Exhibit 10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of May 29, 2018, between Immudyne, Inc., a Delaware
corporation and includes any successor Company thereto (the “Company”), and each purchaser identified on the
signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively,
the “Purchasers”).


 


WHEREAS,
the Company and Purchasers desire to enter into this Agreement, pursuant to which the Purchasers are to be granted the right to
acquire securities of the Company as set forth herein and


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933,
as amended (the “Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell
to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement (the “Offering”).


 


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


 


ARTICLE
I.


DEFINITIONS


 


1.1 Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Notes (as defined herein), and (b) the following terms have the meanings set forth in
this Section 1.1:


 


“Accredited
Investor” shall have the meaning ascribed to such term in Section 3.2(c).


 


“Acquiring
Person” shall have the meaning ascribed to such term in Section 4.7.


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“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.


 


“Applicable
Law” shall mean any law, rule or regulation of any governmental authority or jurisdiction applicable to any party to
this Agreement, as the case may be.


 


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


 


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


 


“Buy-In”
shall have the meaning ascribed to such term in Section 4.1(h).


 


“Closing”
means the closing of the purchase and sale of the Securities pursuant to Section 2.1.


 






    


     


    

 


“Closing
Date” means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing,
and (ii) the Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been
satisfied or waived, but in no event later than the tenth Business Day following the date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.01 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Company
Counsel” means, Lucosky Brookman, 101 Wood Avenue South, Woodbridge, NJ 08830, Attn: Lawrence Metelitsa, Esq., facsimile:
(732) 395-4401.


 


“Conversion
Price” shall have the meaning ascribed to such term in the Notes.


 


“DGCL”
means the Delaware General Corporation Law.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Disqualification
Event” shall have the meaning ascribed to such term in Section 3.1(oo).


 


“Effective
Date” means the earliest of the date that (a) a Registration Statement has been declared effective by the Commission
with respect to all of the Underlying Shares (as defined herein) without regard to any cutbacks permitted therein and has been
continuously effective for not less than sixty (60) calendar days, or (b) (i) all of the Underlying Shares have been sold pursuant
to Rule 144, or (ii) may be sold by the holders thereof pursuant to Rule 144 without the requirement for the Company to be in
compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, and
(c) Company counsel has delivered to the Transfer Agent and Purchasers a standing written unqualified opinion that resales may
then be made by such holders of the Underlying Shares pursuant to an effective Registration Statement or the exemption described
in (b)(ii) above, which opinion shall be in form and substance reasonably acceptable to such Purchasers.


 


“Escrow
Agent” means G&M.


 


“Escrow
Agreement” means the escrow agreement to be employed in connection with the sale of the Securities, a copy of which
is annexed hereto as Exhibit C.


 


“Equity
Line of Credit” shall have the meaning ascribed to such term in Section 4.13.


 


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


 






    2


     


    

 


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


 


“Exempt
Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, or employees of the Company
after the Closing Date up to the amounts and on the terms set forth on Schedule 3.1(g) consistent with past practices pursuant
to the Stock Option Plan, (b) securities exercisable or exchangeable for or convertible into shares of Common Stock issued and
outstanding on the date of this Agreement, provided that such securities and any term thereof have not been amended since the
date of this Agreement to increase the number of such securities or to decrease the issue price, exercise price, exchange price
or conversion price of such securities and which securities and the principal terms thereof are set forth on Schedule 3.1(g),
and described in the SEC Reports, (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority
of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders
of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic
with the business of the Company and shall be intended to provide to the Company substantial additional benefits in addition to
the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose
of raising capital or to an entity whose primary business is investing in securities, (d) as set forth on Schedule 3.1(g),
and (e) securities issued or issuable to the Purchasers and their assigns pursuant to this Agreement, the Notes or the Warrants
and other Transaction Documents including without limitation, Section 4.17 and Section 4.23 herein, or upon exercise, conversion
or exchange of any such securities.


 


“Exercise
Price” shall have the meaning ascribed to such term in the Warrants.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“FDA”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“FDA
Product” shall have the meaning ascribed to such term in Section 3.1(nn).


 


“FDCA”
shall have the meaning ascribed to such term in Section 3.1(nn).


 


“Form
8-K” shall have the meaning ascribed to such term in Section 4.6.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“G&M”
shall mean Grushko & Mittman, P.C., with offices located at 515 Rockaway Avenue, Valley Stream, New York 11581, Fax: 212-697-3575.


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).


 


“Investor
Questionnaire” means the form of Accredited Investor Questionnaire annexed hereto as Exhibit F.


 


“Issuer
Covered Person” shall have the meaning ascribed to such term in Section 3.1(oo).


 






    3


     


    

 


“Legal
Opinion” shall have the meaning ascribed to such term in Section 2.2(a)(ii).


 


“Legend
Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Listing
Default” shall have the meaning ascribed to such term in Section 4.11(b).


 


“Lockup
Agreement” means the form of Lockup Agreement annexed hereto as Exhibit H.


 


“Majority
in Interest” shall have the meaning ascribed to such term in Section 5.5.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 5.17.


 


“Money
Laundering Laws” shall have the meaning ascribed to such term in Section 3.1(gg).


 


“Notes”
means the senior secured convertible notes issuable pursuant to this Agreement, in the form of Exhibit A hereto.


 


“OFAC”
shall have the meaning ascribed to such term in Section 3.1(ii).


 


“Participation
Maximum” shall have the meaning ascribed to such term in Section 4.17(a).


 


“Permitted
Indebtedness” means (a) any liabilities for borrowed money or amounts owed not in excess of $100,000 in the aggregate
(other than trade accounts payable incurred in the ordinary course of business), (b) all guaranties, endorsements and other contingent
obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated
balance sheet (or the notes thereto) not affecting more than $100,000 in the aggregate, except guaranties by endorsement of negotiable
instruments for deposit or collection or similar transactions in the ordinary course of business; (c) the present value of any
lease payments not in excess of $100,000 due under leases required to be capitalized in accordance with GAAP; and (d) any liabilities
for borrowed money that are junior to the Note pursuant to an intercreditor agreement acceptable to Purchasers, and the holders
of which are not granted any security interest, including a credit line of up to $1,000,000 with a financial institution engaged
in providing credit whose business does not generally include equity investing.


 


“Permitted
Lien” means the individual and collective reference to the following: (a) Liens for taxes, assessments and other governmental
charges or levies not yet due or Liens for taxes, assessments and other governmental charges or levies being contested in good
faith and by appropriate proceedings for which adequate reserves (in the good faith judgment of the management of the Company)
have been established in accordance with GAAP, (b) Liens imposed by law which were incurred in the ordinary course of the Company’s
business, such as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens, and other
similar Liens arising in the ordinary course of the Company’s business, and which (x) do not individually or in the aggregate
materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business
of the Company and its consolidated Subsidiaries or (y) are being contested in good faith by appropriate proceedings, which proceedings
have the effect of preventing for the foreseeable future the forfeiture or sale of the property or asset subject to such Liens,
and (c) Liens in connection with Permitted Indebtedness under clauses (a), and (b) thereunder, and Liens incurred in connection
with Permitted Indebtedness under clause (c) thereunder, provided that such Liens are not secured by assets of the Company or
its Subsidiaries other than the assets so acquired or leased.


 






    4


     


    

 


“Person”
means an individual, corporation or Company, 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.


 


“Pre-Notice”
shall have the meaning ascribed to such term in Section 4.17(b).


 


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


 


“Pro-Rata
Portion” shall have the meaning ascribed to such term in Section 4.17(e).


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 4.3(b).


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.10.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers,
in the form of Exhibit I attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale of the Underlying Shares by each Purchaser as provided for in the Registration Rights Agreement.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” means, as of any date, 125% of the maximum aggregate number of shares of Common Stock then issued or potentially
issuable in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of
all Warrants or conversion in full of all Notes, ignoring any conversion or exercise limits set forth therein, and assuming that
any previously unconverted Notes will be held until the third anniversary of the issue date of such Notes.


 


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


 






    5


     


    

 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Notes, the Warrants, and the Underlying Shares.


 


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


 


“Security
Agreement” means the Security Agreement to be entered into in connection with the sale of the Securities, a copy of
which is annexed hereto as Exhibit D.


 


“Short
Sales” means “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and all types
of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis) whether such transactions are made through U.S. or non-U.S. broker dealers or foreign regulated brokers. 


 


“Stock
Option Plans” means the terms governing the issuance of stock options including but not limited to Service-Based Stock
Options and Performance-Based Stock Options as described in the SEC Reports.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder
at the Closing as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading
“Subscription Amount,” in United States dollars and in immediately available funds.


 


“Subsequent
Financing” shall have the meaning ascribed to such term in Section 4.17(a).


 


“Subsequent
Financing Notice” shall have the meaning ascribed to such term in Section 4.17(b).


 


“Subsidiary”
means with respect to any entity at any date, any direct or indirect Person, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding
capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or
other managing body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital
or profits of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture
or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination,
owned or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control
of the Company.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading for three or more hours.


 


“Trading
Market” means the first listed of any of the following markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors to any of the foregoing).
As of the Closing Date, the OTCQB is the Trading Market.


 






    6


     


    

 


“Transaction
Documents” means this Agreement, the Security Agreement, the Notes, the Warrants, Registration Rights Agreement, Lockup
Agreements, the Escrow Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed
by any party hereto in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Worldwide Stock Transfer LLC, located at One University Plaza, Hackensack, NJ 07601 and any successor transfer
agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Notes and upon exercise of the Warrants
and issued and issuable in lieu of the cash payment of interest on the Notes in accordance with the terms of the Notes and any
other shares of Common Stock issued or issuable to a Purchaser in connection with or pursuant to the Securities or Transaction
Documents.


 


“Unlegended
Shares” shall have the meaning ascribed to such term in Section 4.1(d).


 


“Variable
Priced Equity Linked Instruments” shall have the meaning ascribed to such term in Section 4.13.


 


“Variable
Rate Transaction” shall have the meaning ascribed to such term in Section 4.13.


