Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of March 11, 2019, between Cocrystal Pharma, Inc.,
a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


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 Regulations S 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.


 


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, the following terms have the meanings set forth
in this Section 1.1:


 


“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.


 


“Allowable
Grace Period” shall have the meaning ascribed to such term in Section 5.4(n).


 


“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 authorized or required by law or other governmental action
to close.


 


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


 


“Closing
Date” means the date of Closing.


 


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


 


“Common
Stock” means the common stock of the Company, par value $0.001 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 Nason, Yeager, Gerson, Harris & Fumero, P.A., with offices located at 3001 PGA Blvd., Suite 305,
Palm Beach Gardens, Florida 33410.


 


“Cut
Back Shares” shall have the meaning ascribed to such term in Section 5.2.


 


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


 


“Effectiveness
Date” means the date the Registration Statement pursuant to Article V has been declared effective by the Commission.


 


“Effectiveness
Deadline” shall have the meaning ascribed to such term in Section 5.1.


 


“Effectiveness
Failure” shall have the meaning ascribed to such term in Section 5.3.


 


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


 


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


 


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


 


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


 


“Filing
Deadline” shall have the meaning ascribed to such term in Section 5.1.


 


“Filing
Failure” shall have the meaning ascribed to such term in Section 5.3.


 


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


 


“Grace
Period” shall have the meaning ascribed to such term in Section 5.4(n).


 


“Haynes
and Boone” means Haynes and Boone, LLP, with offices located at 2323 Victory Park Avenue, 7th Floor, Dallas, Texas 75219.


 


“Indemnified
Party” shall have the meaning ascribed to such term in Section 5.9(c).


 




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“Indemnifying
Party” shall have the meaning ascribed to such term in Section 5.9(c).


 


“Inspectors”
shall have the meaning ascribed to such term in Section 5.4(g).


 


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


 


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


 


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


 


“Lock-Up
Agreement” means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and
officers of the Company and certain stockholders of the issued and outstanding shares of Common Stock on the date hereof listed
on Annex I hereto, in the form of Exhibit A attached hereto.


 


“Maintenance
Failure” shall have the meaning ascribed to such term in Section 5.3.


 


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


 


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


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Placement
Agent” means Cantor Fitzgerald & Co.


 


“Price
Per Share” shall have the meaning ascribed to such term in Section 2.1.


 


“Pro
Rata Interest” means the number of Shares purchased by each Purchaser, relative to the total number of Shares being
sold hereunder.


 


“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.


 


“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.8.


 


“Records”
shall have the meaning ascribed to such term in Section 5.4(g).


 




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“Registrable
Securities” shall have the meaning ascribed to such term in Section 5.1.


 


“Registration
Delay Payments” shall have the meaning ascribed to such term in Section 5.3.


 


“Registration
Statement” means a registration statement covering the resale of the Shares by each Purchaser.


 


“Regulation
S” means Regulation S promulgated by the Commission pursuant to the Securities Act.


 


“Reporting
Period” means the period commencing on the Closing Date and ending on the earlier of: (i) the date as of which the Purchasers
may sell all of the Shares under Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company
to be in compliance with the current public information requirements under Rule 144(c)(1) (or any successor thereto) promulgated
under the Securities Act and (ii) the date on which such Purchaser shall have sold all of its Shares pursuant to a Registration
Statement.


 


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


 


“Restriction
Termination Date” shall have the meaning ascribed to such term in Section 5.2.


 


“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.


 


“Rule
424” means Rule 424 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.


 


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


 


“SEC
Restrictions” shall have the meaning ascribed to such term in Section 5.2.


 


“Securities
Act” shall have the meaning ascribed to such term in the recitals to this Agreement.


 


“Shares”
means the shares of Common Stock sold pursuant to this Agreement.


 




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“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include locating and/or borrowing shares of Common Stock).


 


“Staff”
shall have the meaning ascribed to such term in Section 4.1(c).


 


“Subscription
Amount” shall mean, as to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder 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.


 


“Subsidiary”
means any subsidiary of the Company as set forth on Schedule 3.1(a) and shall, where applicable, also include any direct
or indirect subsidiary of the Company formed or acquired after the date hereof.


 


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


 


“Trading
Market” means 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,
or the New York Stock Exchange (or any successors to any of the foregoing).


 


“Transaction
Documents” means this Agreement, the Lock-Up Agreement, all exhibits and schedules hereto and any other documents or
agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means Equity Stock Transfer, the current transfer agent of the Company, with a mailing address of 237 West 37th
Street, Suite 601, New York, New York 10018 and a facsimile number of (347) 584-3644, and any successor transfer agent of the
Company.


 


“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 OTCQB or OTCQX is not a Trading
Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX
as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common
Stock are then reported in the “Pink Sheets” published by OTC Markets Group, Inc. (or a similar organization or agency
succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, 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 the Purchasers of a majority in interest of the Shares then outstanding and reasonably acceptable to the Company, the
fees and expenses of which shall be paid by the Company.


 




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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 to each Purchaser, and each Purchaser,
severally and not jointly, agrees to purchase, a number of Shares equal to such Purchaser’s Subscription Amount as set forth
on the signature page hereto executed by such Purchaser divided by the price per Share of $2.61 (the “Price Per Share”).
Each Purchaser shall deliver to the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription
Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser its
respective Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at Closing.
Upon satisfaction or waiver of the covenants and conditions set forth in Sections 2.2 and 2.3, Closing shall occur at the offices
of Haynes and Boone or such other location as the parties shall mutually agree.


 


2.2
Deliveries.


 


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


 


(i)
this Agreement duly executed by the Company;


 


(ii)
a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Price Per Share,
registered in the name of such Purchaser, or a written confirmation from the Transfer Agent that a book-entry notation reflecting
such Purchaser’s ownership of such Shares has been made;


 


(iii)
the Company shall have provided each Purchaser with the Company’s wire instructions, on Company letterhead and executed
by the Company’s Chief Executive Officer or Chief Financial Officer;


 


(iv)
a legal opinion of Company Counsel, in the form reasonably deemed acceptable by the Placement Agent;


 


(v)
the Lock-Up Agreements; and


 


(vi)
waivers of all preemptive rights and approvals under the Stockholder Rights Agreement, dated November 24, 2014, by and among the
Company and the Shareholders party thereto.


 


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


 




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


 


(ii)
such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.


 


2.3
Closing Conditions.


 


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


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) on 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 in all material respects as of such date);


 


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


 


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


 


(b)
The respective obligations of the Purchasers hereunder in connection with Closing are subject to the following conditions being
met:


 


(i)
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) when made and on the 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 obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been
performed;


 


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


 


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


 


(v)
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 Shares at the Closing.


 




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ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules
shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained
in the corresponding 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 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. If the Company has no subsidiaries, all other
references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


 


(b)
Organization and Qualification. The Company and each of the Subsidiaries 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 or 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 the Subsidiaries 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,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, 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”; provided however, that changes in the trading
price of the Common Stock shall not, in and of itself, constitute 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.


 




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(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.


 


(d)
No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents
to which it is a party, the issuance and sale of the Shares and the consummation by it of the 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, (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.


 


(e)
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 in connection with the execution, delivery and performance by the Company of the Transaction Documents, other
than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the notice and/or application(s) to each applicable
Trading Market for the issuance and sale of the Shares and the listing of the Shares for trading thereon in the time and manner
required thereby and (iii) such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”), which in the case of clause (ii) have been made.


 




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(f)
Issuance of the Shares. The Shares are duly authorized and, when issued and paid for pursuant to this Agreement, 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 this Agreement.


 


(g)
Capitalization. The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g)
shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of
the date hereof. Except as set forth on Schedule 3.1(g), 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
plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently
filed periodic report under the Exchange Act. 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 purchase any securities sold by the Company. Each Person
that 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 has waived such rights. Except as set forth on Schedule 3.1(g), there are no
outstanding options, 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 the capital stock of any Subsidiary, 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 or capital stock of any Subsidiary. The issuance and sale of the Shares will not obligate the Company or any
Subsidiary 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.
There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become
bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom
stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company
are duly authorized, 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 or others is required
for the issuance and sale of the Shares. Except as set forth on Schedule 3.1(g), 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.


 




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(h)
SEC Reports; Financial Statements. 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 Section 13(a) or 15(d)
thereof, for the twelve (12) months 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,
being collectively referred to herein as the “SEC Reports”). 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. Following January 2, 2014, the Company has not been an issuer subject to Rule 144(i) under the Securities
Act. 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.


 


(i)
Material Changes; Undisclosed Events, Liabilities or Developments. Except as set forth on Schedule 3.1(i), since
the date of the latest audited financial statements included within 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 disclosed in filings made with the Commission, (iii) the Company has not altered its method of
accounting (other than in accordance with pronouncements under GAAP), (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 existing Company stock option plans. The Company does not have pending before the Commission, or intend to
file before March 18, 2019, any request for confidential treatment of information. Except as disclosed on Schedule 3.1(i)
or for the issuance of the Shares contemplated by this Agreement, no material 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, prospects, properties, operations, assets or financial condition, that would be required to be
disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not
been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.


 




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(j)
Litigation. Except as set forth on Schedule 3.1(j), 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 Shares 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 on Schedule 3.1(j),
neither the Company nor any Subsidiary, nor, to the Company’s knowledge, 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 on Schedule 3.1(j), 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, which could 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
could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 




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(l)
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 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 could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)
Environmental Laws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws
relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land
surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder
(“Environmental Laws”); (ii) have received all permits, licenses or other approvals required of them under
applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions
of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply, or receive such approvals,
could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(n)
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 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.


 


(o)
Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property 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
the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens that 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 (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor 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 the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company
and the Subsidiaries are in compliance in all material respects.


 




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(p)
Intellectual Property. The Company and the Subsidiaries have, could reasonably obtain or have rights to use, all patents,
patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses
and other intellectual property rights and similar rights necessary or required 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 any of the
Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned,
within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the
latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge
that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably
be expected to not have a Material Adverse Effect. 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. 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.


 


(q)
Insurance. Except as set forth on Schedule 3.1(q), 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. 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.


 


(r)
Transactions with Affiliates and Employees. Except as set forth on Schedule 3.1(r), 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
are 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 $120,000 other than for (i) payment of salary or consulting fees for services rendered,
(ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements
under any stock option plan of the Company.


 




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(s)
Sarbanes-Oxley; Internal Accounting Controls. Except as set forth on Schedule 3.1(s), the Company and the Subsidiaries
are in compliance, in all material respects, 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 the Subsidiaries 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 the Subsidiaries have established disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries 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 then certifying officers have evaluated the effectiveness of the disclosure controls and
procedures of the Company and the Subsidiaries 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 such 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.


 


(t)
Certain Fees. Except for amounts payable by the Company to the Placement Agent, no brokerage or finder’s fees or
commissions 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 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.


 


(u)
Private Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section
3.2 and the assumptions contained in the legal opinion of the Company’s counsel to be delivered to the Purchasers to the
extent that such assumptions relate to the offer and sale by the Placement Agent to “qualified institutional buyers”
as defined in Rule 144A(a) under the Securities Act, or to persons that are not “U.S. persons” within the meaning
of Regulation S, no registration under the Securities Act is required for the offer and sale of the Shares by the Company to the
Purchasers as contemplated hereby. The issuance and sale of the Shares hereunder does not contravene the rules and regulations
of the Trading Market.


 




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(v)
Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares,
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.


 


(w)
Registration Rights. Except as set forth on Schedule 3.1(w), other than each of the Purchasers, 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. Other than each of the Purchasers, 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 on the Registration Statement that
has not been waived.


 


(x)
Listing and Maintenance Requirements. The 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 twelve (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 material compliance with all such listing and maintenance requirements. The Common
Stock is currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation
and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation)
in connection with such electronic transfer.


 


(y)
Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in
order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under
a rights agreement) or other similar anti-takeover provision under the Company’s 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 Shares and the Purchasers’ ownership of the Shares.


 




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(z)
Disclosure. 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, is true and correct, in all material respects, 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 the light of the circumstances under
which they were made, not misleading. The press releases disseminated by the Company during the twelve (12) 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 the 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 and
Section 3.3 hereof.


 


(aa)
No Integrated Offering. Assuming the accuracy of each Purchaser’s 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 this
offering of the Shares 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 stockholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated.


 


(bb)
Reserved.


 


(cc)
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 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.


 


(dd)
No General Solicitation. Neither the Company nor, to the Company’s knowledge, any Person acting on behalf of the
Company has offered or sold any of the Shares by any form of general solicitation or general advertising. Assuming the accuracy
of the assumptions referred to in Section 3.1(u) and each Purchaser’s representations and warranties set forth in Section
3.2 and Section 3.3 hereof, the Company has offered the Shares for sale only to the Purchasers, “qualified institutional
buyers” as defined in Rule 144A(a) under the Securities Act or to persons that are not “U.S. persons” within
the meaning of Regulation S.


 




    	 	17	 



    	 



    

 


(ee)
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.


 


(ff)
Accountants. The Company’s independent registered public accounting firm is BDO USA, LLP. 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.


 


(gg)
No Disagreements with Accountants and Lawyers. 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.


 


(hh)
Acknowledgment Regarding Purchasers’ Purchase of Shares. 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 Shares. The Company further
represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents
has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




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(ii)
Acknowledgment Regarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary
notwithstanding (except for Sections 3.2(g) and 4.10 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 Shares 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 (A) one or more Purchasers may engage in hedging activities at various times
during the period that the Shares are outstanding and (B) 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.


 


(jj)
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 Shares, (ii) sold, bid for, purchased, or paid any compensation for
soliciting purchases of, any of the Shares, or (iii) paid or agreed to pay to any Person any compensation for soliciting another
to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement
Agent in connection with the placement of the Shares.


 


(kk)
Clinical Studies. To the extent required by applicable Laws of the United States Food and Drug Administration (the “FDA”),
the Company or the applicable Subsidiary has submitted to the FDA an Investigational New Drug Application or amendment or supplement
thereto for each clinical trial it has conducted or sponsored or is conducting or sponsoring; all such submissions were in material
compliance with applicable laws when submitted and no material deficiencies have been asserted by the FDA with respect to any
such submissions. The preclinical studies and tests and clinical trials described in the SEC Reports were, and, if still pending,
are being conducted in all material respects in accordance with the experimental protocols, procedures and controls pursuant to,
where applicable, accepted professional and scientific standards for products or product candidates comparable to those being
developed by the Company; the descriptions of such studies, tests and trials, and the results thereof, contained in the SEC Reports
are accurate and complete in all material respects; the Company is not aware of any tests, studies or trials not described in
the SEC Reports, the results of which reasonably call into question the results of such tests, studies and trials; and the Company
has not received any written notice or correspondence from the FDA or any foreign, state or local governmental authority exercising
comparable authority or any institutional review board or comparable authority requiring the termination, suspension, clinical
hold or material modification of any tests, studies or trials.


 




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(ll)
Stock Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i)
in accordance with the terms of the Company’s applicable plan (each, a “Plan”) 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 the Plans 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.


 


(mm)
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 or any Subsidiary is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


 


(nn)
U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation
within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


 


(oo)
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 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.


 


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,
in which case they shall be accurate as of such date):


 


(a)
Organization; Authority. Such Purchaser is 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.


 




    	 	20	 



    	 



    

 


(b)
Own Account. Such Purchaser understands that the Shares are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and
not with a view to or for distributing or reselling such Shares 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 Shares 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 Shares 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 Shares in compliance with applicable federal
and state securities laws). Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business.


 


(c)
Purchaser Status. Except for Purchasers that are Non-U.S. Purchasers (as defined below), at the time such Purchaser was
offered the Shares, it was, and as of the date hereof it is, (i) an “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.


 


(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 Shares, 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 Shares and, at the present time, is able to afford a complete loss of such investment.


 


(e)
General Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or
other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or
radio or presented at any seminar or, to such Purchaser’s knowledge, any other general solicitation or general advertisement.


 




    	 	21	 



    	 



    

 


(f)
Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents
(including all exhibits and schedules thereto) and the SEC Reports, subject to the Company’s compliance with Regulation
FD, and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing
in the Shares; (ii) access to information about the Company and its financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed
investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the Placement Agent nor
any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Shares nor
is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representation
as to the Company or the quality of the Shares, and the Placement Agent and any Affiliate may have acquired non-public information
with respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Shares
to such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such
Purchaser.


 


(g)
Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser
has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly,
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 term sheet (written or oral) from the Company or any other Person representing the Company
setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof.
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 representation
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 Shares covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s
representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents
and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for the avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in
order to effect Short Sales or similar transactions in the future, provided, however, that the Purchasers shall not “cover”
short positions established prior to the Effectiveness Date by delivering the Shares.


 




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3.3
Representations, Warranties and Covenants of Non-U.S. Purchasers. Each Purchaser who is a Non-U.S. Purchaser (as defined
below), hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows:


 


(a)
Certain Definitions. As used herein, the term “United States” means and includes the United States of
America, its territories and possessions, any state of the United States and the District
of Columbia, and the term “Non-U.S. Purchaser” means any person who is not a U.S. person (as defined
in Regulation S) or is deemed not to be a U.S. person under Rule 902(k)(2) of the Securities Act and is purchasing the Shares
pursuant to Regulation S, as indicated below such Purchaser’s name on the signature page of this Agreement by checking the
box labeled “Regulation S Purchaser.”


 


(b)
Reliance on Representations and Warranties by the Company. This Agreement is made
by the Company with such Non-U.S. Purchaser in reliance upon such Non-U.S. Purchaser’s
representations and warranties made herein.


 


(c)
Regulation S. Such Non-U.S. Purchaser has been advised and acknowledges that:


 


(i)
the Shares have not been registered under the Securities Act, the securities laws of any state of the United States or the securities
laws of any other country;


 


(ii)
in issuing and selling the Shares to such Non-U.S. Purchaser, the Company is relying upon the “safe harbor” provided
by Regulation S and/or on Section 4(a)(2) under the Securities Act;


 


(iii)
it is a condition to the availability of the Regulation S “safe harbor” that the Shares not be offered or sold in
the United States or to a U.S. person until the expiration of a period of six (6) months following the Closing Date (the “Restricted
Period”); notwithstanding the foregoing, prior to the expiration of the Restricted Period, the Shares may be offered
and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either:
(A) if the offer or sale is within the United States or to or for the account of a U.S. person, the securities are offered and
sold pursuant to an effective registration statement of the Securities Act or
pursuant to an exemption from registration requirements of the Securities Act or (B) the
offer and sale is outside the United States and to a Person other than a U.S. person.


 


(d)
Certain Restrictions on Shares. Such Non-U.S. Purchaser agrees that, with respect to the Shares, until the expiration of
the Restricted Period:


 


(i)
such Non-U.S. Purchaser, its agents or its representatives have not and will not solicit offers to buy, offer for sale, sell or
resell any of the Shares, or any beneficial interest therein, in the United States or to or for the account of a U.S. person during
the Restricted Period; notwithstanding the foregoing, prior to the expiration of the Restricted Period, the Shares may be offered
and sold by the holder thereof only if such offer and sale is made in compliance with the terms of this Agreement and either:
(A) if the offer or sale is within the United States or to or for the account of a U.S. person, the securities are offered and
sold pursuant to an effective registration statement or pursuant to an exemption from registration requirements of the Securities
Act or (B) the offer and sale is outside the United States and to a Person other than a U.S. person; and


 


(ii)
such Non-U.S. Purchaser shall not engage in hedging transactions with regards to the Shares unless in compliance with the Securities
Act.


 




    	 	23	 



    	 



    

 


The
foregoing restrictions are binding upon subsequent transferees of the Shares, except for transferees pursuant to an effective
registration statement. Such Non-U.S. Purchaser agrees that after the Restricted Period, the Shares may be offered or sold within
the United States or to or for the account of a U.S. person only pursuant to applicable U.S. state and federal securities laws.


 


(e)
Directed Selling. Such Non-U.S. Purchaser has not engaged, nor is it aware that any party has engaged, and such Non-U.S.
Purchaser will not engage or cause any third party to engage, in any directed selling efforts (as such term is defined in Regulation
S) in the United States with respect to the Shares.


 


(f)
Location of Non-U.S. Purchaser. Such Non-U.S. Purchaser: (i) is domiciled and has its principal place of business or registered
office outside the United States; (ii) certifies that it is not a U.S. person and is not acquiring the Shares for the account
or benefit of any U.S. person; and (iii) at the time of Closing, the Non-U.S. Purchaser or persons acting on the Non-U.S. Purchaser’s
behalf in connection therewith are located outside the United States.


 


(g)
Distributor; Dealer. Such Non-U.S. Purchaser is not a “distributor” (as defined in Regulation S) or a “dealer”
(as defined in the Securities Act).


 


(h)
Notation of Restrictions. Such Non-U.S. Purchaser acknowledges that the Company shall make a notation in its stock books
regarding the restrictions on transfer set forth in this section and shall transfer such shares on the books of the Company only
to the extent consistent therewith.


 


(i)
Compliance with Laws. Such Non-U.S. Purchaser is satisfied as to the full observance of the laws of such Non-U.S. Purchaser’s
jurisdiction in connection with the transactions contemplated hereby, including (i) the legal requirements within such Non-U.S.
Purchaser’s jurisdiction for the transactions contemplated hereby, (ii) any foreign exchange restrictions applicable to
the transactions contemplated hereby, (iii) any governmental or other consents that may need to be obtained and (iv) the income
tax and other tax consequences, if any, that may be relevant to the exchange, holding, redemption, sale or transfer of the Shares.
Such Non-U.S. Purchaser’s participation in the transactions contemplated hereby, and such Non-U.S. Purchaser’s continued
beneficial ownership of the Shares will not violate any applicable securities or other laws of such Non-U.S. Purchaser’s
jurisdiction.


 


The
Company acknowledges and agrees that the representations contained in Sections 3.2 and 3.3 shall not modify, amend or affect any
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 transactions contemplated hereby. Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with
respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future, provided, however
that the Purchasers shall not “cover” short positions established prior to the Effectiveness Date by delivering the
Shares.


 




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ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1
Transfer Restrictions.


 


(a)
The Shares may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Shares
other than pursuant to an effective registration statement, Regulation S 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(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance
of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of the Transaction Documents and shall have the rights and obligations of a Purchaser under the Transaction
Documents.


 


(b)
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of the following legends, as applicable, on
any of the Shares in the following forms:


 


“THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
UNDER 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. 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.”


 


Legend
for Non-U.S. Purchasers only:


 


“THIS
SECURITY IS BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT. TRANSFER OF THIS SECURITY IS PROHIBITED,
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER
THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN
COMPLIANCE WITH THE SECURITIES ACT.”


 




    	 	25	 



    	 



    

 


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 Shares to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, such
Purchaser may transfer pledged or secured Shares 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 Shares may reasonably request in connection
with a pledge or transfer of the Shares, including, if the Shares are subject to registration pursuant to a registration statement,
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.


 


(c)
Certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i)
while a registration statement covering the resale of such Shares is effective under the Securities Act, (ii) following any sale
of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, 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 “Staff”)). The Company shall cause its counsel to issue a legal opinion to
the Transfer Agent or the Purchaser if required by the Transfer Agent to effect the removal of the legend hereunder, or if requested
by a Purchaser, respectively. The Company agrees that at such time as such legend is no longer required under this Section 4.1(c),
it will, no later than the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard Settlement
Period (as defined below) following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing
Shares issued with a restrictive legend (such date, 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, provided that, upon
written request by the Company, the Purchaser delivers a certificate as to the factual basis for removing the legend at the time
of such request. 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 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. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect
to the Common Stock as in effect on the date of delivery of a certificate representing Shares issued with a restrictive legend.


 




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(d)
In addition to such Purchaser’s other available remedies, the Company shall pay to a Purchaser, in cash, (i) as partial
liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares
are submitted to the Transfer Agent) delivered for removal of the restrictive legend and subject to Section 4.1(c), $10 per Trading
Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after
the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (A) issue and deliver
(or cause to be delivered) to a Purchaser by the Legend Removal Date a certificate representing the Shares so delivered to the
Company by such Purchaser that is free from all restrictive and other legends and (B) if after the Legend Removal Date such Purchaser
purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Purchaser
of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or
any portion of the number of shares of Common Stock that such Purchaser anticipated receiving from the Company without any restrictive
legend, then, an amount equal to the excess of such Purchaser’s total purchase price (including brokerage commissions and
other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including brokerage commissions and other out-of-pocket
expenses, if any) over the product of (x) such number of Shares that the Company was required to deliver to such Purchaser by
the Legend Removal Date multiplied by (y) the lowest closing sale price of the Common Stock on any Trading Day during the period
commencing on the date of the delivery by such Purchaser to the Company of the applicable Shares and ending on the date of such
delivery and payment under this clause (ii). 


 


(e)
Each Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any
Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements,
or an exemption therefrom, and that if Shares 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
Shares 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 Shares 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 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.


 






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4.3
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 Shares in a manner
that would require the registration under the Securities Act of the sale of the Shares or that would be integrated with the offer
or sale of the Shares for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval
prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.


 





4.4
Securities Laws Disclosure; Publicity. The Company shall, by 9:30 a.m. (New York City time) on the Trading Day immediately
following the date hereof, (a) issue a press release disclosing the material terms of the transactions contemplated hereby, and
(b) file with the Commission a Current Report on Form 8-K disclosing all material, non-public information delivered to any of
the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents
in connection with the transactions contemplated by the Transaction Documents and including the Transaction Documents as exhibits
thereto. From and after the issuance of such press release and the filing of such 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 of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. In addition, effective upon the issuance of such press release and the filing of such
Form 8-K, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether
written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents, employees
or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The Company
and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such 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
the Purchasers holding a majority in interest of the Shares, 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. For the avoidance of doubt, each
Purchaser acknowledges and agrees that no written consent of the Purchasers shall be required for the Company to refer to the
offer and sale of the Shares pursuant to this Agreement in the press releases to be disseminated by the Company in connection
with the filing of its periodic reports, including the Annual Report on Form 10-K for the year ended December 31, 2018. 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, without the prior written consent of such Purchaser, except
(i) as required by federal securities law in connection with (A) any registration statement registering the Shares for resale
pursuant to this Agreement and (B) the filing of final Transaction Documents with the Commission and (ii) 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 (ii). For the avoidance of doubt “federal securities law” as used in this
Section 4.4 shall include the comments issued by the staff of the Division of Corporation Finance of the Commission.


 






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4.5
Stockholder 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 Shares under the Transaction Documents or under any other agreement between the Company and the Purchasers.









 


4.6
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Transaction Documents, which shall be disclosed pursuant to Section 4.4, 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 constitutes,
or the Company reasonably believes constitutes, material non-public information, unless prior thereto such Purchaser shall have
consented to the receipt of such information and agreed with the Company to keep such information confidential. To the extent
that the Company delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company
hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality to the Company, any of its Subsidiaries,
or any of their respective officers, directors, agents, employees or Affiliates, or a duty to the Company, any of its Subsidiaries
or any of their respective officers, directors, agents, employees or Affiliates not to trade on the basis of, such material, non-public
information, provided that the Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant
to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Company understands
and confirms that each Purchaser shall be relying on the foregoing covenants in effecting transactions in securities of the Company.


 


4.7
Use of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for general corporate purposes
and the continued development of novel medicines for use in the treatment of human viral diseases and shall not use such proceeds:
(a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course
of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents,
or (c) in violation of FCPA or OFAC regulations.


 






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4.8
Indemnification of Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each
Purchaser and its directors, officers, stockholders, 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, stockholders, 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 the 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 solely upon a material 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 is
finally judicially determined to constitute fraud, gross negligence or willful misconduct). 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 selected by the Company to represent the Purchaser Party, 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 (A) for any settlement by a Purchaser Party effected without the Company’s prior
written consent, which shall not be unreasonably withheld or delayed; or (B) to the extent, but only to the extent that a loss,
claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants
or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents, or attributable to Purchaser’s
fraud, gross negligence or willful misconduct. The indemnification required by this Section 4.8 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.


 


4.9
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 the Transaction Documents unless the
same consideration is also offered to all of the parties to the Transaction Documents. 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.


 






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4.10
Certain Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants
that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it 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
the initial press release as described in Section 4.4. 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 the
initial press release as described in Section 4.4, 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, except to the extent such purchases or sales involve “covering” of short positions established prior to the
Effectiveness Date by delivering the Shares, (a) 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 the initial press release as described in Section 4.4, (b) no Purchaser shall
be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicable securities
laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the
initial press release as described in Section 4.4 and (c) no Purchaser shall have any duty of confidentiality or duty not to trade
in the securities of the Company to the Company or its Subsidiaries after the issuance of the initial press release as described
in Section 4.4. 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 Shares covered by this Agreement.


 


4.11
Capital Changes. Until the one (1) year anniversary of the Reporting Period, the Company shall not undertake a reverse
or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority
in interest of the Shares, provided, however, that the Company shall not be prohibited from undertaking any such actions for the
purpose of either maintaining or up-listing such Common Stock on a Trading Market.


 






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ARTICLE
V.





REGISTRATION
RIGHTS


 


5.1
Mandatory Registration. The Company shall prepare, and, as soon as practicable but in no event later than April 25, 2019
(the “Filing Deadline”), file with the Commission a Registration Statement under the Securities Act on an appropriate
form covering the resale of the full amount of the Shares (the “Registrable Securities”). The Company shall
use its commercially reasonable efforts to have the Registration Statement declared effective by the Commission as soon as practicable,
but in no event later than the date (the “Effectiveness Deadline”), which shall be either: (a) in the event
that the Commission does not review the Registration Statement, thirty (30) days after the Filing Deadline, or (b) in the event
that the Commission reviews the Registration Statement, sixty (60) days after the Filing Deadline (but in any event, no later
than three (3) Business Days following the Commission indicating that it has no further comments on the Registration Statement).
Subject to any comments from the Staff, such Registration Statement shall include the plan of distribution attached hereto as
Exhibit B; provided, however, that no Purchaser shall be named as an “underwriter” in the Registration Statement
without the Purchaser’s prior written consent. Such Registration Statement shall not include any shares of Common Stock
or other securities for the account of any other holder without the prior written consent of the Purchasers which purchased at
least sixty-seven (67) percent of the Shares based on the initial Subscription Amounts hereunder.


 


5.2
Rule 415; Cutback. If at any time the Staff takes the position that the offering of some or all of the Registrable Securities
in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under
the Securities Act or requires any Purchaser to be named as an “underwriter,” the Company shall use its commercially
reasonable efforts to persuade the Commission that the offering contemplated by the Registration Statement is a valid secondary
offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Purchasers
are “underwriters.” In the event that, despite the Company’s commercially reasonable efforts and compliance
with the terms of this Section 5.2, the Staff refuses to alter its position, the Company shall (a) remove from the Registration
Statement such portion of the Registrable Securities (the “Cut Back Shares”) and/or (b) agree to such restrictions
and limitations on the registration and resale of the Registrable Securities as the Staff may require to assure the Company’s
compliance with the requirements of Rule 415 (collectively, the “SEC Restrictions”); provided, however, that
the Company shall not agree to name any Purchaser as an “underwriter” in such Registration Statement without the prior
written consent of such Purchaser. Any cutback imposed on the Purchasers pursuant to this Section 5.2 shall be allocated among
the Purchasers on their Pro Rata Interests, unless the SEC Restrictions otherwise require or provide or the Purchasers otherwise
agree. No liquidated damages shall accrue as to any Cut Back Shares until such date as the Company is able to effect the registration
of such Cut Back Shares in accordance with any SEC Restrictions (such date, the “Restriction Termination Date”
of such Cut Back Shares). From and after the Restriction Termination Date applicable to any Cut Back Shares, all of the provisions
of this Article V (including the liquidated damages provisions) shall again be applicable to such Cut Back Shares; provided, however,
that (i) the Filing Deadline for the Registration Statement including such Cut Back Shares shall be ten (10) