EXHIBIT 10.2



  





 


May
22, 2016


 


CONFIDENTIAL


 


OncoSec
Medical Incorporated


5820
Nancy Ridge Drive


San
Diego, CA 92121


Attn:
Punit Dhillon


 


Dear
Mr. Dhillon:


 


This
letter (the “Agreement”) constitutes the agreement between H.C. Wainwright & Co., LLC (“Wainwright”
or the “Placement Agent”) and OncoSec Medical Incorporated (the “Company”), that Wainwright
shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection
with the proposed placement (the “Placement”) of registered securities (the “Securities”)
of the Company, including shares of the Company’s common stock, par value $.0001 per share (the “Shares”
or “Common Stock”) and warrants to purchase shares of Common Stock, pursuant to the Registration Statement
(as that term is defined in Section 2(A) below). The terms of such Placement and the Securities shall be mutually agreed upon
by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”)
and nothing herein constitutes that Wainwright would have the power or authority to bind the Company or any Purchaser or an obligation
for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered by
the Company and the Purchasers in connection with the Placement shall be collectively referred to herein as the “Transaction
Documents.” The date of the closing of the Placement shall be referred to herein as the “Closing Date.”
The Company expressly acknowledges and agrees that the execution of this Agreement does not constitute a commitment by Wainwright
to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success
of Wainwright with respect to securing any other financing on behalf of the Company. Wainwright shall perform all services hereunder
in compliance with applicable law, including securities laws relating to the solicitation of purchasers.


 


SECTION
1. COMPENSATION AND OTHER FEES.


 


As
compensation for the services provided by hereunder, the Company agrees to pay to Wainwright and other participating broker-dealers:


 


(A)The
fees set forth below with respect to the Placement:


 


1.
A cash fee payable immediately upon the closing of the Placement and equal to 5.0% of the aggregate gross proceeds raised in the
Placement, excluding any proceeds from the exercise of any warrants sold in the Placement (the “Placement Agent Fee”).


 


H.C.
Wainwright & Co., LLC – 430 Park Avenue, New York, New York 10022


212-356-0500
– www.hcwco.com


Member:
FINRA, SIPC


 




    	 	 	 



     

    


 


2.
Such number of warrants (the “Wainwright Warrants”) to Wainwright or its designees at the Closing to purchase
shares of Common Stock equal to 5% of the aggregate number of Shares sold in the Placement (including all of the shares of Common
Stock issuable upon exercise of the pre-funded Series B warrants issued in the Placement, assuming such warrants were immediately
exercised in full, and excluding any shares of Common Stock issuable upon exercise of any other warrants issued in the Placement).
The Wainwright Warrants shall have the same terms as the warrants (if any) issued to the Purchasers in the Placement except that
the exercise price shall be 125% of the public offering price per share and the expiration date shall be five years from the effective
date of the registration statement referred to in Section 2(A) below. The Wainwright Warrants shall not have antidilution protections
or be transferable for six months from the date of effectiveness or commencement of sales of the public offering, except as permitted
by the FINRA Rule 5110(g), and further, the number of shares and terms of the underlying the Wainwright Warrants shall be reduced
or modified if necessary to comply with FINRA rules or regulations.


 


(B)The
Company also agrees to reimburse Wainwright for the expenses of Wainwright’s clearing firm in the amount of $10,000 (provided,
however, that such expense cap in no way limits or impairs the indemnification and contribution provisions of this Agreement).
Such expense allowance shall be payable immediately upon (but only in the event of) the closing of the Placement.


 


(C)Wainwright
shall be entitled to compensation under clauses A(1) and A(2) hereunder, calculated in the manner set forth therein, with respect
to any public or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”)
to the extent that such financing or capital is provided to the Company by investors who participated in the Placement, if such
Tail Financing is consummated at any time within the 6-month period following the expiration or termination of this Agreement.


 


SECTION
2. REGISTRATION STATEMENT.