 


“VWAP”
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then
listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based
on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b)  if the Common Stock is not
then listed or quoted for trading on a Trading Market but is then reported on the OTC Pink Marketplace maintained by the OTC Markets
Group, Inc. (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average
price of the Common Stock on the first such facility (or a similar organization or agency succeeding to its functions of reporting
prices), or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser
selected in good faith by a Majority in Interest and reasonably acceptable to the Company, the fees and expenses of which shall
be paid by the Company.


 


“Warrants”
means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof in
the form of Exhibit B attached hereto.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 






    7


     


    

 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, an aggregate of up to $550,000 principal amount of Notes together with Warrants as determined pursuant to Section
2.2(a) (such purchase and sale being the “Closing”). Each Purchaser shall deliver to the Escrow Agent such
Purchaser’s Subscription Amount, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined
pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable
at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at
the offices of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary,
the Closing Date shall occur on or before May 31, 2018 (the “Termination Date”). With respect to any Closing
not held on or before the Termination Date, the Escrow Agent shall cause (i) all subscription documents executed by the Company
or a Purchaser to be returned to the Company or such Purchaser, as applicable, and (ii) each Subscription Amount to be returned,
without interest or deduction to the Purchaser who delivered such Subscription Amount.


 


NO
MINIMUM AMOUNT OF NOTES MUST BE SOLD IN ORDER FOR THE COMPANY TO ACCEPT ANY SUBSCRIPTIONS, AND ALL NET PROCEEDS OF THE OFFERING
WILL BE IMMEDIATELY AVAILABLE FOR COMPANY PURPOSES UPON CLOSING.


 


2.2 Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


(ii) a
legal opinion of Company Counsel, substantially in the form of Exhibit E attached hereto;


 


(iii) a
Note with a principal amount as set forth on the signature page hereto equal to each Purchaser’s Subscription Amount, registered
in the name of such Purchaser;


 


(iv) Warrants
registered in the name of such Purchaser to purchase up to a number of shares of Common Stock equal to 100% of such Purchaser’s
Subscription Amount divided by the Conversion Price in effect on the Closing Date, having a per share Exercise Price as set forth
therein, subject to adjustment as provided herein and therein;


 


(v) the
Security Agreement duly executed by the Company;


 


(vi) the
Escrow Agreement duly executed by the Company and Escrow Agent;


 


(vii) the
Registration Rights Agreement duly executed by the Company;


 


(viii) the
Lockup Agreement signed by each of the holders of the Company’s securities identified on Schedule 2.2(a)(viii);


 


(ix) Pledge
and Security Agreement and the items to be delivered therewith in the form annexed hereto as Exhibit J, executed by the
pledgor thereunder;


 


(x) a
certificate executed on behalf of the Company by its Principal Executive Officer or Chief Executive Officer (each as defined in
the Exchange Act) of the Company, dated as of the Closing Date, in which such officer shall certify that the conditions set forth
in Section 2.3(b) have been fulfilled; and


 






    8


     


    

 


(xi) a
certificate executed on behalf of the Company by its Secretary’s certificate containing (i) copies of the text of the resolutions
by which the corporate action on the part of the Company necessary to approve this Agreement and the other Transaction Documents
and the transactions and actions contemplated hereby and thereby, which shall be accompanied by a certificate of the corporate
secretary or assistant corporate secretary of Company dated as of the Closing Date certifying to the Purchasers that such resolutions
were duly adopted and have not been amended or rescinded, (ii) an incumbency certificate dated as of the Closing Date executed
on behalf of Company by its corporate secretary or one of its assistant corporate secretaries certifying the office of each officer
of Company executing this Agreement, or any other agreement, certificate or other instrument executed pursuant hereto, and (iii)
copies of (A) the Company’s Certificate of Incorporation and bylaws in effect on the Closing Date, and (B) the certificate
evidencing the good standing of Company as of a day within five (5) Business Days prior to the Closing Date.


 


(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i)
this Agreement, the Registration Rights Agreement and the Escrow Agreement each duly executed by such Purchaser;


 


(ii) such
Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent
(except that the payment for the due diligence fee note described on Schedule 3.1(s) will be deemed to have been received by the
Company upon the occurrence of the first Closing and the Escrow Agent is instructed to deem such amount to have been paid and
delivered to the Company;


 


(iii) Accredited
Investor Questionnaire duly executed by each Purchaser; and


 


(iv) the
Security Agreement duly executed by each Purchaser and the Collateral Agent;


 


(c) Anything
to the contrary herein notwithstanding, any Purchaser may elect to bypass the escrow arrangement described herein and arrange
for its Closing directly with the Company without employing the Escrow Agent as an intermediary.


 


2.3 Closing
Conditions.


 


(a) The
obligations of the Company hereunder to effect the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the date of this Agreement and the Closing Date of the representations and warranties of the Purchasers contained
herein (unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of each Purchaser under this Agreement required to be performed at or prior to the Closing
Date shall have been performed in all material respects;


 






    9


     


    

 


(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement; and


 


(iv) the
Escrow Agent shall have received executed signature pages to this Agreement and the Escrow Agreement from at least one Purchaser
showing an agreement to purchase a Note and Warrants hereunder and the Escrow Agent shall have received the corresponding Subscription
Amount from such Purchaser, in cash.


 


(b) The
respective obligations of a Purchaser hereunder to effect the Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(i) the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the date of this Agreement and Closing Date of the representations and warranties of the Company contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
Required Approvals, obligations, covenants and agreements of the Company under the Transaction Documents required to be performed
or obtained at or prior to the Closing Date shall have been performed or obtained;


 


(iii) the
Escrow Agent shall have received executed signature pages to this Agreement from at least one Purchaser showing an agreement to
purchase a Note and Warrants hereunder and the Escrow Agent shall have received the corresponding Subscription Amount from such
Purchaser in cash;


 


(iv) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(v) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi) from
the date hereof to the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the
Closing. 


 


2.4 Purchaser’s
Right To Terminate. Anything in any of the Transaction Documents to the contrary notwithstanding, each Purchaser has the right
to demand and receive from the Escrow Agent such Purchaser’s Subscription Amount and other items delivered by such Purchaser
to the Escrow Agent in connection therewith, at any time until a Closing takes place in connection with such Subscription Amount.
The Company and each Purchaser acknowledges that the Escrow Agent is acting as agent and representative for the Purchaser with
respect to the Purchaser’s Subscription Amount and at no time is or will be holding any funds on behalf of the Company until
a Closing actually occurs.


 






    10


     


    

 


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. Except as set forth in the SEC Reports or the Disclosure Schedules, which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained
in the corresponding or cross-referenced section of the Disclosure Schedules, the Company hereby makes the following representations
and warranties to each Purchaser:


 


(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Company and the Company’s ownership interests therein are set forth on
Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary
free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued
and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b) Organization
and Qualification. The Company and each Subsidiary is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority
to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary
is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other
organizational or charter documents. Each of the Company and each Subsidiary is duly qualified to conduct business and is in good
standing as a foreign Person or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
would not reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or
otherwise) of the Company and each Subsidiary, taken as a whole, or (iii) a material adverse effect on the Company’s ability
to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii),
a “Material Adverse Effect”) and, no Proceeding has been instituted in any such jurisdiction revoking, limiting
or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, 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.


 






    11


     


    

 


(d) No
Conflicts. The execution, delivery and performance by the Company and all Persons other than the Purchasers and Collateral
Agent (as defined in the Security Agreement) of this Agreement and the other Transaction Documents, 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 or such other Person’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, (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 upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment,
acceleration, adjustment, exchange, reset, exercise or cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt, equity or other instrument (evidencing Company or Subsidiary equity, 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
or such other Person 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 clause (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


 


(e) Filings,
Consents and Approvals. The Company and each Subsidiary is not required to obtain any consent, waiver, authorization or order
of, give any notice to, or make any filing or registration with, any court or other provincial or foreign or domestic federal,
state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the
Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.6 of this Agreement, (ii) the
filing with the Commission pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable
Trading Market for the issuance and sale of the Securities and the listing of the Underlying Shares for trading thereon in the
time and manner required thereby, all of which shall have been effectuated prior to the Closing, and (iv) the filing of a Form
D with the Commission (collectively, the “Required Approvals”).


 


(f) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer arising pursuant to applicable securities laws. The Notes and Warrants are duly authorized and,
when issued and delivered in accordance with the applicable Transaction Documents, will be enforceable in accordance with their
terms. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the
Underlying Shares at least equal to the Required Minimum on the date hereof.


 






    12


     


    

 


(g) Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g) included in the SEC Reports. The Company has
not issued any capital stock since its most recently filed periodic report. Except as set forth on Schedule 3.1(g), no
Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as disclosed in the SEC Reports or on Schedule 3.1(g), there are no outstanding
options, employee or incentive stock option plans, warrants, scrip rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any
Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
Except as set forth on Schedule 3.1(g), the issuance and sale of the Securities will not obligate the Company to issue
shares of Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder
of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding
shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in
material compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of
any preemptive rights or similar rights to subscribe for or purchase securities. Except as contemplated by Section 3.1(e), no
further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of
the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders. The Company is not a party to any Variable Rate Transaction and as of Closing, there will not be outstanding any
Equity Line of Credit nor Variable Priced Equity Linked Instruments as of the Closing.


 


(h) SEC
Reports; Financial Statements. The Company is subject to the reporting requirements under Sections 12(g), and 13(a) or 15(d)
under the Exchange Act. The Company has filed all reports, schedules, forms, statements and other documents required to be filed
by the Company under the Securities Act and the Exchange Act, including pursuant to Sections 12(b), 12(g), 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein filed not later
than ten (10) days prior to the date hereof, being collectively referred to herein as the “SEC Reports”) on
a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration
of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of
the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement
of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company
included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations
of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the
periods involved except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements included in the SEC Reports may not contain all footnotes required by GAAP, and fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial,
year-end audit adjustments. The Company is, and has no reason to believe that it will not in the foreseeable future continue to
be in compliance with all its reporting requirements under the Securities Act and Exchange Act.


 






    13


     


    

 


(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report or on Schedule 3.1(i): (i) there has
been no event, occurrence or development that has had or that would reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued
expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate except pursuant to the Stock Option
Plan. The Company does not have pending before the Commission any request for confidential treatment of information. Except for
the issuance of the Securities contemplated by this Agreement, or as set forth on Schedule 3.1(i), no event, liability,
fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect
to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial condition, that
would be required to be disclosed by the Company under Applicable Law at the time this representation is made or deemed made that
has not been publicly disclosed at least two Trading Days prior to the date that this representation is made.


 


(j) Litigation.
Except as set forth in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending
or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties
before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local
or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have
or reasonably be expected to result in a Material Adverse Effect. Except as set forth in the SEC Reports, neither the Company
nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation
of or liability under federal or state securities laws or a claim of breach of fiduciary duty. Except as set forth in the SEC
Reports, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the
Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any
stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under
the Exchange Act or the Securities Act.


 


(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company or any Subsidiary, which would reasonably be expected to result in a Material Adverse Effect. None of the Company’s
or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company
or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company and its Subsidiaries believe that their relationships with their employees are good. To the knowledge of the Company,
no executive officer of the Company or any Subsidiary, is, or is now expected to be, in violation of any material term of any
employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other
contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive
officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.
The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating
to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be
in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 






    14


     


    

 


(l) Compliance.
To the Company’s knowledge, neither the Company nor any Subsidiary, (i) is in default under or in violation of (and no event
has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or
any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it
is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by
which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of
any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of
any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state
and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment
and labor matters, except in each case as would not reasonably be expected to result in a Material Adverse Effect.


 


(m) Regulatory
Permits. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports
and as actually conducted, except where the failure to possess such permits would not reasonably be expected to result in a Material
Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of
proceedings relating to the revocation or modification of any Material Permit.


 


(n) Title
to Assets. Except as disclosed in the SEC Reports, the Company and each Subsidiary have good and marketable title in fee simple
to all real property (if any) owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and each Subsidiary, in each case free and clear of all Liens, except for Permitted Liens and (i)
Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to
be made of such property by the Company and each Subsidiary and (ii) Liens for the payment of federal, state or other taxes, for
which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject
to penalties. Any real property and facilities held under lease by the Company and each Subsidiary are held by them under valid,
subsisting and enforceable leases with which the Company and each Subsidiary are in compliance.


 


(o) Intellectual
Property. All of the Company’s and Subsidiary’s material Intellectual Property Rights are disclosed in the SEC
Reports.


 


(i) The
term “Intellectual Property Rights” means:


 


		1.	the
                                         name of the Company and each Subsidiary, all fictional business names, trading names,
                                         registered and unregistered trademarks, service marks, and applications of the Company
                                         and each Subsidiary (collectively, “Marks'');



 


		2.	all
                                         patents and patent applications of the Company and each Subsidiary (collectively, “Patents'');



 


		3.	all
                                         copyrights in both published works and unpublished works of the Company and each Subsidiary
                                         (collectively, “Copyrights”);



 






    15


     


    

 


		4.	all
                                         rights in mask works of the Company and each Subsidiary (collectively, “Rights
                                         in Mask Works''); and



 


		5.	all
                                         know-how, trade secrets, confidential information, customer lists, software, technical
                                         information, data, process technology, plans, drawings, and blue prints (collectively,
                                         “Trade Secrets''); owned, used, or licensed by the Company and each Subsidiary
                                         as licensee or licensor.



 


(ii) Agreements.
Except as set forth in the SEC Reports, there are no outstanding and, to Company’s knowledge, no threatened disputes or
disagreements with respect to any agreements relating to any Intellectual Property Rights to which the Company is a party or by
which the Company is bound.


 


(iii) Know-How
Necessary for the Business. Except as set forth in the SEC Reports, the Intellectual Property Rights are all those necessary
for the operation of the Company’s and Subsidiaries’ businesses as currently conducted or as represented to the Purchaser
to be conducted. Each of the Company and each Subsidiary is the owner of all right, title, and interest in and to each of their
respective Intellectual Property Rights, free and clear of all Liens, and adverse claims, and has the right to use all of the
Intellectual Property Rights. To the Company’s knowledge, no employee of the Company or any Subsidiary has entered into
any contract that restricts or limits in any way the scope or type of work in which the employee may be engaged or requires the
employee to transfer, assign, or disclose information concerning his work to anyone other than the Company or a Subsidiary.


 


(iv) Patents.
Except as set forth in the SEC Reports, the Company and each Subsidiary is the owner of all right, title and interest in and to
each of the Patents, free and clear of all Liens and adverse claims. All of the issued Patents are currently in compliance with
formal legal requirements (including payment of filing, examination, and maintenance fees and proofs of working or use), are valid
and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the Closing
Date. No Patent has been or is now involved in any interference, reissue, reexamination, or opposition proceeding. Except as set
forth in the SEC Reports, to the Company’s knowledge: (1) there is no potentially interfering patent or patent application
of any third party, and (2) no Patent is infringed or has been challenged or threatened in any way. To the Company’s knowledge,
none of the products manufactured and sold, nor any process or know-how used, by the Company or any Subsidiary infringes or is
alleged to infringe any patent or other proprietary right of any other Person.


 






    16


     


    

 


(v)Trademarks.
The Company and each Subsidiary is the owner of all right, title, and interest in and to each of the Marks, free and clear of
all Liens and adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently
in compliance with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability
and renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling
due within ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation
and, to the Company’s knowledge, no such action is threatened with respect to any of the Marks. To the Company’s knowledge:
(1) there is no potentially interfering trademark or trademark application of any third party, and (2) no Mark is infringed or
has been challenged or threatened in any way. To the Company’s knowledge, none of the Marks used by the Company and each
Subsidiary infringes or is alleged to infringe any trade name, trademark, or service mark of any third party.


 


(vi) Copyrights.
The Company and each Subsidiary is the owner of all right, title, and interest in and to each of the Copyrights, free and clear
of all Liens and adverse claims. All the Copyrights have been registered and are currently in compliance with formal requirements,
are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after
the Closing Date. To the Company’s knowledge, no Copyright is infringed or has been challenged or threatened in any way.
To the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any
copyright of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights
have been marked with the proper copyright notice.


 


(vii) Trade
Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its
Trade Secrets. The Company and each Subsidiary has good title and an absolute (but not necessarily exclusive) right to use the
Trade Secrets. The Trade Secrets are not part of the public knowledge or literature, and, to the Company’s knowledge, have
not been used, divulged, or appropriated either for the benefit of any Person (other the Company and each Subsidiary) or to the
detriment of the Company and each Subsidiary. No Trade Secret is subject to any adverse claim or has been challenged or threatened
in any way.


 


(p) Insurance.
The Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and each Subsidiary are engaged, including,
but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe
that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(q) Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company or any Subsidiary, and (iii) other employee benefits, including stock option agreements under
the Stock Option Plan or any other plan of the Company except as disclosed on Schedule 3.1(g).


 






    17


     


    

 


(r) Sarbanes-Oxley;
Internal Accounting Controls. The Company and each Subsidiary are in material compliance with any and all applicable requirements
of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and each Subsidiary
maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed
in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
The Company and each Subsidiary have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the Company and each Subsidiary and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and each Subsidiary as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the
Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect,
the internal control over financial reporting of the Company and its Subsidiaries.


 


(s) Certain
Fees. Except as set forth on Schedule 3.1(s), no brokerage, finder’s fees, commissions or due diligence fees
are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent,
investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers
shall have no obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons for
fees of a type contemplated in this Section 3.1(s) that may be due in connection with the transactions contemplated by the Transaction
Documents. The cash portion of the fee payable to the due diligence fee recipient identified on Schedule 3.1(s) shall be
applied by such recipient as payment of a Subscription Amount, pari passu with the other Purchasers and such recipient
shall be deemed a Purchaser with respect to such Subscription Amount entitled to all of the benefits and rights of a Purchaser
with respect thereto, including the issuance of Warrants and registration rights.


 


(t) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 






    18


     


    

 


(u) Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary, except for the Purchasers and as set forth in the SEC Reports.


 


(v) Reporting
Company/Shell Company. The Company is a publicly-held company subject to reporting obligations pursuant to Sections 12(g),
13 and 15(d) of the Exchange Act. Pursuant to the provisions of the Exchange Act, the Company has timely filed all reports and
other materials required to be filed by the Company thereunder with the SEC during the twelve months preceding the date of this
Agreement. The Company has no reason to believe that it will not in the year following the Closing continue to be in compliance
with all listing and reporting requirements applicable to the Company as of the Closing Date and thereafter. As of the date of
this Agreement and the Closing Date, the Company is not a “shell company” nor a former “shell company”
(as defined in Rule 405 of the Securities Act) and has never been a “shell company”.


 


(w) Application
of Takeover Protections. The Company and the Board of Directors has taken all necessary action in order to render inapplicable
any control share acquisition, business combination (as defined in the DGCL), poison pill (including any distribution under a
rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar
charter documents) or the laws of Delaware, including under Section 203(a)(1) of the DGCL that are or could become applicable
to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under
the Transaction Documents, including without limitation as a result of the Company’s issuance of the Securities and the
Purchasers’ ownership of the Securities.


 


(x) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.
All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken
together as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole
do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(y) No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
of the Securities to be integrated with prior offerings by the Company for purposes of: (i) the Securities Act which would require
the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any
Trading Market on which any of the securities of the Company are listed or designated.


 






    19


     


    

 


(z) Solvency.
Based on the consolidated financial condition of the Company and Subsidiaries as of the Closing Date, and the Company’s
good faith estimate of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds
from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will
be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business
as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and
(iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of
its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect
of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to
pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z)
sets forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which
the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x)
any liabilities for borrowed money or amounts owed in excess of $50,000 in the aggregate (other than trade accounts payable incurred
in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness
of others, whether or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes
thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the
ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to
be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 


(aa)Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all required United States federal, state
and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which
it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(bb)Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any
provision of FCPA.


 






    20


     


    

 


(cc)Accountants
and Lawyers. The Company’s accounting firm is set forth on Schedule 3.1(cc) of the Disclosure Schedules. To the
knowledge and belief of the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange
Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report
for the fiscal year ending December 31, 2018. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability
to perform any of its obligations under any of the Transaction Documents.


