Exhibit 10.1


 


PLACEMENT AGENCY AGREEMENT


 





November 14, 2019




 


Roth Capital Partners, LLC


888 San Clemente Drive, Suite 400


Newport Beach, CA 92660


 


Ladies and Gentlemen:


 




Introduction.
Subject to the terms and conditions herein (this “Agreement”), Lipocine Inc., a Delaware corporation (the “Company”),
hereby agrees to sell up to an aggregate of $6,000,000 of registered securities of the Company, including, but not limited to,
shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the "Common
Stock”), pre-funded Common Stock purchase warrants to purchase up to an aggregate of 1,550,000 shares of Common Stock
(the “Pre-Funded Warrants”), and common stock purchase warrants to purchase up to an aggregate of 12,000,000 shares
of Common Stock (the “Warrants” and the shares of Common Stock underlying the Pre-Funded Warrants and the Warrants,
the “Warrant Shares” and, the Shares, the Pre-Funded Warrants, the Warrants and the Warrant Shares, the “Securities”),
directly to various investors (each, an “Investor” and, collectively, the “Investors”) through
Roth Capital Partners, LLC (the “Placement Agent”) as placement agent. The documents executed and delivered
by the Company and the Investors in connection with the Offering (as defined below), including, without limitation, a securities
purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction
Documents.” The purchase price to the Investors for each Share is $0.50 and the exercise price to the Investors for each
share of common stock issuable upon exercise of the Warrants is $0.50. The Placement Agent may retain other brokers or dealers
to act as sub-agents or selected-dealers on its behalf in connection with the Offering.




 


The Company hereby
confirms its agreement with the Placement Agent as follows:


 


Section 1.             
Agreement to Act as Placement Agent.


 


(a)               
On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms
and conditions of this Agreement, the Placement Agent shall be the exclusive placement agent in connection with the offering and
sale by the Company of the Securities pursuant to the Company's registration statement on Form S-3 (File No. 333-220942) (the “Registration
Statement”), with the terms of such offering (the “Offering”) to be subject to market conditions and
negotiations between the Company, the Placement Agent and the prospective Investors. The Placement Agent will act on a reasonable
best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful placement of the Securities,
or any portion thereof, in the prospective Offering. Under no circumstances will the Placement Agent or any of its “Affiliates”
(as defined below) be obligated to underwrite or purchase any of the Shares for its own account or otherwise provide any financing.
The Placement Agent shall act solely as the Company’s agent and not as principal. The Placement Agent shall have no authority
to bind the Company with respect to any prospective offer to purchase Shares and the Company shall have the sole right to accept
offers to purchase Shares and may reject any such offer, in whole or in part. Subject to the terms and conditions hereof, payment
of the purchase price for, and delivery of, the Securities shall be made at one or more closings (each a “Closing”
and the date on which each Closing occurs, a “Closing Date”). As compensation for services rendered, on each
Closing Date, the Company shall pay to the Placement Agent a cash fee equal to 5.5% of the gross proceeds received by the Company
from the sale of the Securities at the closing of the Offering (the “Closing”).


 






     


     


    

 


(b)               
The term of the Placement Agent's exclusive engagement will be until the completion of the Offering (the “Exclusive
Term”); provided, however, that a party hereto may terminate the engagement with respect to itself at any
time upon 10 days written notice to the other parties. Notwithstanding anything to the contrary contained herein, the provisions
concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained in
the indemnification provisions will survive any expiration or termination of this Agreement, and the Company’s obligation
to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof
and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D)(i), will survive any expiration or termination of this
Agreement. Nothing in this Agreement shall be construed to limit the ability of the Placement Agent or its Affiliates to pursue,
investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons
(as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or
an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly
or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such
terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).


 


Section 2.            
Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the
Placement Agent as of the date hereof, and as of each Closing Date, as follows:


 


(a)               
Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”)
the Registration Statement under the Securities Act, which was declared effective on November 21, 2017 for the registration of
the Securities under the Securities Act. Following the determination of pricing among the Company and the prospective Investors
introduced to the Company by Placement Agent, the Company will file with the Commission pursuant to Rules 430B and 424(b) under
the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated
thereunder, a final prospectus supplement relating to the placement of the Securities, their respective pricings and the plan of
distribution thereof and will advise the Placement Agent of all further information (financial and other) with respect to the Company
required to be set forth therein. Such registration statement, at any given time, including the exhibits thereto filed at such
time, as amended at such time, is hereinafter called the “Registration Statement”; such prospectus in the form
in which it appears in the Registration Statement at the time of effectiveness, together with any preliminary prospectus supplement
relating to the Offering, is hereinafter called the “Base Prospectus”; the preliminary prospectus supplement
in the form in which it was filed with the Commission pursuant to Rule 424(b) is hereinafter called the “Preliminary Prospectus
Supplement”; and the final prospectus supplement, in the form in which it will be filed with the Commission pursuant
to Rule 424(b) (including the Base Prospectus as it may be amended or supplemented) is hereinafter called the “Final Prospectus.”
The Registration Statement at the time it originally became effective is hereinafter called the “Original Registration
Statement.” Any reference in this Agreement to the Registration Statement, the Original Registration Statement, the Base
Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus shall be deemed to refer to and include the documents
incorporated by reference therein (the “Incorporated Documents”), if any, which were or are filed under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), at any given time, as the case may be; and
any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with respect
to the Registration Statement, the Original Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement
or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the date
of this Agreement, or the issue date of the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus, as
the case may be, deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules
and other information which is “contained,” “included,” “described,” “referenced,”
“set forth” or “stated” in the Registration Statement, the Base Prospectus, the Preliminary Prospectus
Supplement or the Final Prospectus (and all other references of like import) shall be deemed to mean and include all such financial
statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement,
the Base Prospectus, the Preliminary Prospectus Supplement or the Final Prospectus, as the case may be. As used in this paragraph
and elsewhere in this Agreement, “Time of Sale Disclosure Package” means the Base Prospectus, any preliminary
prospectus supplement, any subscription agreement between the Company and the Investors, and any issuer free writing prospectus
as defined in Rule 433 of the Act (each, an “Issuer Free Writing Prospectus”), if any, that the parties hereto
shall hereafter expressly agree in writing to treat as part of the Time of Sale Disclosure Package. The term “any Prospectus”
shall mean, as the context requires, the Base Prospectus, the Final Prospectus, and any supplement to either thereof. The Company
has not received any notice that the Commission has issued or intends to issue a stop order suspending the effectiveness of the
Registration Statement or the use of the Base Prospectus or any prospectus supplement or intends to commence a proceeding for any
such purpose.


 






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(b)               
Assurances. The Original Registration Statement, as amended, (and any further documents to be filed with the Commission)
contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became effective, complied in all material respects with the Securities Act and the applicable
Rules and Regulations and did not contain any untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading. The Base Prospectus, and the Final Prospectus, each
as of its respective date, comply or will comply in all material respects with the Securities Act and the applicable Rules and
Regulations. Each of the Base Prospectus and the Final Prospectus, as amended or supplemented, did not and will not contain as
of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not misleading. The Incorporated Documents, when they were filed
with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations
promulgated thereunder, and none of such documents, when they were filed with the Commission, contained any untrue statement of
a material fact or omitted to state a material fact necessary to make the statements therein (with respect to Incorporated Documents
incorporated by reference in the Base Prospectus or Final Prospectus), in light of the circumstances under which they were made
not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date
thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required
to be filed with the Commission. Except for this Agreement, there are no documents required to be filed with the Commission in
connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or
(y) will not be filed within the requisite time period. Except for this Agreement, there are no contracts or other documents required
to be described in the Base Prospectus or Final Prospectus, or to be filed as exhibits or schedules to the Registration Statement,
which have not been described or filed as required.


 






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(c)               
Offering Materials. Neither the Company nor any of its directors and officers has distributed and none of them will
distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other
than the Time of Sale Disclosure Package.


 


(d)               
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and the Time of Sale Disclosure Package and otherwise to carry out its obligations
hereunder and thereunder. The execution and delivery of each of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby and thereby and under the Base Prospectus have been duly authorized by all necessary action on
the part of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board
of Directors”) or the Company’s stockholders in connection therewith other than in connection with the Required
Approvals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms
hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its
terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(e)               
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated
pursuant to the Time of Sale Disclosure Package, the issuance and sale of the Securities and the consummation by it of the transactions
contemplated hereby and thereby to which it is a party do not and will not (i) conflict with or violate any provision of the Company’s
or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result
in the creation of any Lien (as defined in the Purchase Agreement) upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be
expected to result in a Material Adverse Effect (as defined in the Purchase Agreement).


 


(f)               
Certificates. Any certificate signed by an officer of the Company and delivered to the Placement Agent or to
counsel for the Placement Agent shall be deemed to be a representation and warranty by the Company to the Placement Agent
as to the matters set forth therein.


 


(g)               
Reliance. The Company acknowledges that the Placement Agent will rely upon the accuracy and truthfulness of
the foregoing representations and warranties and hereby consents to such reliance.


 






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(h)                Forward-Looking Statements. No forward-looking statements (within the meaning of Section 27A of the Securities Act
and Section 21E of the Exchange Act) contained in the Time of Sale Disclosure Package has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


(i)                
Statistical or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated
by reference in the Time of Sale Disclosure Package, are based on or derived from sources that the Company reasonably and in good
faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.


 


(j)                 FINRA Affiliations. There are no affiliations with any FINRA member firm that is participating in the Offering among
the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater stockholder of the
Company.


 


(k)               
Representations and Warranties Incorporated by Reference. Each of the representations and warranties (together with
any related disclosure schedules thereto) made to the Investors in the Purchase Agreement is hereby incorporated herein by reference
(as though fully restated herein) and is hereby made to, and in favor of, the Placement Agent.


 


Section 3.             
Delivery and Payment. Each Closing shall occur at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of
the Americas, New York, New York 10105 (“Placement Agent Counsel”) (or at such other place as shall be agreed
upon by the Placement Agent and the Company). Subject to the terms and conditions hereof, at each Closing payment of the purchase
price for the Securities sold on such Closing Date shall be made by Federal Funds wire transfer, against delivery of such Securities,
and such Securities shall be registered in such name or names and shall be in such denominations, as the Placement Agent may request
at least one business day before the time of purchase (as defined below).


 


Deliveries of the documents
with respect to the purchase of the Securities, if any, shall be made at the offices of Placement Agent Counsel. All actions taken
at a Closing shall be deemed to have occurred simultaneously.


 


Section 4.             
Covenants and Agreements of the Company. The Company further covenants and agrees with the Placement Agent as follows:


 


(a)               
Registration Statement Matters. The Company will advise the Placement Agent promptly after it receives notice thereof
of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Base
Prospectus or the Final Prospectus has been filed and will furnish the Placement Agent with copies thereof. The Company will file
promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of any Prospectus and for so long as the delivery
of a prospectus is required in connection with the Offering. During the Prospectus Delivery Period (as defined below), the Company
will advise the Placement Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration
Statement or to amend or supplement any Prospectus or for additional information, and (ii) of the issuance by the Commission of
any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order
directed at any Incorporated Document, if any, or any amendment or supplement thereto or any order preventing or suspending the
use of the Base Prospectus or the Final Prospectus or any prospectus supplement or any amendment or supplement thereto or any post-effective
amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,
of the institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the
amending or supplementing of the Registration Statement or a Prospectus or for additional information. The Company shall use its
best efforts to prevent the issuance of any such stop order or prevention or suspension of such use.  If the Commission shall
enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its best efforts to
obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts
to have such new registration statement declared effective as soon as practicable.  Additionally, the Company agrees that
it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including
with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made
by the Company under such Rule 424(b) are received in a timely manner by the Commission.


 






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(b)               
Blue Sky Compliance. The Company will cooperate with the Placement Agent and the Investors in endeavoring to qualify
the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Placement Agent and
the Investors may reasonably request and will make such applications, file such documents, and furnish such information as may
be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file
a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent,
and provided further that the Company shall not be required to produce any new disclosure document. The Company will, from time
to time, prepare and file such statements, reports and other documents as are or may be required to continue such qualifications
in effect for so long a period as the Placement Agent may reasonably request for distribution of the Securities. The Company will
advise the Placement Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to)
the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose,
and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its
commercially reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment.


 


(c)               
Amendments and Supplements to a Prospectus and Other Matters. The Company will comply with the Securities Act and
the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution
of the Securities as contemplated in this Agreement, the Incorporated Documents and any Prospectus. If during the period in which
a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the Incorporated
Documents or any Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which,
in the judgment of the Company or in the opinion of the Placement Agent or counsel for the Placement Agent, it becomes necessary
to amend or supplement the Incorporated Documents or any Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement
the Incorporated Documents or any Prospectus or to file under the Exchange Act any Incorporated Document to comply with any law,
the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Placement Agent and to dealers,
an appropriate amendment to the Registration Statement or supplement to the Registration Statement, the Incorporated Documents
or any Prospectus that is necessary in order to make the statements in the Incorporated Documents and any Prospectus as so amended
or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the
Registration Statement, the Incorporated Documents or any Prospectus, as so amended or supplemented, will comply with law. Before
amending the Registration Statement in connection with the Offering or supplementing the Incorporated Documents or any Prospectus
in connection with the Offering, the Company will furnish the Placement Agent with a copy of such proposed amendment or supplement
and will not file any such amendment or supplement to which the Placement Agent reasonably objects.


 






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(d)               
Copies of any Amendments and Supplements to a Prospectus. The Company will furnish the Placement Agent, without charge,
during the period beginning on the date hereof and ending on the later of the last Closing Date of the Offering, as many copies
of any Prospectus or prospectus supplement and any amendments and supplements thereto, as the Placement Agent may reasonably request.


 


(e)               
Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior written consent of the
Placement Agent, make any offer relating to the Securities that would constitute an issuer free writing prospectus (as defined
in Rule 433 of the Securities Act) (“Company Free Writing Prospectus”) or that would otherwise constitute a “free
writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission
or retained by the Company under Rule 433 of the Securities Act. In the event that the Placement Agent expressly consents in writing
to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall
(i) treat each Permitted Free Writing Prospectus as an Company Free Writing Prospectus, and (ii) comply with the requirements of
Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing
with the Commission, legending and record keeping.


 


(f)                
Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Common Stock.


 


(g)               
Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act,
but in any event not later than 18 months after the last Closing Date, the Company will make generally available to its security
holders and to the Placement Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the
last Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.


 


(h)               
Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis,
with the Commission and the Trading Market (as defined in the Purchase Agreement) all reports and documents required to be filed
under the Exchange Act within the time periods and in the manner required by the Exchange Act.


 


(i)                
Additional Documents. The Company will enter into any subscription, purchase or other customary agreements
as the Placement Agent or the Investors deem necessary or appropriate to consummate the Offering, all of which will be in form
and substance reasonably acceptable to the Company, the Placement Agent and the Investors. The Company agrees that the Placement
Agent may rely upon, and each is a third party beneficiary of, the representations and warranties, and applicable covenants, set
forth in any such purchase, subscription or other agreement with Investors in the Offering.


 


(j)                
No Manipulation of Price.  The Company will not take, directly or indirectly, any action designed to
cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of
the price of any securities of the Company.


 






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(k)               
Acknowledgment. The Company acknowledges that any advice given by the Placement Agent to the Company is solely for
the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred
to, without the Placement Agent's prior written consent.


 


(l)                
Announcement of Offering. The Company acknowledges and agrees that the Placement Agent may, subsequent to the Closing,
make public its involvement with the Offering.


 


(m)              
Reliance on Others. The Company confirms that it will rely on its own counsel and accountants for legal and accounting
advice.


 


Section 5.                 
Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject
to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as
of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants
and other obligations hereunder on and as of such dates, and to each of the following additional conditions:


 


(a)               
Accountants’ Comfort Letter. On the date hereof, the Placement Agent shall have received, and the Company shall
have caused to be delivered to the Placement Agent, a letter from Tanner LLC (the independent registered public accounting firm
of the Company), addressed to the Placement Agent, dated as of the date hereof, in form and substance satisfactory to the Placement
Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects
of the Company from that set forth in the Incorporated Documents or the applicable Prospectus or prospectus supplement, which,
in the Placement Agent's sole judgment, is material and adverse and that makes it, in the Placement Agent's sole judgment, impracticable
or inadvisable to proceed with the Offering of the Securities as contemplated by such Prospectus.


 


(b)               
Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. Each Prospectus (in accordance
with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall
have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement
or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission;
no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities
or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or
stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company,
contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information
on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness
of the placement terms and arrangements.


 


(c)               
Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration
Statement and each Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved
in a manner reasonably satisfactory to the Placement Agent's counsel, and such counsel shall have been furnished with such papers
and information as it may reasonably have requested to enable such counsel to pass upon the matters referred to in this Section 5.


 






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(d)               
No Material Adverse Change. Subsequent to the execution and delivery of this Agreement and prior to each Closing
Date, in the Placement Agent's sole judgment after consultation with the Company, there shall not have occurred any Material Adverse
Effect or any material adverse change or development involving a prospective material adverse change in the condition or the business
activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration
Statement and Prospectus (“Material Adverse Change”).


 


(e)               
Opinion of Counsel for the Company. The Placement Agent shall have received on each Closing Date the favorable opinion
of US legal counsel to the Company, dated as of such Closing Date, including, without limitation, a negative assurance letter addressed
to the Placement Agent and in form and substance satisfactory to the Placement Agent and the favorable opinion of intellectual
property legal counsel to the Company, including, without limitation, a negative assurance letter, addressed to the Placement Agent
and in form and substance satisfactory to the Placement Agent.


 


(f)                
Officers’ Certificate. The Placement Agent shall have received on each Closing Date a certificate of the Company,
dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect
that, and the Placement Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement,
the Incorporated Documents, any Prospectus Supplement, and this Agreement and to the further effect that:


 


(i)               
The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing
Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied
at or prior to such Closing Date;


 


(ii)              
No stop order suspending the effectiveness of the Registration Statement or the use of any Prospectus has been issued and
no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the
Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities
of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States
and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any
securities commission, securities regulatory authority or stock exchange in the United States;


 


(iii)            
When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery
of such certificate, the Registration Statement and the Incorporated Documents, if any, when such documents became effective or
were filed with the Commission, and any Prospectus, contained all material information required to be included therein by the Securities
Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all
material respects conformed to the requirements of the Securities Act and the Exchange Act and the applicable rules and regulations
of the Commission thereunder, as the case may be, and the Registration Statement and the Incorporated Documents, if any, and any
Prospectus, did not and do not include any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading
(provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any
statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Placement
Agent expressly for use therein) and, since the effective date of the Registration Statement, there has occurred no event required
by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Incorporated Documents
which has not been so set forth; and


 






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(iv)            
Subsequent to the respective dates as of which information is given in the Registration Statement, the Incorporated Documents
and any Prospectus, there has not been: (a) any Material Adverse Change; (b) any transaction that is material to the Company and
the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct
or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary,
except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto
resulting from the exercise of outstanding stock options or warrants) or outstanding indebtedness of the Company or any Subsidiary;
(e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage
(whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained
which has a Material Adverse Effect.


 


(g)              
Bring-down Comfort Letter.  On each Closing Date, the Placement Agent shall have received from Tanner
LLC, or such other independent registered public accounting firm of the Company, a letter dated as of such Closing Date, in
form and substance satisfactory to the Placement Agent, to the effect that they reaffirm the statements made in the letter
furnished pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the
carrying out of procedures shall be no more than three business days prior to such Closing Date.


 


(h)               
Lock-Up Agreements. On the date hereof, the Placement Agent shall have received the executed lock-up agreement, in
the form attached hereto as Exhibit A, from each of the directors and officers of the Company.


 


(i)                
Stock Exchange Listing. The Common Stock shall be registered under the Exchange Act and shall be listed on the Trading
Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading
Market, nor shall the Company have received any information suggesting that the Commission or the Trading Market is contemplating
terminating such registration or listing.


 


(j)                
Additional Documents. On or before each Closing Date, the Placement Agent and counsel for the Placement Agent shall
have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the
issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations
and warranties, or the satisfaction of any of the conditions or agreements, herein contained.


 


If any condition specified
in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Placement Agent
by notice to the Company at any time on or prior to a Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section
8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.