 


The
Company represents and warrants to, and agrees with, the Placement Agent that:


 


(A)The
Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on
Form S-3 (file number 333-195387) under the Securities Act of 1933, as amended (the “Securities Act”), which
became effective on May 12, 2014 for the registration under the Securities Act of the Securities. At the time of filing, the Company
met the requirements of Form S-3 under the Securities Act. Such registration statement meets the requirements set forth in Rule
415(a)(1)(x) under the Securities Act and complies with said Rule. The Company will file with the Commission pursuant to Rule
424(b) under the Securities Act, and the rules and regulations (the “Rules and Regulations”) of the Commission
promulgated thereunder, a final supplement to the form of prospectus included in such registration statement relating to the placement
of the Securities and the plan of distribution thereof and will advise the Placement Agent of all further information (financial
and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto,
as amended as of the date of this Agreement and as of the Closing, is hereinafter called the “Registration Statement”;
such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus”;
and the supplemented form of prospectus, in the form in which it will be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus Supplement.” Any reference in
this Agreement to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and
include the documents incorporated by reference therein (the “Incorporated Documents”) pursuant to Item 12
of Form S-3 which were filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on
or before the date of this Agreement, or the issue date of the Base Prospectus or the Prospectus Supplement, as the case may be;
and any reference in this Agreement to the terms “amend,” “amendment” or “supplement” with
respect to the Registration Statement, the Base Prospectus or the Prospectus Supplement shall be deemed to refer to and include
the filing of any document under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus or
the Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. All references in this Agreement
to financial statements and schedules and other information that is “contained,” “included,” “described,”
“referenced,” “set forth” or “stated” in the Registration Statement, the Base Prospectus or
the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements
and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement, the Base
Prospectus or the Prospectus Supplement, as the case may be. The Securities are being issued pursuant to the Registration Statement
and the issuance of the Securities has been registered by the Company under the Securities Act. The Registration Statement is
effective and available for the issuance of the Securities thereunder and the Company has not received any notice that the Commission
has issued or intends to issue a stop-order with respect to the Registration Statement or that the Commission otherwise has suspended
or withdrawn the effectiveness of the Registration Statement, either temporarily or permanently, or intends or has threatened
in writing to do so. The “Plan of Distribution” section under the Registration Statement permits the issuance and
sale of the Securities hereunder.


 




    	 	 	 



     

    


 


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


 


(C)The
Company will not, without the prior consent of the Placement Agent or except as required by law, prepare, use or refer to, any
free writing prospectus.


 


(D)The
Company has delivered, or will as promptly as practicable deliver, to the Placement Agent complete conformed copies of the Registration
Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the
Registration Statement (without exhibits), the Base Prospectus and the Prospectus Supplement, as amended or supplemented, in such
quantities and at such places as the Placement Agent reasonably requests. Neither the Company nor any of its directors and officers
has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering
and sale of the Securities other than the Base Prospectus, the Prospectus Supplement, the Registration Statement, copies of the
documents incorporated by reference therein and any other materials permitted by the Securities Act.


 




    	 	 	 



     

    


 


(E)The
Company shall cooperate with the Placement Agent in making the filing required by FINRA Rule 5110, including the payment of the
filing fee required by FINRA thereunder; and shall cooperate in making all Blue Sky filings in such reasonable number of states
as requested by the Placement Agent, and the Company shall directly pay all filing fees required in connection therewith and the
reasonable fees of the Placement Agent’s Blue Sky counsel.


 


SECTION
3.REPRESENTATIONS AND WARRANTIES. Except as set forth under the corresponding section of the Disclosure Schedules,
which shall be deemed a part hereof, the Company hereby makes the representations and warranties set forth below to the Placement
Agent.


 


(A)Organization
and Qualification. The Company 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 (as applicable), with the requisite power and authority to own
and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default
of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter
documents. The Company is duly qualified to conduct business and is in good standing as a foreign corporation 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, could not have or 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, 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”
(which for purposes of this Agreement shall mean any action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced or threatened) has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(B)Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by each of the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery
of each of the Transaction Documents by the Company and the consummation by it of the transactions contemplated thereby have been
or will be duly authorized by all necessary action on the part of the Company and no further action is required by the Company,
its board of directors or its stockholders in connection therewith other than in connection with the “Required Approvals”
(as defined in subsection 3(D) below). Each Transaction Document 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 applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 




    	 	 	 



     

    


 


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


 


(D)Filings,
Consents and Approvals. The Company 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 federal, state, local or other governmental authority or other
“Person” (defined as an individual or corporation, partnership, trust, incorporated or unincorporated association,
joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity
of any kind, including, without limitation, any Trading Market) in connection with the execution, delivery and performance by
the Company of the Transaction Documents, other than such filings as are required to be made under applicable Federal and state
securities laws (collectively, the “Required Approvals”).