 


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


 


(ee)Acknowledgment
Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Section 4.16 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been asked
by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or short, securities of
the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any
specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation,
Short Sales or “derivative” transactions, before or after the closing of this or future private placement transactions,
may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser, and counter-parties
in “derivative” transactions to which any such Purchaser is a party, directly or indirectly, may presently have a
“short” position in the Common Stock and (iv) each Purchaser shall not be deemed to have any affiliation with or control
over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges
that (y) one or more Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding,
including, without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities
are being determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders' equity interests
in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction Documents. The Company acknowledges that
anything to the contrary in the Transaction Documents notwithstanding, Purchaser may sell long any Underlying Shares it anticipates
receiving after conversion of any part of a Note or exercise of a Warrant.


 






    21


     


    

 


(ff)Regulation
M Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase
any other securities of the Company.


 


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


 


(hh)Stock
Option Plans. Each stock option and similar security granted by the Company was granted (i) in accordance with the terms of
such any applicable stock option plans and (ii) with an exercise price at least equal to the fair market value of the Common Stock
on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under any stock
option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practice
to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or
other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.


 


(ii) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer,
agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).


 


(jj)Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated
hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(kk)No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers
and certain other Accredited Investors.


 


(ll)Indebtedness
and Seniority. As of the date hereof, all Indebtedness and Liens of the Company and the principal terms thereof are set forth
in the SEC Reports. Except as set forth on Schedule 3.1(ll), as of the Closing Date, no Indebtedness or other equity of
the Company is or will be pari passu or senior to the Notes in right of payment, whether with respect to interest or upon
liquidation or dissolution, or otherwise, other than indebtedness secured by purchase money security interests (which is senior
only as to underlying assets covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).


 






    22


     


    

 


(mm)Listing
and Maintenance Requirements. The Common Stock is listed on the OTCQB under the symbol IMMD. There are no proceedings pending
or, to the Company’s knowledge, threatened against the Company relating to the continued listing of the Company Common Stock
on the OTCQB and the Company has not received any currently pending notice of the delisting of the Common Stock from OTCQB.


 


(nn)FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged,
labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company's knowledge,
threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge, complaint,
or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has received
any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket
clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing
of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of, requests the recall,
suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any
Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries,
(iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent
decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws,
rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have
a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material
respects in accordance with all applicable laws, rules and regulations of the FDA.  The Company has not been informed by
the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed,
produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product
being developed or proposed to be developed by the Company.


 


(oo) No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for
a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any
Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure
obligations under Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 






    23


     


    

 


(pp)Regulatory
Matters. The Company and its Subsidiaries have complied in all material respects with all statutes and regulations related
to the research, manufacture and sale of its products to the extent applicable to the Company’s and its Subsidiaries’
activities. Items manufactured or under investigation by the Company and its Subsidiaries comply with all applicable manufacturing
practices regulations and other requirements established by government regulators in the jurisdictions in which the Company or
its Subsidiaries manufacture their products. Except as disclosed in the SEC Reports, the Company is not and its Subsidiaries are
not the subject of any investigation by any competent authority with respect to the development, testing, manufacturing and distribution
of their products, nor has any investigation, prosecution, or other enforcement action been threatened by any regulatory agency.
Except as disclosed in the SEC Reports, neither the Company nor any of its Subsidiaries has received from any regulatory agency
any letter or other document asserting that the Company or any Subsidiary has violated any statute or regulation enforced by that
agency with respect to the development, testing, manufacturing and distribution of their products. To the Company’s knowledge,
research conducted by or for the Company and its Subsidiaries has complied in all material respects with all applicable legal
requirements. To the Company’s knowledge, research involving human subjects conducted by or for the Company and its Subsidiaries
has been conducted in compliance in all respects with all applicable statutes and regulations governing the protection of human
subjects and not involved any investigator who has been disqualified as a clinical investigator by any regulatory agency or has
been found by any agency with jurisdiction to have engaged in scientific misconduct.


 


(qq)Other
Covered Persons. Except as set forth on Schedule 3.1(s) or to attorneys for legal services, the Company is not aware
of any person that has been or will be paid (directly or indirectly) remuneration in connection with the sale of any Regulation
D Securities pursuant to this Agreement.


 


(rr)No
Outstanding Variable Priced Equity Linked Instruments. As of the Closing Date and for so long as Notes or Warrants are outstanding,
the Company will not have outstanding nor issuable any Variable Priced Equity Linked Instruments, nor any debt or equity with
anti-dilution, ratchet or reset rights except for the Securities.


 


(ss)Survival.
The foregoing representations and warranties shall survive the Closing.


 


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


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it 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.


 






    24


     


    

 


(b) Understandings
or Arrangements. Such Purchaser understands that the Securities are “restricted securities” and have not been
registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its
own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities
Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the
Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other
persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state
securities law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to
any registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring
the Securities hereunder in the ordinary course of its business.


 


(c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants or converts any Notes it will be either: (i) an accredited investor (“Accredited Investor”)
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer
under Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and legally qualified to purchase and own the
Securities. Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss
thereof. Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit F
(the “Investor Questionnaire”). The information set forth on the signature pages hereto and the Investor
Questionnaire regarding such Purchaser is true and complete in all respects. Except as disclosed in the Investor Questionnaire,
such Purchaser has had no position, office or other material relationship within the past three years with the Company or Persons
(as defined below) known to such Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory
Authority or an “associated person” (as such term is defined under the FINRA Membership and Registration Rules Section
1011).


 


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


 


(e) Information
on Company. Such Purchaser has been furnished with or has had access to the SEC Reports. Purchasers are not deemed to have
any knowledge of any information not included in the SEC Reports unless such information is delivered in the manner described
in the next sentence.  In addition, such Purchaser may have received in writing from the Company such other information
concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER
WRITTEN INFORMATION (such other information is collectively, the “Other Written Information”), and considered
all factors such Purchaser deems material in deciding on the advisability of investing in the Securities.  Such Purchaser
was afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers from, representatives
of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the
Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable
such Purchaser to evaluate the Securities; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
acquiring the Securities.


 






    25


     


    

 


(f) Compliance
with Securities Act; Reliance on Exemptions. Such Purchaser understands and agrees that the Securities have not been registered
under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require
registration under the Securities Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the Securities Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands
and agrees that the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of such Purchaser to acquire the Securities.


 


(g) Communication
of Offer. Such Purchaser is not purchasing the Securities as a result of any “general solicitation” or “general
advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.


 


(h) No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitability of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the Offering.


 


(i) No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents,
if applicable, (ii) conflict with nor constitute a default (or an event which with notice or lapse of time or both would become
a default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties (except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided
that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy of the
relevant representations and agreements of the Company herein.


 






    26


     


    

 


(j) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not
directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed
any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that
such Purchaser first received a written term sheet from the Company or any other Person representing the Company setting forth
the material terms of the transactions contemplated hereby and ending immediately prior to the execution hereof.


 


(k)
Survival. The foregoing representations and warranties shall survive the Closing.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1(a)Transfer
Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate
of a Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof
to provide to the Company, at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the Securities Act. As a condition of such transfer,
any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and
shall have the rights and obligations of a Purchaser under this Agreement and the other Transaction Documents.


 


(b) Legend.
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the
following form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE
TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN ACCREDITED
INVESTOR AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 






    27


     


    

 


(c) Pledge.
The Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with
a registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an
Accredited Investor and who agrees to be bound by the provisions of this Agreement and the Registration Rights Agreement and,
if required under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities to the pledgees or secured
parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the
pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such pledge.
At the appropriate Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee
or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities, including, if
the Securities are subject to registration pursuant to the Registration Rights Agreement, the preparation and filing of any required
prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable provision of the Securities Act to appropriately
amend the list of selling stockholders thereunder.


 


(d) Legend
Removal. Certificates evidencing the Underlying Shares shall not contain any legend (“Unlegended Shares”)
(including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security
is effective under the Securities Act, (ii) following any sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying
Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public
information required under Rule 144 as to such Underlying Shares and without volume or manner-of-sale restrictions or (iv) if
such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements
issued by the staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly
after the Effective Date if required by the Transfer Agent to effect the removal of the legend hereunder. If all or any Notes
are converted or any portion of a Warrant is exercised at a time when there is an effective registration statement to cover the
resale of the Underlying Shares, or if such Underlying Shares may be sold under Rule 144 or if such legend is not otherwise required
under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff
of the Commission) then such Underlying Shares shall be issued free of all legends. The Company agrees that following such time
as such legend is no longer required under this Section 4.1(c), it will, no later than two (2) Trading Days following the delivery
by a Purchaser to the Company or the Transfer Agent of a certificate representing Underlying Shares, as applicable, issued with
a restrictive legend (such second (2nd) Trading Day, the “Legend Removal Date”), deliver or cause
to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends.
The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions
on transfer set forth in this Section 4. Certificates for Underlying Shares subject to legend removal hereunder shall be transmitted
by the Transfer Agent to the Purchaser by crediting the account of the Purchaser’s prime broker with the Depository Trust
Company System as directed by such Purchaser.


 






    28


     


    

 


(e)Legend
Removal Default. In addition to such Purchaser’s other available remedies, provided the conditions for legend removal
set forth in Section 4.1(c) exist, the Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty,
for each $1,000 of Underlying Shares (based on the higher of the actual purchase price or VWAP of the Common Stock on the date
such Securities are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c),
$10 per Trading Day for each Trading Day after the Legend Removal Date (increasing to $20 per Trading Day after the fifth Trading
Day) until such certificate is delivered without a legend. Nothing herein shall limit such Purchaser’s right to pursue actual
damages for the Company’s failure to deliver certificates representing any Securities as required by the Transaction Documents,
and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief.