 






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Section 6.            
Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs);
(ii) all fees and expenses of the registrar and transfer agent of the Common Stock; (iii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s
counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection
with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements,
exhibits, schedules, consents and certificates of experts), the Base Prospectus, the Final Prospectus and each Prospectus Supplement,
and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses
incurred by the Company or the Placement Agent in connection with qualifying or registering (or obtaining exemptions from the qualification
or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities
laws of any other country, and, if requested by the Placement Agent, preparing and printing a “Blue Sky Survey,”
an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising the Placement
Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval
by the FINRA of the Placement Agent's participation in the offering and distribution of the Securities; (viii) the fees and expenses
associated with including the Shares on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation
of the Company’s and the Placement Agent's employees on the “roadshow,” if any; and (x) all other fees,
costs and expenses referred to in Part II of the Registration Statement. Notwithstanding anything herein to the contrary, the Placement
Agent will pay all of its fees and expenses and the fees and expenses of its counsel and other advisors.


 


Section 7.             
Indemnification and Contribution.


 


(a)        The Company
agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person controlling the Placement Agent (within
the meaning of Section 15 of the Securities Act), and the directors, officers, agents and employees of the Placement Agent, its
affiliates and each such controlling person (the Placement Agent, and each such entity or person. an “Indemnified Person”)
from and against any losses, claims, damages, judgments, assessments, costs and other liabilities (collectively, the “Liabilities”),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of one counsel
for all Indemnified Persons, except as otherwise expressly provided herein) (collectively, the “Expenses”) as
they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any Actions, whether or not any Indemnified
Person is a party thereto, (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, any Incorporated Document, or any Prospectus or by any omission or
alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (other than untrue statements or alleged untrue statements in, or omissions or alleged omissions
from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for
use in the Incorporated Documents) or (ii) otherwise arising out of or in connection with advice or services rendered or to be
rendered by any Indemnified Person pursuant to this Agreement, the transactions contemplated thereby or any Indemnified Person's
actions or inactions in connection with any such advice, services or transactions; provided, however, that, in the case
of clause (ii) only, the Company shall not be responsible for any Liabilities or Expenses of any Indemnified Person that are finally
judicially determined to have resulted solely from such Indemnified Person's (x) gross negligence or willful misconduct in connection
with any of the advice, actions, inactions or services referred to above or (y) use of any offering materials or information concerning
the Company in connection with the offer or sale of the Securities in the Offering which were not authorized for such use by the
Company and which use constitutes gross negligence or willful misconduct. The Company also agrees to reimburse each Indemnified
Person for all Expenses as they are incurred in connection with enforcing such Indemnified Person's rights under this Agreement.


 






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(b)        Upon
receipt by an Indemnified Person of actual notice of an Action against such Indemnified Person with respect to which indemnity
may be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any liability which the Company may have
on account of this indemnity or otherwise to such Indemnified Person, except to the extent the Company shall have been prejudiced
by such failure. The Company shall, if requested by the Placement Agent, assume the defense of any such Action including the employment
of counsel reasonably satisfactory to the Placement Agent, which counsel may also be counsel to the Company. Any Indemnified Person
shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company has failed promptly to assume the defense
and employ counsel or (ii) the named parties to any such Action (including any impeded parties) include such Indemnified Person
and the Company, and such Indemnified Person shall have been advised in the reasonable opinion of counsel that there is an actual
conflict of interest that prevents the counsel selected by the Company from representing both the Company (or another client of
such counsel) and any Indemnified Person; provided that the Company shall not in such event be responsible hereunder for the fees
and expenses of more than one firm of separate counsel for all Indemnified Persons in connection with any Action or related Actions,
in addition to any local counsel. The Company shall not be liable for any settlement of any Action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agent (which shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise
seek to terminate any pending or threatened Action in respect of which indemnification or contribution may be sought hereunder
(whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes
an unconditional release of each Indemnified Person from all Liabilities arising out of such Action for which indemnification or
contribution may be sought hereunder. The indemnification required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as such expense, loss, damage or liability is incurred and is due and payable.