 


(E)Issuance
of the Securities; Registration. Upon receipt of the Securities, the Purchasers will have good and marketable title to such Securities
and, following conversion of the Securities in accordance with the applicable Transaction Documents, the Shares underlying the
Securities will be freely tradable on the Nasdaq Capital Market (the “Trading Market”). As of the Closing Date: 


 


	 	(i)	The
    Securities will be 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 provided for in the Transaction Documents; 
	 	(ii)	The
    Company shall have reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant
    to the Transaction Documents; 
	 	(iii)	The
    issuance by the Company of the Securities shall have been registered under the Securities Act and all of the Securities shall
    be freely transferable and tradable by the Purchasers without restriction (other than any restrictions arising solely from
    an act or omission of a Purchaser). 
	 	(iv)	The
    Securities shall be issued pursuant to an effective registration statement and the issuance of the Securities has been registered
    by the Company under the Securities Act. Prior to the Closing, the Registration Statement will be effective and available
    for the issuance of the Securities thereunder and the Company has not received any notice that the Commission does not intend
    to declare the registration statement effective. 
	 	(v)	The
    “Plan of Distribution” section under the Registration Statement shall permit the issuance and sale of the Securities
    hereunder. 


 




    	 	 	 



     

    


 


(F)Capitalization.
The capitalization of the Company shall be set forth in the Registration Statement. Except as set forth in the SEC Reports, the
Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant
to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of securities
exercisable, exchangeable or convertible into Common Stock (“Common Stock Equivalents”). Other than pursuant to that
certain Securities Purchase Agreement dated June 21, 2011, by and among the Company and the investor signatories thereto, 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 pursuant to the Company’s 2011 Stock Incentive Plan, as set forth in the
SEC Reports or as a result of the purchase and sale of the Securities, there are no outstanding options, warrants, script 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. 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 such securities. All of the
outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in 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. No further approval or authorization of any stockholder, the Board
of Directors of the Company 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.


 


(G)SEC
Reports; Financial Statements. The Company has complied in all material respects with requirements to file all reports, schedules,
forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant
to Section 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 to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference
therein, 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. Other than the Company’s
Form 10-Q for the quarter ended October 31, 2010, filed with the Securities and Exchange Commission on December 20, 2010, which
contained an incorrect disclosure within Item 4, Controls and Procedures, as of their respective dates, the SEC Reports complied
in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the
Commission promulgated thereunder, 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 applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
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.


 




    	 	 	 



     

    


 


(H)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 the SEC Reports, (i) there has been no event, occurrence or development that
has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any 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 required to be 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” (defined as 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 144 under the Securities Act), except pursuant to existing Company stock option plans. 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(H), no event, liability or development has occurred or exists with respect to
the Company or its Subsidiaries or their respective business, properties, operations or financial condition, that would be required
to be disclosed by the Company under applicable securities laws at the time this representation is made that has not been publicly
disclosed 1 Trading Day prior to the date that this representation is made.


 


(I)Litigation.
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. 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.
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. 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, and neither the Company or 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. No
executive officer, to the knowledge of the Company, 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, 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 could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(J)Labor
Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees
of the Company which could reasonably be expected to result in a Material Adverse Effect.


 


(K)Compliance.
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 order of any court, arbitrator or
governmental body, or (iii) is or has been in violation of any statute, rule or regulation of any governmental authority, including
without limitation all foreign, federal, state and local laws applicable to its business and all such laws that affect the environment,
except in each case as could not have a Material Adverse Effect.


 




    	 	 	 



     

    


 


(L)Regulatory
Permits. The Company and the Subsidiaries 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,
except where the failure to possess such permits could not have or 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. 


 


(M)Title
to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that
is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by
them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for
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 the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment
of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and
the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are
in compliance.


 


(N)Patents
and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other similar intellectual property
rights necessary or material for use in connection with their respective businesses as described in the SEC Reports and which
the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither
the Company nor any Subsidiary has received a notice (written or otherwise) that the Intellectual Property Rights used by the
Company or any Subsidiary violates or infringes upon the rights of any third party. To the knowledge of the Company, all such
Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual
Property Rights of others. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality
and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 


(O)Insurance.
The Company and the Subsidiaries 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 the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate subscription amount under the Transaction
Documents. To the best knowledge of the Company, such insurance contracts and policies are accurate and complete. 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.


