable best efforts basis and that the consummation
of an Offering will be subject to, among other things, market conditions. The execution of this Agreement does not ensure a successful
Offering or the success of Wainwright with respect to securing any other financing on behalf of the Company. Wainwright may retain
other brokers, dealers, agents or underwriters on its behalf in connection with an Offering.





430
Park Avenue | New York, New York 10022 | 212.356.0500 | www.hcwco.com


Member:
FINRA/SIPC








     


     


    




A.       Compensation;
Reimbursement. At the closing of each Offering (each, a “Closing”), the Company shall compensate Wainwright
as applicable:


		1.	Solely in connection with an Equity Financing:



		a.	Cash Fee.  The Company shall pay to Wainwright a cash fee, or as to
an underwritten Offering an underwriter discount, equal to 7.0% of the aggregate gross proceeds raised in each Equity Financing.



 


		b.	Warrant Coverage.  The Company shall issue to Wainwright or its designees
at each Closing of an Equity financing, warrants (the "Wainwright Warrants") to purchase that number of shares
of common stock of the Company equal to 7.0% of the aggregate number of shares of common stock placed in each Equity Financing
(and if an Equity Financing includes a "greenshoe" or "additional investment" option component, such number
of shares of common stock underlying such additional option component, with the Wainwright Warrants issuable
upon the exercise of such option). If the Securities included in an Equity Financing are convertible, the Wainwright Warrants shall
be determined by dividing the gross proceeds raised in such Equity Financing divided by the Offering Price (as defined hereunder).
The Wainwright Warrants shall have the same terms as the warrants issued to investors in the applicable Equity Financing, except
that such Wainwright Warrants shall have an exercise price equal to 125% of the offering price per share (or unit, if applicable)
in the applicable Equity Financing and if such offering price is not available, the market price of the common stock on the date
an Equity Financing is commenced (such price, the “Offering Price”). If no warrants are issued to investors
in an Equity Financing, the Wainwright Warrants shall be in a customary form reasonably acceptable to Wainwright, have a term of
five (5) years and an exercise price equal to 125% of the Offering Price.



 


		c.	Expense Allowance.  Out of the proceeds of each Closing of an Equity
Financing, the Company also agrees to pay Wainwright (a) in case of a public Equity Financing, a management fee equal to 1.0% of
the gross proceeds raised in each Equity Financing; (b) $35,000 for non-accountable expenses; and (c) up to $50,000 for fees and
expenses of legal counsel and other out of-pocket expenses (to be increased to $100,000 in case of a public Equity Financing);
plus the additional reimbursable amount payable by the Company pursuant to Paragraph D.3 hereunder; provided, however, that such
amount in no way limits or impairs the indemnification and contribution provisions of this Agreement.



 


		2.	Solely in connection with aa Debt Financing:



		a.	Cash Fee. The Company hereby agrees to pay Wainwright a placement fee equal to 5.0% (the
“Placement Fee”) of the aggregate principal amount of a Debt Financing committed to by any Lender during the
period commencing on the date hereof and ending two (2) years thereafter to be paid to Wainwright at the closing of each Debt Financing.
Wainwright shall also be paid the same Placement Fee (i.e. 5.0%) for any increases in the total amount committed by any of the
Lenders in connection with a Debt Financing during the one (1) year period following the Closing of the first Debt Financing (the
“Additional Placement Fee”). The Company shall pay any Additional Placement Fee directly to Wainwright at the
Closing of such increased Debt Financing (or if applicable, new Debt Financing). The Placement Fee and the Additional Placement
Fee, if any, shall be based on the aggregate gross proceeds committed, before deducting any commission, fees, or other monies due
or otherwise payable by the Company to any other investment bank, financial intermediary, financial advisor, finder or any third
party, if any, and for clarity, shall be paid on the full committed amount, whether or not any amount is disbursed or drawn.







    2 


     


    

 


		b.	Warrant Coverage. The Company shall issue to Wainwright or its designees at each Closing
of a Debt Financing, warrants (the “Wainwright Warrants”) to purchase that number of shares of common stock
of the Company equal to 5.0% of the gross proceeds committed in such Debt Financing divided by the Offering Price (as defined hereunder),
excluding gross proceeds from those set out in Exhibit B attached hereto. The Wainwright Warrants shall be in a customary
form reasonably acceptable to Wainwright, have a term of five (5) years and an exercise price equal to the Offering Price. The
Wainwright Warrants shall have an exercise price equal to the market price of the common stock on the date an Offering is commenced
(such price, the “Offering Price”).



		c.	Expense Allowance. Out of the proceeds of each Closing of Debt Financing, the Company also
agrees to pay Wainwright $75,000 for non-accountable expenses; provided, however, that such amount in no way limits or impairs
the indemnification and contribution provisions of this Agreement.