 


(f) DWAC.
In lieu of delivering physical certificates representing the Unlegended Shares, upon request of a Purchaser, so long as the certificates
therefor do not bear a legend and the Purchaser is not obligated to return such certificate for the placement of a legend thereon,
the Company shall cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Purchaser’s
prime broker with the Depository Trust Company through its Deposit Withdrawal At Custodian system, provided that the Company’s
Common Stock is DTC eligible and the Company’s transfer agent participates in the Deposit Withdrawal at Custodian system.
Such delivery must be made on or before the Legend Removal Date.


 


(g) Injunction.
In the event a Purchaser shall request delivery of Unlegended Shares as described in this Section 4.1 and the Company is required
to deliver such Unlegended Shares, the Company may not refuse to deliver Unlegended Shares based on any claim that such Purchaser
or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations under the Transaction
Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on notice, restraining
and or enjoining delivery of such Unlegended Shares shall have been sought and obtained by the Company and the Company has posted
a surety bond for the benefit of such Purchaser in the amount of the greater of (i) 120% of the amount of the aggregate purchase
price of the Underlying Shares to be subject to the injunction or temporary restraining order, or (ii) the VWAP of the Common
Stock on the trading day before the issue date of the injunction multiplied by the number of Unlegended Shares to be subject to
the injunction, which bond shall remain in effect until the completion of arbitration/litigation of the dispute and the proceeds
of which shall be payable to such Purchaser to the extent Purchaser obtains judgment in Purchaser’s favor.


 


(h) Buy-In.
In addition to any other rights available to Purchaser, if the Company fails to deliver to a Purchaser Unlegended Shares as required
pursuant to this Agreement and after the Legend Removal Date the Purchaser, or a broker on the Purchaser’s behalf, purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser of
the shares of Common Stock which the Purchaser was entitled to receive in unlegended form from the Company (a “Buy-In”),
then the Company shall promptly pay in cash to the Purchaser (in addition to any remedies available to or elected by the Purchaser)
the amount, if any, by which (A) the Purchaser’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (B) the aggregate purchase price of the shares of Common Stock delivered to the Company
for reissuance as Unlegended Shares together with interest thereon at a rate of 15% per annum accruing until such amount and any
accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example,
if a Purchaser purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to $10,000
of purchase price of Underlying Shares delivered to the Company for reissuance as Unlegended Shares, the Company shall be required
to pay the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts
payable to the Purchaser in respect of the Buy-In.


 






    29


     


    

 


(i) Plan
of Distribution. Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser
will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will
be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend
from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon
this understanding.


 


4.2 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant
to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless of the dilutive
effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3 Furnishing
of Information; Public Information.


 


(a) Until
the earliest of the time that (i) no Purchaser owns Securities or (ii) the Warrants have expired, the Company covenants to file
all periodic reports with the Commission pursuant to the Exchange Act and maintain the registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act after such time as the Company initially becomes subject to such requirements and to
timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed
by the Company after the date hereof pursuant to the Exchange Act and timely file all reports that would be required to be filed
by an issuer subject to Section 12(b) or 12(g) of the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


 


(b) At
any time commencing on the Closing Date and ending at such time that all of the Securities may be sold without the requirement
for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144,
if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public
Information Failure”) then, in addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser,
in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or impairment of its ability to sell
the Securities, an amount in cash equal to 2.0% of the aggregate principal amount of Notes and accrued interest thereon, and aggregate
Exercise Price of Warrant Shares held by such Purchaser on the day of a Public Information Failure and on every thirtieth (30th)
day (pro-rated for periods totaling less than thirty days) thereafter until the earlier of (a) the date such Public Information
Failure is cured and (b) such time that such public information is no longer required for the Purchasers to transfer the Underlying
Shares pursuant to Rule 144. The payments to which a Purchaser shall be entitled pursuant to this Section 4.3(b) are referred
to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the
earlier of (i) the last day of the calendar month during which such Public Information Failure Payments are incurred and (ii)
the third (3rd) Business Day after the event or failure giving rise to the Public Information Failure Payments is cured. In the
event the Company fails to make Public Information Failure Payments in a timely manner, such Public Information Failure Payments
shall bear interest at the rate of 1.5% per month (prorated for partial months) until paid in full. Nothing herein shall limit
such Purchaser’s right to pursue actual damages for the Public Information Failure, and such Purchaser shall have the right
to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or
injunctive relief.


 






    30


     


    

 


4.4 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the closing of such other transaction or to effectuate such other transaction unless shareholder approval is obtained
before the earlier of the closing of such subsequent transaction or effectuation of such other transaction.


 


4.5 Conversion
and Exercise Procedures. Each of the form of Notice of Exercise included in the Warrants and the form of Notice of Conversion
included in the Notes set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants or
convert the Notes. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise
their Warrants or convert their Notes. The Company shall honor exercises of the Warrants and conversions of the Notes and shall
deliver Underlying Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.6 Securities
Laws Disclosure; Publicity. The Company shall on or before the fourth Trading Day following the Closing Date, file a Current
Report on Form 8-K including the Transaction Documents as exhibits thereto with the Commission (“Form 8-K”).
A form of the Form 8-K is annexed hereto as Exhibit G. Such Exhibit G will be identical to the Form 8-K which will
be filed with the Commission except for the omission of signatures thereto by the Company. From and after the filing of the Form
8-K, the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers by the Company or any Subsidiary, or any of their respective officers, directors, employees or agents
in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with
each other in issuing any press releases with respect to the transactions contemplated hereby, and neither the Company nor any
Purchaser shall issue any press release nor otherwise make any such public statement without the prior consent of the Company,
with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press
release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by
law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication.
Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser
in any filing with the Commission or any regulatory agency or Trading Market unless the name of such Purchaser is already included
in the body of the Transaction Documents, without the prior written consent of such Purchaser, except: (a) as required by federal
securities law in connection with the filing of final Transaction Documents with the Commission and any registration statement
pursuant to the Registration Rights Agreement, and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b). The
Company may file a Form 10-Q in lieu of the Form 8-K provided such filing contains the content required to be included in the
Form 8-K and the Form 10-Q is filed not later than the Trading Day after the Closing Date.


 


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


 






    31


     


    

 


4.8 Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have entered into a written agreement with the Company regarding the confidentiality and use of such
information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


 


4.9 Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder substantially for the purposes
set forth on Schedule 4.9 hereto and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s
debt except as disclosed on Schedule 4.9 (other than payment of trade payables in the ordinary course of the Company’s
business and consistent with prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for
the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.


 


4.10 Indemnification
of Purchasers. Subject to the provisions of this Section 4.10, the Company will indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party 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 Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its material representations, warranties
or covenants under the Transaction Documents. The indemnification required by this Section 4.10 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 






    32


     


    

 


4.11 Reservation
and Listing of Securities.


 


(a) As
of the date hereof, the Company, ignoring any conversion or exercise, has reserved for each Purchaser and the Company shall continue
to reserve and keep available at all times, the “Required Minimum”, free of preemptive rights. If, on any date, the
number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required Minimum on such
date (an “Authorized Share Failure”), then the Board of Directors shall use commercially reasonable efforts
to amend the Company’s certificate of incorporation to increase the number of authorized but unissued shares of Common Stock
to at least the Required Minimum plus such other amount as may be required for the Company’s other purposes, and reserve
the Required Minimum on behalf of the Purchaser, as soon as possible and in any event not later than the 60th day after
such date. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence
of an Authorized Share Failure, but in no event later than sixty (60) days after the occurrence of such Authorized Share Failure,
the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common
Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement and shall use its commercially
reasonable efforts to solicit its stockholders' approval of such increase in authorized shares of Common Stock and to cause its
board of directors to recommend to the stockholders that they approve such proposal. Notwithstanding the foregoing, if any such
time of an Authorized Share Failure, the Company is able to obtain the written consent of a majority of the shares of its issued
and outstanding Common Stock to approve the increase in the number of authorized shares of Common Stock without soliciting its
stockholders, the Company may satisfy this obligation by obtaining such consent and submitting for filing with the SEC an Information
Statement on Schedule 14C.


 


(b) The
Company shall prior to the Closing: (i) in the time and manner required by the principal Trading Market, prepare and file with
such Trading Market an additional shares listing application covering a number of shares of Common Stock at least equal to the
Required Minimum on the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved
for listing or quotation on such Trading Market as soon as possible thereafter, (iii) provide to the Purchasers evidence of such
listing or quotation and (iv) maintain the listing or quotation of such Common Stock on any date at least equal to the Required
Minimum on such date on such Trading Market or another Trading Market. The Company will take all action necessary to continue
the listing or quotation and trading of its Common Stock on a Trading Market until the later of (i) at least five (5) years after
the Closing Date, and (ii) for so long as the Notes or Warrants are outstanding, and will comply in all respects with the Company’s
reporting, filing and other obligations under the bylaws or rules of the Trading Market. In the event the aforedescribed listing
is not continuously maintained for five (5) years after the Closing Date and for so long as Notes or Warrants are outstanding
(a “Listing Default”), then in addition to any other rights the Purchasers may have hereunder or under Applicable
Law, on the first day of a Listing Default and on each monthly anniversary of each such Listing Default date (if the applicable
Listing Default shall not have been cured by such date) until the applicable Listing Default is cured, the Company shall pay to
each Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to 2% of the aggregate outstanding
Note principal and accrued interest, conversion price of Conversion Shares and purchase price of Warrant Shares held by such Purchaser
or which may be acquired upon exercise of Warrants on the day of a Listing Default and on every thirtieth day (pro-rated for periods
less than thirty days) thereafter until the date such Listing Default is cured. If the Company fails to pay any liquidated damages
pursuant to this Section in a timely manner, the Company will pay interest thereon at a rate of 1.5% per month (pro-rated for
partial months) to the Purchaser.