 


(P)Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company and, to
the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (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, 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 or partner, other than (i) for payment of
salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) for
other employee benefits, including stock option agreements under any stock option plan of the Company.


 




    	 	 	 



     

    


 


(Q)Sarbanes-Oxley.
The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the
date hereof and will be in material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it
on the Closing Date. 


 


(R)
Certain Fees. Except as otherwise provided in this Agreement, no brokerage or finder’s fees or commissions are or will
be payable by the Company 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 fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(S)Trading
Market Rules. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.


 


(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 subject to the Investment Company Act.


 


(U)Registration
Rights. No Person has any right to cause the Company to effect the registration under the Securities Act of any securities of
the Company, other than the obligations pursuant to that certain Registration Rights Agreement between the Company and certain
investors dated June 24, 2011.


 


(V)Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the
registration of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(W)Application
of Takeover Protections. The Company and its Board of Directors have taken all necessary action, if any, in order to render inapplicable
any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other
similar anti-takeover provision under the Company’s Certificate of Incorporation (or similar charter documents) or the laws
of its state of incorporation that is 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)Solvency.
Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the
proceeds from the sale of the Securities hereunder, (i) the Company’s fair saleable value of its 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 for the current fiscal year 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, 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 debt 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. The SEC Reports set forth as of the dates thereof 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”
shall mean (a) any liabilities for borrowed money or amounts owed in excess of $50,000 (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 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 (c) 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.


 


(Y)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 has filed all necessary federal, state and foreign income and franchise tax returns and has paid or
accrued all taxes shown as due thereon, and the Company has no knowledge of a material tax deficiency which has been asserted
or threatened against the Company.


 


(Z)Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the
Company, 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 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 the Foreign Corrupt Practices Act of 1977, as amended.


 


(AA)Accountants.
The Company’s accountants are named in the Prospectus Supplement. To the knowledge of the Company, such accountants, who
the Company expects will express their opinion with respect to the financial statements to be included in the Company’s
next Annual Report on Form 10-K, are a registered public accounting firm as required by the Securities Act.


 


(BB)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 (other than for the Placement Agent’s placement 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.


 




    	 	 	 



     

    


 


(CC)Approvals.
The issuance and listing on the Trading Market of the Shares requires no further approvals, including but not limited to, the
approval of shareholders.


 


(DD)FINRA
Affiliations. There are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the
knowledge of the Company, any five percent (5%) or greater stockholder of the Company, except as set forth in the Base Prospectus.


 


SECTION
4.ENGAGEMENT TERM. Wainwright’s engagement hereunder will terminated upon the closing of the Placement (the
“Term”). The engagement may be terminated by Wainwright at any time upon 10 days’ written notice, or by the
Company at any time before the end of the Term upon 10 days’ written notice; provided, however, that the Company may not
deliver a notice of termination for at least 30 days following the date hereof. Notwithstanding anything to the contrary contained
herein, the provisions in this Agreement concerning indemnification and contribution will survive any expiration or termination
of this Agreement. Upon any termination of this Agreement, the Company’s obligation to pay Wainwright any fees actually
earned on closing of the Placement and otherwise payable under Section 1(A), shall survive any expiration or termination of this
Agreement, as permitted by FINRA Rule 5110(f)(2)(d). Upon any termination of this Agreement, the Company’s obligation to
reimburse Wainwright for out of pocket accountable expenses actually incurred by Wainwright and reimbursable upon closing of the
Placement pursuant to Section 1(B), if any are otherwise due under Section 1(B) hereof, will survive any expiration or termination
of this Agreement, as permitted by FINRA Rule 5110(f)(2)(d).


 


If
the Placement is consummated, Wainwright shall be entitled to Placement Agent Fee and Wainwright Warrants, calculated in the manner
provided herein, with respect to any public or private offering of equity or equity-linked securities of the Company of any kind
(“Tail Financing”) to the extent that such financing or capital is provided to the Company by investors who participated
in the Placement (the “Investors”), if such Tail Financing is consummated at any time during the Term or within 6
months following the expiration or termination of this Agreement (the “Tail Period”).


 


SECTION
5.WAINWRIGHT INFORMATION. The Company agrees that any information or advice rendered by Wainwright in connection
with this engagement is for the confidential use of the Company only in their evaluation of the Placement and, except as otherwise
required by law, the Company will not disclose or otherwise refer to the advice or information in any manner without Wainwright’s
prior written consent.