		3.	Tail. Wainwright shall be entitled to compensation under clauses (1) and (2) hereunder,
calculated in the manner set forth therein, with respect to any debt, public or private financing or other financing or capital-raising
transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company
by investors whom Wainwright had contacted during the Term or introduced to the Company during the Term, but excluding those set
out on Exhibit C attached hereto, if such Tail Financing is consummated at any time within the 12 month period following
the expiration or termination of this Agreement.



		4.	Right of First Refusal. If, from the date hereof until the 12-month anniversary following
consummation of each Offering, the Company or any of its subsidiaries (a) decides to dispose of or acquire business units or acquire
any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business
combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation,
an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for
such transaction, Wainwright (or any affiliate designated by Wainwright and acceptable to the Company) shall have the right to
act as the Company’s exclusive financial advisor for any such transaction; or (b) decides to finance or refinance any indebtedness
using a manager or agent, Wainwright (or any affiliate designated by Wainwright and acceptable to the Company) shall have the right
to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or
(c) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other
capital-raising financing of equity, equity-linked or debt securities using an underwriter or placement agent, Wainwright (or any
affiliate designated by Wainwright and acceptable to the Company) shall have the right to act as sole book-running manager, sole
underwriter or sole placement agent for such financing. If Wainwright or one of its Company-approved affiliates decides to accept
any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for
transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate
to such a transaction







    3 


     


    

 


B.       Term
and Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof
and end six (6) months thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the
Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification
and contribution, confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any
termination or expiration of this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right
to terminate the Agreement for cause in compliance with FINRA Rule 5110(f)(2)(D)(ii). The exercise of such right of termination
for cause eliminates the Company’s obligations with respect to the provisions relating to the tail fees and right of first
refusal. Notwithstanding anything to the contrary contained in this Agreement, in the event that a Credit Facility and/or an Offering
pursuant to this Agreement shall not be carried out for any reason whatsoever during the Term, the Company shall be obligated to
pay to Wainwright its actual and accountable out-of-pocket expenses related to a Credit Facility and/or an Offering (including
the fees and disbursements of Wainwright’s legal counsel). During Wainwright’s engagement hereunder: (i) the Company
will not, and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions,
corporations or other entities or individuals as potential purchasers or potential Lenders and (ii) the Company will not pursue
any financing transaction which would be in lieu of a Credit Facility and/or an Offering. Furthermore, the Company agrees that
during Wainwright’s engagement hereunder, all inquiries, whether direct or indirect, from prospective investors will be referred
to Wainwright and will be deemed to have been contacted by Wainwright in connection with an Offering. Additionally, except as set
forth hereunder, the Company represents, warrants and covenants that no brokerage or finder’s fees or commissions are or
will be payable by the Company or any subsidiary of the Company to any broker, financial advisor or consultant, finder, placement
agent, investment banker, bank or other third-party with respect to any Offering.


C.       Information;
Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information reasonably requested by Wainwright
for the purpose of rendering services hereunder and conducting due diligence (all such information being the “Information”).
In addition, the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants,
counsel and other advisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information,
including any documents provided to investors in each Offering (the “Offering Documents”) which shall include
any Purchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing
the services contemplated by this Agreement without having independently verified the same; (b) does not assume responsibility
for the accuracy or completeness of the Offering Documents or the Information and such other information; and (c) will not make
an appraisal of any of the assets or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright
or its representatives to discuss all information relevant for disclosure in the Offering Documents and will cooperate in any investigation
undertaken by Wainwright thereof, including any document included or incorporated by reference therein. At each Offering, at the
request of Wainwright, the Company shall deliver such legal letters (including, without limitation, negative assurance letters),
opinions, comfort letters, officers’ and secretary certificates and good standing certificates, all in form and substance
satisfactory to Wainwright and its counsel as is customary for transactions similar to such Offering. Wainwright shall be a third
party beneficiary of any representations, warranties, covenants and closing conditions made by the Company in any Offering Documents,
including representations, warranties, covenants and closing conditions made to any investor in an Offering.






    4 


     


    

 


D.       Related
Agreements. At each Offering, the Company shall enter into the following additional agreements, as applicable:


		1.	Underwritten Offering. If an Offering is an underwritten Offering, the Company and Wainwright
shall enter into a customary underwriting agreement in form and substance satisfactory to Wainwright and its counsel and the Company
and its counsel.



		2.	Best Efforts Offering. If an Offering is on a best efforts basis, the Offering will be evidenced
by a purchase agreement (“Purchase Agreement”) between the Company and such investors in a form reasonably satisfactory
to the Company and Wainwright. Wainwright shall be a third party beneficiary with respect to the representations and warranties
included in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company with responsibility
for financial affairs will be available to answer inquiries from prospective investors.