 


(c)        In
the event that the foregoing indemnity is unavailable to an Indemnified Person other than in accordance with this Agreement, the
Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person in such proportion as is appropriate
to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other Indemnified Person,
on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the immediately preceding
clause is not permitted by applicable law, not only such relative benefits but also the relative fault of the Company, on the one
hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the matters as to which such
Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that in no event shall the Company
contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate, are not liable for any Liabilities
and Expenses in excess of the amount of fees actually received by the Placement Agent pursuant to this Agreement. For purposes
of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other hand, of the
matters contemplated by this Agreement shall be deemed to be in the same proportion as (a) the total value paid or contemplated
to be paid to or received or contemplated to be received by the Company in the transaction or transactions that are within the
scope of this Agreement, whether or not any such transaction is consummated, bears to (b) the fees paid to the Placement Agent
under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act, as amended, shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 






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(d)        The
Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise)
to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant to this
Agreement, the transactions contemplated thereby or any Indemnified Person's actions or inactions in connection with any such advice,
services or transactions except for Liabilities (and related Expenses) of the Company that are finally judicially determined to
have resulted solely from such Indemnified Person's gross negligence or willful misconduct in connection with any such advice,
actions, inactions or services.


 


(e)        The
reimbursement, indemnity and contribution obligations of the Company set forth herein shall apply to any modification of this Agreement
and shall remain in full force and effect regardless of any termination of, or the completion of any Indemnified Person's services
under or in connection with, this Agreement.


 


Section 8.             Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties
and other statements of the Company or any person controlling the Company, of its officers, and of the Placement Agent set forth
in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf
of the Placement Agent, the Company, or any of its or their partners, officers or directors or any controlling person, as the case
may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor
to a Placement Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to
the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.


 


Section 9.              Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or e-mailed and confirmed
to the parties hereto as follows:


 


If to the Placement Agent to the address
set forth above, attention: Aaron Gurewitz, email: ecm@roth.com


 


With a copy to: 


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas, 11th Floor


New York, New York 10105


E-mail: capmkts@egsllp.com


 






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If to the Company:


 


Lipocine Inc.


675 Arapeen Drive, Suite 202


Salt Lake City, UT 84108


e-mail: mb@lipocine.com


Attention: Morgan Brown


 


With a copy to: 


 


Dorsey & Whitney LLP


111 South Main Street, Suite 2100


Salt Lake City, UT 84111


e-mail: taylor.nolan@dorsey.com


Attention: Nolan Taylor


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others.


 


Section 10.          
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of
the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to their respective successors,
and personal representative, and no other person will have any right or obligation hereunder.


 


Section 11.         
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement
shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid and enforceable.


 


Section 12.           Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this
Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in
all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Each
of the Placement Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this
Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New
York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have
or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New
York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such
suit, action or proceeding. Each of the Placement Agent and the Company further agrees to accept and acknowledge service of any
and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or
in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed
by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company,
in any such suit, action or proceeding, and service of process upon the Placement Agent mailed by certified mail to the Placement
Agent’s address shall be deemed in every respect effective service of process upon the Placement Agent, in any such suit,
action or proceeding. Notwithstanding any provision of this Agreement to the contrary, the Company agrees that neither the Placement
Agent nor its affiliates, and the respective officers, directors, employees, agents and representatives of the Placement Agent,
its affiliates and each other person, if any, controlling the Placement Agent or any of its affiliates, shall have any liability
(whether direct or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction
described herein except for any such liability for losses, claims, damages or liabilities incurred by us that are finally judicially
determined to have resulted from the willful misconduct or gross negligence of such individuals or entities. If either party shall
commence an action or proceeding to enforce any provision of this Agreement, then the prevailing party in such action or proceeding
shall be reimbursed by the other party for its reasonable attorney’s fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such action or proceeding.


 






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Section 13.           
General Provisions.


 


(a)       This
Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were
upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no
condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.
Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of
this Agreement.


 


(b)       The
Company acknowledges that in connection with the offering of the Securities: (i) the Placement Agent has acted at arms length,
are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Placement Agent owes the Company only
those duties and obligations set forth in this Agreement and (iii) the Placement Agent may have interests that differ from those
of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement
Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities


 


[The remainder of this page has been
intentionally left blank.]


 






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If the foregoing is
in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts
hereof, shall become a binding agreement in accordance with its terms.


 





	 	Very truly yours,
	 	 
	 	Lipocine INc.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	/s/ Mahesh Patel
	 	 	Name: Mahesh Patel
	 	 	Title: President & CEO







  


The foregoing Placement
Agency Agreement is hereby confirmed and accepted as of the date first above written.


 





	Roth Capital Partners, LLC	 
	 	 
	 	 
	By:	/s/ James Antonopoulos	 
	 	Name: James Antonopoulos	 
	 	Title: Managing Director, Co-Head of Healthcare Investment Banking	 







 






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