 


SECTION
6.NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed as creating rights enforceable
by any person or entity not a party hereto, except those entitled hereto by virtue of the indemnification provisions hereof. The
Company acknowledges and agrees that Wainwright is not and shall not be construed as a fiduciary of the Company and shall have
no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of this Agreement
or the retention of Wainwright hereunder, all of which are hereby expressly waived.


 


SECTION
7.CLOSING. The obligations of the Placement Agent and the Purchasers, and the closing of the sale of the Securities
hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the part of
the Company contained herein, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions
hereof, to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:


 


(A)No
stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose
shall have been initiated or threatened by the Commission, and any request for additional information on the part of the Commission
(to be included in the Registration Statement, the Base Prospectus or the Prospectus Supplement or otherwise) shall have been
complied with to the reasonable satisfaction of the Placement Agent.


 




    	 	 	 



     

    


 


(B)The
Placement Agent shall not have discovered and disclosed to the Company on or prior to the Closing Date that the Registration Statement,
the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto contains an untrue statement of a fact
which, in the opinion of counsel for the Placement Agent, is material or omits to state any fact which, in the opinion of such
counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading.


 


(C)All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Securities, the Registration Statement, the Base Prospectus and the Prospectus Supplement and all other legal
matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory in all material respects
to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.


 


(D)The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion, addressed to the
Placement Agent and the Purchasers dated as of the Closing Date, in form and substance reasonably satisfactory to the Placement
Agent.


 


(E)The
Company and the Placement Agent shall have entered into an escrow agreement with a commercial bank or trust company reasonably
satisfactory to both parties pursuant to which the Purchasers shall deposit their subscription funds in an escrow account and
the Company and the Placement Agent shall jointly authorize the disbursement of the funds from the escrow account. The Company
shall pay the reasonable fees of the escrow agent.


 


(F)The
Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference
in the Base Prospectus, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity,
whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than
as set forth in or contemplated by the Base Prospectus and (ii) since such date there shall not have been any change in the capital
stock or long-term debt of the Company or any change, or any development involving a prospective change, in or affecting the business,
general affairs, management, financial position, stockholders’ equity, results of operations or prospects of the Company,
otherwise than as set forth in or contemplated by the Base Prospectus, the effect of which, in any such case described in clause
(i) or (ii), is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to
proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus and the
Prospectus Supplement.


 


(G)The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Trading Market, and satisfactory evidence of such actions shall have been provided to the Placement Agent.
The Company shall have taken no action designed to, or likely to have the effect of terminating the registration of the Common
Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor has the Company
received any information suggesting that the Commission or the Trading Market is contemplating terminating such registration or
listing.


 




    	 	 	 



     

    


 


(H)Subsequent
to the execution and delivery of this Agreement, there shall not have occurred any of the following: (i) trading in securities
generally on the New York Stock Exchange, the Nasdaq National Market or the NYSE MKT or in the over-the-counter market, or trading
in any securities of the Company on any exchange or in the over-the-counter market, shall have been suspended or minimum or maximum
prices or maximum ranges for prices shall have been established on any such exchange or such market by the Commission, by such
exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been
declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement
or clearance services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not
currently engaged, the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United
States, or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred
any other calamity or crisis or any change in general economic, political or financial conditions in the United States or elsewhere,
if the effect of any such event in clause (iii) or (iv) makes it, in the sole judgment of the Placement Agent, impracticable or
inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Base Prospectus
and the Prospectus Supplement.


 


(I)No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely
affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or
order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date
which would prevent the issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect
the business or operations of the Company.


 


(J)The
Company shall have entered into subscription agreements with each of the Purchasers and such agreements shall be in full force
and effect and shall contain representations and warranties of the Company as agreed between the Company and the Purchasers.


 


(K)FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, an Issuer Filing with FINRA pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing
fees required in connection therewith.


 


(L)Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents
as the Placement Agent may reasonably request.


 


All
opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance
with the provisions hereof only if they are in form and substance reasonably satisfactory to counsel for the Placement Agent.


 


SECTION
8.INDEMNIFICATION.(A) To the extent permitted by law, the Company will indemnify Wainwright and its affiliates,
stockholders, directors, officers, employees and controlling persons (within the meaning of Section 15 of the Securities Act or
Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including
the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder or pursuant to this engagement
letter, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found
in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from Rodman’s willful
misconduct or gross negligence in performing the services described herein.


 




    	 	 	 



     

    


 


(B)Promptly
after receipt by Wainwright of notice of any claim or the commencement of any action or proceeding with respect to which Wainwright
is entitled to indemnity hereunder, Wainwright will notify the Company in writing of such claim or of the commencement of such
action or proceeding, but failure to so notify the Company shall not relieve the Company from any obligation it may have hereunder,
except and only to the extent such failure results in the forfeiture by the Company of substantial rights and defenses. If the
Company so elects or is requested by Wainwright, the Company will assume the defense of such action or proceeding and will employ
counsel reasonably satisfactory to Wainwright and will pay the fees and expenses of such counsel. Notwithstanding the preceding
sentence, Wainwright will be entitled to employ counsel separate from counsel for the Company and from any other party in such
action if counsel for Wainwright reasonably determines that it would be inappropriate under the applicable rules of professional
responsibility for the same counsel to represent both the Company and Wainwright. In such event, the reasonable fees and disbursements
of no more than one such separate counsel will be paid by the Company, in addition to local counsel. The Company will have the
exclusive right to settle the claim or proceeding provided that the Company will not settle any such claim, action or proceeding
without the prior written consent of Wainwright, which will not be unreasonably withheld.


 


(C)The
Company agrees to notify Wainwright promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this engagement letter.


 


(D)If
for any reason the foregoing indemnity is unavailable to Wainwright or insufficient to hold Wainwright harmless, then the Company
shall contribute to the amount paid or payable by Wainwright as a result of such losses, claims, damages or liabilities in such
proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and Wainwright
on the other, but also the relative fault of the Company on the one hand and Wainwright on the other that resulted in such losses,
claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable by a party in respect
of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees and expenses incurred
in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, Wainwright’s share
of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by Wainwright under
this engagement letter (excluding any amounts received as reimbursement of expenses incurred by Wainwright).


 


(E)These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this engagement
letter is completed and shall survive the termination of this engagement letter, and shall be in addition to any liability that
the Company might otherwise have to any indemnified party under this engagement letter or otherwise.


 


SECTION
9.GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the laws of the State of
New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned by either
party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute
arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement
may be brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution
and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally,
the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to
process being served in any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence
of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any
way any right to serve process in any manner permitted by law. If either party shall commence an action or proceeding to enforce
any provisions of a Transaction Document, then the prevailing party in such action or proceeding shall be reimbursed by the other
party for its attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 




    	 	 	 



     

    


 


SECTION
10.ENTIRE AGREEMENT/MISC. This Agreement embodies the entire agreement and understanding between the parties hereto,
and supersedes all prior agreements and understandings, relating to the subject matter hereof. If any provision of this Agreement
is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect
or any other provision of this Agreement, which will remain in full force and effect. This Agreement may not be amended or otherwise
modified or waived except by an instrument in writing signed by both Wainwright and the Company. The representations, warranties,
agreements and covenants contained herein shall survive the closing of the Placement and delivery and/or exercise of the Securities,
as applicable. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or a .pdf format 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.


 


SECTION
11.NOTICES. Any and all notices or other communications or deliveries required or permitted to be provided hereunder
shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified on the signature pages attached hereto prior to 6:30
p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number on the signature pages attached hereto on a day that is not a business day
or later than 6:30 p.m. (New York City time) on any business day, (c) the business day following the date of mailing, if sent
by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required
to be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


[Remainder
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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to Wainwright a copy of this Agreement.


 


	 	Very
    truly yours,
	 	 	 
	 	H.C.
    Wainwright & CO., LLC
	 	 	 
	 	By:
    	 
	 	Name:	 
	 	Title:	 


 


	 	Address
    for notice:
	 	430
    Park Avenue, 4th Floor
	 	New
    York, NY 10022
	 	Email:
    notices@hcwco.com
	 	Attention:
    Head of Investment Banking


 


Accepted
and Agreed to as of


the
date first written above:


 


	ONCOSEC
    MEDICAL INCORPORATED	 
	 	 	 
	By:
    	 	 
	 	Punit
    Dhillon	 
	 	Chief
    Executive Officer