		3.	Escrow, Settlement and Closing. If each Offering is not settled via delivery versus payment
(“DVP”), the Company and Wainwright shall enter into an escrow agreement with a third party escrow agent pursuant
to which Wainwright’s compensation and expenses shall be paid from the gross proceeds of the Offering. If the Offering is
settled in whole or in part via DVP, Wainwright shall arrange for its clearing agent to provide the funds to facilitate such settlement.
The Company shall pay Wainwright closing costs, which shall also include the reimbursement of the out-of-pocket cost of the escrow
agent or clearing agent, as applicable, which closing costs shall not exceed $12,900.



		4.	FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright
determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA
Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement)
in writing upon the request of Wainwright to comply with any such rules; provided that any such amendments shall not provide for
terms that are less favorable to the Company than are reflected in this Agreement.



E.       Confidentiality.
In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participation
in such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial
and other newspapers and journals.


F.       Indemnity.


		1.	In connection with the Company’s engagement of Wainwright hereunder, the Company hereby agrees
to indemnify and hold harmless Wainwright and its affiliates, and the respective controlling persons, directors, officers, members,
shareholders, agents and employees of any of the foregoing (collectively the “Indemnified Persons”), from and
against any and all claims, actions, suits, proceedings (including those of shareholders), damages, liabilities and expenses incurred
by any of them (including the reasonable fees and expenses of counsel), as incurred, whether or not the Company is a party thereto
(collectively a “Claim”), that are (A) related to or arise out of (i) any actions taken or omitted to be taken
(including any untrue statements made or any statements omitted to be made) by the Company, or (ii) any actions taken or omitted
to be taken by any Indemnified Person in connection with the Company’s engagement of Wainwright, or (B) otherwise relate
to or arise out of Wainwright’s activities on the Company’s behalf under Wainwright’s engagement, and the Company
shall reimburse any Indemnified Person for all expenses (including the reasonable fees and expenses of counsel) as incurred by
such Indemnified Person in connection with investigating, preparing or defending any such claim, action, suit or proceeding, whether
or not in connection with pending or threatened litigation in which any Indemnified Person is a party. The Company will not, however,
be responsible for any Claim that is finally judicially determined to have resulted from the gross negligence or willful misconduct
of any person seeking indemnification for such Claim. The Company further agrees that no Indemnified Person shall have any liability
to the Company for or in connection with the Company’s engagement of Wainwright except for any Claim incurred by the Company
as a result of such Indemnified Person’s gross negligence or willful misconduct.







    5 


     


    

 


		2.	The Company further agrees that it will not, without the prior written consent of Wainwright, settle,
compromise or consent to the entry of any judgment in any pending or threatened Claim in respect of which indemnification may be
sought hereunder (whether or not any Indemnified Person is an actual or potential party to such Claim), unless such settlement,
compromise or consent includes an unconditional, irrevocable release of each Indemnified Person from any and all liability arising
out of such Claim.



		3.	Promptly upon receipt by an Indemnified Person of notice of any complaint or the assertion or institution
of any Claim with respect to which indemnification is being sought hereunder, such Indemnified Person shall notify the Company
in writing of such complaint or of such assertion or institution but failure to so notify the Company shall not relieve the Company
from any obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company
of substantial rights and defenses. If the Company is requested by such Indemnified Person, the Company will assume the defense
of such Claim, including the employment of counsel for such Indemnified Person and the payment of the fees and expenses of such
counsel, provided, however, that such counsel shall be satisfactory to the Indemnified Person and provided further that if the
legal counsel to such Indemnified Person reasonably determines that the use of counsel chosen by the Company to represent the Indemnified
Person would present such counsel with a conflict of interest or if the defendant in, or target of, any such Claim, includes an
Indemnified Person and the Company, and legal counsel to such Indemnified Person reasonably concludes that there may be legal defenses
available to it or other Indemnified Persons different from or in addition to those available to the Company, such Indemnified
Person will employ its own separate counsel (including local counsel, if necessary) to represent or defend him, her or it in any
such Claim and the Company shall pay the reasonable fees and expenses of such counsel. If such Indemnified Person does not request
that the Company assume the defense of such Claim, such Indemnified Person will employ its own separate counsel (including local
counsel, if necessary) to represent or defend him, her or it in any such Claim and the Company shall pay the reasonable fees and
expenses of such counsel. Notwithstanding anything herein to the contrary, if the Company fails timely or diligently to defend,
contest, or otherwise protect against any Claim, the relevant Indemnified Person shall have the right, but not the obligation,
to defend, contest, compromise, settle, assert crossclaims, or counterclaims or otherwise protect against the same, and shall be
fully indemnified by the Company therefor, including without limitation, for the reasonable fees and expenses of its counsel and
all amounts paid as a result of such Claim or the compromise or settlement thereof. In addition, with respect to any Claim in which
the Company assumes the defense, the Indemnified Person shall have the right to participate in such Claim and to retain his, her
or its own counsel therefor at his, her or its own expense.