 






    33


     


    

 


4.12 Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at a Closing under Applicable Law, including “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 


4.13 Subsequent
Equity Sales. From the date hereof until the later of (i) such time as the Notes are no longer outstanding, or (ii) one year
after the Effective Date, the Company will not, without the consent of a Majority in Interest, enter into any Equity Line of Credit
or similar agreement, issue or agree to issue floating or Variable Priced Equity Linked Instruments nor issue or agree to issue
any of the foregoing or equity with price reset rights (subject to adjustment for stock splits, distributions, dividends, recapitalizations
and the like) (collectively, a “Variable Rate Transaction”). For purposes hereof, “Equity Line of
Credit” shall include any transaction involving a written agreement between the Company and an investor or underwriter
whereby the Company has the right to “put” its securities to the investor or underwriter over an agreed period of
time and at an agreed price or price formula, and “Variable Priced Equity Linked Instruments” shall include:
(A) any debt or equity securities which are convertible into, exercisable or exchangeable for, or carry the right to receive additional
shares of Common Stock or Common Stock Equivalents or any of the foregoing at a price that can be reduced either (1) at any conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common
Stock at any time after the initial issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange
price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity security
due to a change in the market price of the Company’s Common Stock since date of initial issuance, or upon the issuance of
any debt, equity or Common Stock Equivalent, and (B) any amortizing convertible security which amortizes prior to its maturity
date, where the Company is required or has the option to (or any investor in such transaction has the option to require the Company
to) make such amortization payments in shares of Common Stock which are valued at a price that is based upon and/or varies with
the trading prices of or quotations for Common Stock at any time after the initial issuance of such debt or equity security (whether
or not such payments in stock are subject to certain equity conditions).  For purposes of determining the total consideration
for a convertible instrument (including a right to purchase equity of the Company) issued, subject to an original issue or similar
discount or which principal amount is directly or indirectly increased after issuance, the consideration will be deemed to be
the actual net cash amount received by the Company in consideration of the original issuance of such convertible instrument. For
so long as the Notes or Warrants are outstanding, the Company will not, without the consent of a Majority in Interest, issue any
Common Stock or Common Stock Equivalents to officers, directors, and employees of the Company unless such issuance is an Exempt
Issuance or in the amounts and on the terms set forth on Schedule 4.13. For so long as any Notes and Warrants are outstanding,
the Company will not issue or amend the terms of any securities or Common Stock Equivalents or of any agreement outstanding or
in effect as of the date of this Agreement pursuant to which same were or may be acquired without the consent of a Majority in
Interest, if the result of such issuance or amendment would be at an effective price per share of Common Stock less than the higher
of the Conversion Price or Warrant Exercise Price in effect at the time of such issuance or amendment. The restrictions and limitations
in this Section 4.13 are in addition to and shall apply whether or not a Purchaser exercises its rights pursuant to Section 4.17
and Section 4.23.


 






    34


     


    

 


4.14 Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration
is also offered on a ratable basis to all of the parties to this Agreement. For clarification purposes, this provision constitutes
a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the
Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group
with respect to the purchase, disposition or voting of Securities or otherwise.


 


4.15 Capital
Changes. Until the one (1) year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock
split or reclassification of the Common Stock without five (5) days prior written notice to the Purchasers. In no event will the
Company reduce the par value of the Common Stock to an amount less than the lesser of (i) the Conversion Price, or (ii) Warrant
Price, then in effect.


 


4.16 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it, nor any Affiliate acting on such Purchaser’s behalf or pursuant to any understanding with such Purchaser will execute
any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the
execution of this Agreement and ending at such time that the transactions contemplated by this Agreement are first publicly announced
pursuant to a press release or Form 8-K as described in Section 4.6.  Each Purchaser, severally and not jointly with the
other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by
the Company pursuant to a press release or Form 8-K as described in Section 4.6, such Purchaser will maintain the confidentiality
of the existence and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules.
Notwithstanding the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly
acknowledges and agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in
effecting transactions in any securities of the Company after the time that the transactions contemplated by this Agreement are
first publicly announced pursuant to a press release or Form 8-K as described in Section 4.6, (ii) no Purchaser shall be restricted
or prohibited from effecting any transactions in any securities of the Company in accordance with Applicable Law from and after
the time that the transactions contemplated by this Agreement are first publicly announced pursuant to a press release or Form
8-K, and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the filing of the
Form 8-K.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate
portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge
of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment
decision to purchase the Securities covered by this Agreement.


 


4.17 Participation
in Future Financing.


 


(a) Until
one year after the Closing Date upon any proposed issuance by the Company or any of its Subsidiaries of Common Stock, Common Stock
Equivalents for cash consideration, Indebtedness or a combination thereof, other than (i) a rights offering to all holders of
Common Stock (which may include extending such rights offering to holders of Notes), or (ii) an Exempt Issuance (each a “Subsequent
Financing”), the Purchasers shall have the right to participate in up to an amount of the Subsequent Financing equal
to one hundred percent (100%) of the Subsequent Financing (the “Participation Maximum”) pro rata to each other
in proportion to their Subscription Amounts on the same terms, conditions and price provided for in the Subsequent Financing,
unless the Subsequent Financing is an underwritten public offering, in which case the Company shall notify each Purchaser of such
public offering when it is lawful for the Company to do so, but no Purchaser shall be entitled to purchase any particular amount
of such public offering without the approval of the lead underwriter of such underwritten public offering.


 






    35


     


    

 


(b) At
least ten (10) Trading Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Purchaser a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Purchaser
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”).
Upon the request of a Purchaser, and only upon a request by such Purchaser, for a Subsequent Financing Notice, the Company shall
promptly, but no later than one (1) Trading Day after such request, deliver a Subsequent Financing Notice to such Purchaser. The
requesting Purchaser shall be deemed to have acknowledged that the Subsequent Financing Notice may contain material non-public
information. The Subsequent Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing,
the amount of proceeds intended to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing
is proposed to be effected and shall include a term sheet or similar document relating thereto as an attachment.


 


(c) Any
Purchaser desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30
p.m. (New York City time) on the tenth (10th) Trading Day after all of the Purchasers have received the Pre-Notice
that the Purchaser is willing to participate in the Subsequent Financing, the amount of such Purchaser’s participation,
and representing and warranting that such Purchaser has such funds ready, willing, and available for investment on the terms set
forth in the Subsequent Financing Notice. If the Company receives no such notice from a Purchaser as of such tenth (10th)
Trading Day, such Purchaser shall be deemed to have notified the Company that it does not elect to participate.


 


(d) If
by 5:30 p.m. (New York City time) on the tenth (10th ) Trading Day after all of the Purchasers have received the Pre-Notice,
notifications by the Purchasers of their willingness to participate in the Subsequent Financing (or to cause their designees to
participate) is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may affect the remaining
portion of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice and the Purchasers
shall simultaneously affect their portion of such Subsequent Financing as set forth in their notifications to the Company consistent
with the terms set forth in the Subsequent Financing Notice.


 


(e) If
by 5:30 p.m. (New York City time) on the fifteenth (15th) Trading Day after all of the Purchasers have received the
Pre-Notice, the Company receives responses to a Subsequent Financing Notice from Purchasers seeking to purchase more than the
aggregate amount of the Participation Maximum, each such Purchaser shall have the right to purchase its Pro Rata Portion (as defined
below) of the Participation Maximum.  “Pro Rata Portion” means the ratio of (x) the principal amount of
Notes purchased hereunder by a Purchaser participating under this Section 4.17 and (y) the sum of the aggregate principal amounts
of Notes purchased hereunder by all Purchasers participating under this Section 4.17.


 


(f) The
Company must provide the Purchasers with a second Subsequent Financing Notice, and the Purchasers will again have the right of
participation set forth above in this Section 4.18, if the Subsequent Financing subject to the initial Subsequent Financing Notice
is not consummated for any reason on the terms set forth in such Subsequent Financing Notice within sixty (60) Trading Days after
the date of the initial Subsequent Financing Notice.


 






    36


     


    

 


(g) The
Company and each Purchaser agree that if any Purchaser elects to participate in the Subsequent Financing, the transaction documents
related to the Subsequent Financing shall not include any term or provision whereby such Purchaser shall be required to agree
to any restrictions on trading as to any of the Securities purchased hereunder (for avoidance of doubt, the securities purchased
in the Subsequent Financing shall not be considered securities purchased hereunder) or be required to consent to any amendment
to or termination of, or grant any waiver, release or the like under or in connection with, this Agreement, without the prior
written consent of such Purchaser.


 


(h) Notwithstanding
anything to the contrary in this Section 4.17 and unless otherwise agreed to by such Purchaser, the Company shall either confirm
in writing to such Purchaser that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly
disclose its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Purchaser
will not be in possession of any material, non-public information, by the seventeenth (17th) Trading Day following
delivery of the Subsequent Financing Notice. If by such seventeenth (17th) Trading Day, no public disclosure regarding
a transaction with respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction
has been received by such Purchaser, such transaction shall be deemed to have been abandoned and such Purchaser shall not be deemed
to be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.


 


4.18 Purchaser’s
Exercise Limitations. The Company shall not effect exercise of the rights granted in Sections 4.17 and 4.23 of this Agreement,
and a Purchaser shall not have the right to exercise any portion of such rights granted in Sections 4.17 and 4.23 only to the
extent that after giving effect to such exercise, the Purchaser, would beneficially own in excess of the Beneficial Ownership
Limitation (as defined in the Note), applied in the manner set forth in the Note. In such event the right by Purchaser to benefit
from such rights or receive shares in excess of the Beneficial Ownership Limitation shall be held in abeyance until such times
as such excess shares shall not exceed the Beneficial Ownership Limitation, provided the Purchaser complies with the Purchaser’s
other obligations in connection with the exercise by Purchaser of its rights pursuant to Sections 4.17 and 4.23.


 


4.19 Maintenance
of Property/Insurance. The Company shall and shall cause each Subsidiary to keep all of its property, which is necessary or
useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted and insured by insurers
of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for the
businesses of the Company and Subsidiary. From and after the Closing Date and for so long as any Securities are held by a Purchaser,
the Company will maintain directors and officers insurance coverage at least equal to the aggregate Subscription Amount.


 


4.20 Preservation
of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises
in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign entity in each jurisdiction in which
such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might
reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.


 


4.21 DTC
Program. At all times that Notes or Warrants are outstanding, the Company shall employ as the transfer agent for its Common
Stock and Underlying Shares a participant in the Depository Trust Company Automated Securities Transfer Program and cause the
Common Stock and Underlying Shares to be transferable pursuant to such program.


 






    37


     


    

 


4.22Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company,
the Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting
claims on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 


4.23 Most
Favored Nation Provision. From the date hereof and for so long as a Purchaser holds any Securities, in the event that the
Company issues or sells any Common Stock or Common Stock Equivalents, if a Purchaser then holding outstanding Securities reasonably
believes that any of the terms and conditions appurtenant to such issuance or sale are more favorable to such investors than are
the terms and conditions granted to the Purchasers hereunder, upon notice to the Company by such Purchaser within five (5) Trading
Days after disclosure of such issuance or sale, the Company shall amend the terms of this transaction as to such Purchaser only
so as to give such Purchaser the benefit of such more favorable terms or conditions. This Section 4.23 shall not apply with respect
to an Exempt Issuance. The Company shall provide each Purchaser with notice of any such issuance or sale not later than ten (10)
Trading Days before such issuance or sale.


 


4.24Indebtedness.
For so long as any Note is outstanding, the Company will not incur any Indebtedness other than Permitted Indebtedness, without
the consent of the Majority in Interest.


 


4.25 Notice
of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person not otherwise disclosed herein or in the SEC Reports.


 


4.26 Duration
of Undertakings. Unless otherwise stated in this Article IV, all of the Company’s undertakings, obligations and responsibilities
set forth in Article IV of this Agreement shall remain in effect for so long as any Securities remain outstanding.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1 Termination. 
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing
has not been consummated on or before May 31, 2018; provided, however, that such termination will not affect the
right of any party to sue for any breach by any other party (or parties).


 






    38


     


    

 


5.2 Fees
and Expenses. At the Closing, the Company has agreed to pay G&M for the legal fees in connection with G&M’s
representation of Alpha Capital Anstalt (and no other Purchasers except pursuant to the Escrow Agreement) in the amount of $15,000
(of which $7,500 has been paid). Except as expressly set forth in the Transaction Documents and on Schedule 3.1(s), each
party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses
incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company
shall reimburse Purchasers for all expenses incurred in connection with UCC, lien, judgment, tax and similar searches conducted
in connection with the Offering. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required
for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice delivered by
a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.
The Company shall be responsible for all wire fees incurred by the Escrow Agent for the receipt and disbursement of Subscription
Amounts. Such fees may be disbursed by the Escrow Agent from any funds deliverable to or for the benefit of the Company. All of
the Purchasers acknowledge that they have been advised to seek the advice of their own attorneys.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed
effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Company, to: Immudyne Inc., 1460 Broadway, New York, NY 10036, Attn:
Justin Schreiber, CEO, with a copy by fax only to: Lucosky Brookman, 101 Wood Avenue South, Woodbridge, NJ 08830, Attn: Lawrence
Metelitsa, Esq., facsimile: (732) 395-4401, and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the
signature pages hereto, with an additional copy by fax only to (which shall not constitute notice): Grushko & Mittman, P.C.,
515 Rockaway Avenue, Valley Stream, New York 11581, fax: (212) 697-3575.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest of the Securities then
outstanding (the “Majority in Interest”), or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. Whenever the term “consent of the Purchasers” or a similar term is employed
herein, it shall mean the consent of a Majority in Interest. No waiver of any default with respect to any provision, condition
or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default
or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right.


 






    39


     


    

 


5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Following a Closing, any Purchaser may assign any or all of its rights under this Agreement
to any Person to whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.10.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a
party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be
commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to
the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including
with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert
in any action, suit or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such
suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under
this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either
party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the
obligations of the Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation
and prosecution of such action or proceeding.


 


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


 


5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 






    40


     


    

 


5.13 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights; provided, however, that in the case of a rescission of a conversion of a Note
or exercise of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such
rescinded conversion or exercise notice concurrently with the return to such Purchaser of the aggregate Exercise Price paid to
the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s
Warrant (including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 


5.15 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


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


 






    41


     


    

 


5.17 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order
to enforce any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any
Transaction Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents
for payments in the nature of interest shall not exceed the maximum lawful rate authorized under Applicable Law (the “Maximum
Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of
them, when aggregated with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction
Documents exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to
the Transaction Documents is increased or decreased by statute or any official governmental action subsequent to the date hereof,
the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from
the Closing Date thereof forward, unless such application is precluded by Applicable Law. If under any circumstances whatsoever,
interest in excess of the Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction
Documents, such excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded
to the Company, the manner of handling such excess to be at such Purchaser’s election.


 


5.18 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each
Purchaser and its respective counsel have chosen to communicate with the Company through G&M. The Company has elected to provide
all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required
or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement
and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers
collectively and not between and among the Purchasers.


 


5.19 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 


5.20 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day or Trading Day, as the case may be, then such action may be taken or such right
may be exercised on the next succeeding Business Day or Trading Day, as the case may be.


 


5.21 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 


5.22 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


5.23 Equitable
Adjustment. Trading volume amounts, price/volume amounts, the amount of Warrants, the amount of shares of Common Stock identified
in this Agreement, Conversion Price, Exercise Price, Underlying Shares and similar figures in the Transaction Documents shall
be equitably adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described
in this Agreement, Note and Warrants.


 


(Signature
Pages Follow)


 




    42


     


    

 


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


 





	IMMUDYNE,
    INC.	 	Address for Notice:
	 	 	 	 
	By:	 	 	1460 Broadway
	 	Name: Justin Schreiber	 	New York, NY 10036
	 	Title: CEO	 	 



 


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

         

        Lucosky
        Brookman

        101
        Wood Avenue South

        Woodbridge,
        NJ 08830

        Attn:
        Lawrence Metelitsa, Esq.

        Fax:
        (732) 395-4401
	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 


SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 




    43


     


    

 


[PURCHASER
SIGNATURE PAGE TO IMMUDYNE, INC.


SECURITIES
PURCHASE AGREEMENT]


 


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


 


Name
of Purchaser: ________________________________________________________


 


Signature
of Authorized Signatory of Purchaser: __________________________________


 


Name
of Authorized Signatory: ____________________________________________________


 


Title
of Authorized Signatory: _____________________________________________________


 


Email
Address of Authorized Signatory: _____________________________________________


 


Facsimile
Number of Authorized Signatory: __________________________________________


 


State
of Residence of Purchaser: _________________________________________________


 


Address
for Notice to Purchaser:


 


 


 


Address
for Delivery of Securities to Purchaser (if not same as address for notice):


 


 


 


Subscription
Amount: US$________________


 


Note
principal amount: ___________________


 


Warrants:
___________________


 


EIN
Number, if applicable, will be provided under separate cover


 


Date:
___________________________


 


[SIGNATURE
PAGES CONTINUE]


 




    44


     


    

 


EXHIBITS
AND SCHEDULES


 





	Exhibit A	Form of Note
	Exhibit B	Form of Warrant
	Exhibit C	Escrow Agreement
	Exhibit D	Form of Security Agreement [or Joinder Agreement]
	Exhibit E	Form of Legal Opinion
	Exhibit F	Form of Investor Questionnaire
	Exhibit G	Form of Form 8-K
	Exhibit H	Form of Lockup Agreement
	Exhibit I	Registration Rights Agreement
	Exhibit J	Pledge and Security Agreement




 


Schedule
2.2(a)(vii)


Schedule
3.1(a)


Schedule
3.1(g)


Schedule
3.1(i)


Schedule
3.1(s)


Schedule
3.1(u)


Schedule
3.1(y)


Schedule
3.1(z)


Schedule
3.1(cc)


Schedule
3.1(ll)


Schedule
3.1(rr)


Schedule
4.9


Schedule
4.13


 




    45


     


    

 


 


EXHIBIT
F


 


ACCREDITED
INVESTOR QUESTIONNAIRE


 


IN
CONNECTION WITH INVESTMENT IN SECURED CONVERTIBLE NOTE


 


IMMUDYNE,
INC.,


A
DELAWARE CORPORATION


PURSUANT
TO SECURITIES PURCHASE AGREEMENT DATED MAY 29, 2018


 


	TO:	Immudyne, Inc.




1460
Broadway


New
York, NY 10036


 


INSTRUCTIONS


 


PLEASE
ANSWER ALL QUESTIONS. If the appropriate answer is “None” or “Not Applicable”, so state. Please print
or type your answers to all questions. Attach additional sheets if necessary to complete your answers to any item.


 


Your
answers will be kept strictly confidential at all times. However, Immudyne, Inc. (the “Company”) may present this
Questionnaire to such parties as it deems appropriate in order to assure itself that the offer and sale of securities of the Company
will not result in a violation of the registration provisions of the Securities Act of 1933, as amended, or a violation of the
securities laws of any state.


 


1. Please
provide the following information:


 


Name:_________________________________________________________________________


 


Name
of additional purchaser:_______________________________________________________

(Please complete information in Question 5)


 


Date
of birth, or if other than an individual, year of organization or incorporation:


 


_______________________________________________________________________________


 


_______________________________________________________________________________


 


2. Residence
address, or if other than an individual, principal office address:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Telephone
number:_______________________________________________________________


 


Social
Security Number:___________________________________________________________


 


Taxpayer
Identification Number:_____________________________________________________


 






    46


     


    

 


3.
Business address:______________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Business
telephone number:_________________________________________________________


 


4.
Send mail to:Residence ______Business _______


 


5. With
respect to tenants in common, joint tenants and tenants by the entirety, complete only if information differs from that above:


 


Residence
address:________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Telephone
number:_______________________________________________________________


 


Social
Security Number:___________________________________________________________


 


Taxpayer
Identification Number:_____________________________________________________


 


Business
address:_________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


Business
telephone number:_________________________________________________________


 


Send
Mail to: Residence _______Business _______


 


6. Please
describe your present or most recent business or occupation and indicate such information as the nature of your employment, how
long you have been employed there, the principal business of your employer, the principal activities under your management or
supervision and the scope (e.g. dollar volume, industry rank, etc.) of such activities:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 






    47


     


    

 


7. Please
state whether you (i) are associated with or affiliated with a member of the Financial Industry Regulatory Association, Inc. (“FINRA”),
(ii) are an owner of stock or other securities of FINRA member (other than stock or other securities purchased on the open market),
or (iii) have made a subordinated loan to any FINRA member:


 





	 	 	 	 	 
	 	Yes	 	No	 



 


(a) If
you answered yes to any of (i) – (iii) above, please indicate the applicable answer and briefly describe the facts below:


 


______________________________________________________________________________


 


______________________________________________________________________________


 


______________________________________________________________________________


 


8A.Applicable
to Individuals ONLY. Please answer the following questions concerning your financial condition as an Accredited Investor (within
the meaning of Rule 501 of Regulation D). If the purchaser is more than one individual, each individual must initial an answer
where the question indicates a “yes” or “no” response and must answer any other question fully, indicating
to which individual such answer applies. If the purchaser is purchasing jointly with his or her spouse, one answer may be indicated
for the couple as a whole:


 


8.1 Does
your net worth* (or joint net worth with your spouse) exceed $1,000,000?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


8.2 Did
you have an individual income** in excess of $200,000 or joint income together with your spouse in excess of $300,000 in each
of the two most recent years and do you reasonably expect to reach the same income level in the current year?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


8.3 Are
you an executive officer of the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


*
For purposes hereof, net worth shall be deemed to include ALL of your assets, liquid or illiquid MINUS any liabilities.


 


**
For purposes hereof, the term “income” is not limited to “adjusted gross income” as that term is defined
for federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross
income”. For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally
incurred by such investor in connection with earning the salary, plus any income from any other source including unearned income,
is a fair measure of “income” for purposes hereof. For investors who are self-employed, “income” is generally
construed to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning
such revenues.


 






    48


     


    

 


8.B Applicable
to Corporations, Partnerships, Trusts, Limited Liability Companies and other Entities ONLY:


 


The
purchaser is an Accredited Investor because the purchaser falls within at least one of the following categories (Check all appropriate
lines):


 


		___	(i)
                                         a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or
                                         other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual
                                         or fiduciary capacity;



 


		___	(ii)
                                         a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,
                                         as amended;



 


		___	(iii)
                                         an insurance company as defined in Section 2(13) of the Act;



 


		___	(iv)
                                         an investment company registered under the Investment Company Act of 1940, as amended
                                         (the “Investment Act”) or a business development company as defined in Section
                                         2(a)(48) of the Investment Act;



 


		___	(v)
                                         a Small Business Investment Company licensed by the U.S. Small Business Administration
                                         under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;



 


		___	(vi)
                                         a plan established and maintained by a state, its political subdivisions, or any agency
                                         or instrumentality of a state or its political subdivisions, for the benefit of its employees,
                                         where such plan has total assets in excess of $5,000,000;



 


		___	(vii)
                                         an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income
                                         Security Act of 1974, as amended (the “Employee Act”), where the investment
                                         decision is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act,
                                         which is either a bank, savings and loan association, insurance company, or registered
                                         investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000,
                                         or a self-directed plan the investment decisions of which are made solely by persons
                                         that are Accredited Investors;



 


		___	(viii)
                                         a private business development company, as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940, as amended;
	 	 	 
	 	___	(ix)
                                         an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation,
                                         a Massachusetts or similar business trust, or a partnership, not formed for the specific
                                         purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 






    49


     


    

 


		___	(x)
                                         a trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered, whose purchase is directed by a “sophisticated”
                                         person, as described in Rule 506(b)(2)(ii) promulgated under the Act, who has such knowledge
                                         and experience in financial and business matters that he or she is capable of evaluating
                                         the merits and risks of the prospective investment;



 


		___	(xi)
                                         an entity in which all of the equity investors are persons or entities described above
                                         (“Accredited Investors”). ALL EQUITY OWNERS MUST COMPLETE “EXHIBIT
                                         A” ATTACHED HERETO.



 


9.A Do
you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and
risks associated with investing in the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


ANSWER
QUESTION 9B ONLY IF THE ANSWER TO QUESTION 9A WAS “NO.”


 


9.B If
the answer to Question 9A was “NO,” do you have a financial or investment adviser (a) that is acting in the capacity
as a purchaser representative and (b) who has sufficient knowledge and experience in financial and business matters so as to be
capable of evaluating the merits and risks associated with investing in the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


If
you have a financial or investment adviser(s), please identify each such person and indicate his or her business address and telephone
number in the space below. (Each such person must complete, and you must review and acknowledge, a separate Purchaser Representative
Questionnaire which will be supplied at your request).


 


______________________________________________________________________________


 


______________________________________________________________________________


 


10. You
have the right, will be afforded an opportunity, and are encouraged to investigate the Company and review relevant factors and
documents pertaining to the officers of the Company, and the Company and its business and to ask questions of a qualified representative
of the Company regarding this investment and the properties, operations, and methods of doing business of the Company.


 


Have
you or has your purchaser representative, if any, conducted any such investigation, sought such documents or asked questions of
a qualified representative of the Company regarding this investment and the properties, operations, and methods of doing business
of the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


If
so, briefly describe:_____________________________________________________________


 


______________________________________________________________________________


 


If
so, have you completed your investigation and/or received satisfactory answers to your questions?


 





	 	 	 	 	 
	 	Yes	 	No	 


 






    50


     


    

 


11. Do
you understand the nature of an investment in the Company and the risks associated with such an investment?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


12. Do
you understand that there is no guarantee of any financial return on this investment and that you will be exposed to the risk
of losing your entire investment?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


13. Do
you understand that this investment is not liquid?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


14. Do
you have adequate means of providing for your current needs and personal contingencies in view of the fact that this is not a
liquid investment?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


15. Are
you aware of the Company’s business affairs and financial condition, and have you acquired all such information about the
Company as you deem necessary and appropriate to enable you to reach an informed and knowledgeable decision to acquire the Interests?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


16. Do
you have a “pre-existing relationship” with the Company or any of the officers of the Company?


 





	 	 	 	 	 
	 	Yes	 	No	 


 


(For
purposes hereof, “pre-existing relationship” means any relationship consisting of personal or business contacts of
a nature and duration such as would enable a reasonably prudent investor to be aware of the character, business acumen, and general
business and financial circumstances of the person with whom such relationship exists.)


 


If
so, please name the individual or other person with whom you have a pre-existing relationship and describe the relationship:


 


______________________________________________________________________________


 


______________________________________________________________________________


 




    51


     


    

 


17. Exceptions
to the representations and warranties made in Section 3.2 of the Securities Purchase Agreement (if no exceptions, write “none”
– if left blank, the response will be deemed to be “none”): ___________________________________________________


 


_____________________________________________________________________________


 


Dated:
__________________, 2018


 


If
purchaser is one or more individuals (all individuals must sign):


 


______________________________________________________________________________

(Type or print name of prospective purchaser)


 


______________________________________________________________________________

Signature of prospective purchaser


 


______________________________________________________________________________

Social Security Number


 


______________________________________________________________________________

(Type or print name of additional purchaser)


 


______________________________________________________________________________

Signature of spouse, joint tenant, tenant in common or other signature, if required


 


______________________________________________________________________________

Social Security Number


 




    52


     


    

 


Annex
A


 


Definition
of Accredited Investor


 


The
securities will only be sold to investors who represent in writing in the Securities Purchase Agreement that they are Accredited
Investors, as defined in Regulation D, Rule 501 under the Act which definition is set forth below:


 


1. A
natural person whose net worth, or joint net worth with spouse, at the time of purchase exceeds $1 million (excluding home); or


 


2. A
natural person whose individual gross income exceeded $200,000 or whose joint income with that person’s spouse exceeded
$300,000 in each of the last two years, and who reasonably expects to exceed such income level in the current year; or


 


3. A
trust with total assets in excess of $5 million, not formed for the specific purpose of acquiring the securities offered, whose
purchase is directed by a sophisticated person described in Regulation D; or


 


4. A
director or executive officer of the Company; or


 


5. The
investor is an entity, all of the owners of which are Accredited Investors; or


 


6. (a)
bank as defined in Section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Act, (b) any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, (c)
an insurance Company as defined in Section 2(13) of the Act, (d) an investment Company registered under the Investment Company
Act of 1940 or a business development Company as defined in Section 2(a)(48) of such Act, (e) a Small Business Investment Company
licensed by the United States Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of
1958, (f) an employee benefit plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, if such plan has total assets in excess of $5 million, (g) an employee benefit plan
within the meaning of Title I of the Employee Retirement Income Securities Act of 1974, and the employee benefit plan has assets
in excess of $5 million, or the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, that
is either a bank, savings and loan institution, insurance Company, or registered investment advisor, or, if a self-directed plan,
with an investment decisions made solely by persons that are Accredited Investors, (h) a private business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, or (i) an organization described in Section 501(c)(3)
of the Internal Revenue code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific
purpose of acquiring the securities offered, with assets in excess of $5 million.


 




    53


     


    

 


EXHIBIT
“A” TO ACCREDITED INVESTOR QUESTIONNAIRE


 


ACCREDITED
CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES INITIALING QUESTION 8B(xi) MUST PROVIDE THE
FOLLOWING INFORMATION.


 


I
hereby certify that set forth below is a complete list of all equity owners in __________________ [NAME OF ENTITY], a [TYPE OF
ENTITY] formed pursuant to the laws of the State of . I also certify that EACH SUCH OWNER HAS INITIALED THE SPACE OPPOSITE
HIS OR HER NAME and that each such owner understands that by initialing that space he or she is representing that he or she
is an accredited individual investor satisfying the test for accredited individual investors indicated under “Type of Accredited
Investor.”


 





	 	__________________________________________
	 	signature of authorized corporate officer, general partner or trustee




 


	Name of Equity Owner	Type of Accredited Investor1




 


1.____________________________________________________________________________ 


2.____________________________________________________________________________ 


3.____________________________________________________________________________ 


4.____________________________________________________________________________ 


5.____________________________________________________________________________ 


6.____________________________________________________________________________ 


7.____________________________________________________________________________ 


8.____________________________________________________________________________ 


9.____________________________________________________________________________ 


10.___________________________________________________________________________ 


 


 


 









1 Indicate
which Subparagraph of 8.1 - 8.3 the equity owner satisfies.


 


 


 54