    6 


     


    

 


		4.	The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a
court to be unavailable for any reason then (whether or not Wainwright is the Indemnified Person), the Company and Wainwright shall
contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative
benefits to the Company, on the one hand, and Wainwright on the other, in connection with Wainwright’s engagement referred
to above, subject to the limitation that in no event shall the amount of Wainwright’s contribution to such Claim exceed the
amount of fees actually received by Wainwright from the Company pursuant to Wainwright’s engagement. The Company hereby agrees
that the relative benefits to the Company, on the one hand, and Wainwright on the other, with respect to Wainwright’s engagement
shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company pursuant
to the applicable Offering (whether or not consummated) for which Wainwright is engaged to render services bears to (b) the fee
paid or proposed to be paid to Wainwright in connection with such engagement.



		5.	The Company’s indemnity, reimbursement and contribution obligations under this Agreement
(a) shall be in addition to, and shall in no way limit or otherwise adversely affect any rights that any Indemnified Person may
have at law or at equity and (b) shall be effective whether or not the Company is at fault in any way.



G.       Limitation
of Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright
is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s
engagement of Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or
partner of the Company or any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or
their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act or Section 20
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unless otherwise
expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any other
statements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Company
acknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’s
engagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible
Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other
person or be used or relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding
on the Company. The Company, in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.


H.       Limitation
of Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of
its affiliates or any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security
holders or creditors, or any person asserting claims on behalf of or in the right of the Company (whether direct or indirect, in
contract, tort, for an act of negligence or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable
relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities,
costs or expenses that arise out of or are based on any action of or failure to act by Wainwright and that are finally judicially
determined to have resulted solely from the gross negligence or willful misconduct of Wainwright.






    7 


     


    

 


I.       Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement,
will be heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly
agree to submit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties
hereto expressly waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City
and State of New York. In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company,
arising out of or relating to this Agreement, the final judgment or award entered shall be entitled to have and recover from the
Company the costs and expenses incurred in connection therewith, including its reasonable attorneys’ fees. Any rights to
trial by jury with respect to any such action, proceeding or suit are hereby waived by Wainwright and the Company.


J.       Notices.
All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery, fax or e-mail, if sent
to Wainwright, at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking,
and if sent to the Company, to the address set forth on the first page hereof, e-mail: mholubiak@citiuspharma.com, Attention: Chief
Executive Officer. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery
or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax
shall be deemed received as of the date and time printed thereon by the fax machine and notices sent by e-mail shall be deemed
received as of the date and time they were sent.


K.       Conflicts.
The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationships
with parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright
shall have no obligation to disclose such information to the Company or to use such information in connection with any contemplated
transaction.


L.       Anti-Money
Laundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the
United States require all financial institutions to obtain, verify and record information that identifies each person with whom
they do business. This means Wainwright must ask the Company for certain identifying information, including a government-issued
identification number (e.g., a U.S. taxpayer identification number) and such other information or documents that Wainwright considers
appropriate to verify the Company’s identity, such as certified articles of incorporation, a government-issued business license,
a partnership agreement or a trust instrument.






    8 


     


    

 


M.       Miscellaneous.
The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisions
of this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement,
document or instrument to which it is a party or bound. This Agreement shall not be modified or amended except in writing signed
by Wainwright and the Company. This Agreement shall be binding upon and inure to the benefit of both Wainwright and the Company
and their respective permitted assigns, successors, and legal representatives. If any provision of this Agreement is determined
to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the
remainder of the Agreement shall remain in full force and effect. This Agreement may be executed in counterparts (including facsimile
or electronic counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same
instrument.


*********************


 



    9 


     


    




In acknowledgment that the foregoing
correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereupon
this letter shall constitute a binding Agreement as of the date indicated above.





	 	Very
truly yours,

                            


H.C.
WAINWRIGHT & CO., LLC


 

 

By:
/s/Mark W. Viklund


Name:
Mark W. Viklund


Title:
Chief Executive Officer


Date:
February 14, 2020





 


 





 


Accepted
and Agreed:


 


CITIUS
PHARMACEUTICALS, INC.


 


 


By:
/s/ Myron Holubiak


Name:
Myron Holubiak


Title:
CEO


 



    10 


     


    




 


 


Exhibit – A


 


 


		-	[*]



 


		-	[*]



 


 


 



    11 


     


    




 


 


 


Exhibit – B


 


 


		-	[*]



 


		-	[*]



 


 


 



    12 


     


    




 


  


 


Exhibit – C


 


 


		-	[*]



 


		-	[*]



 


 


 


 



    13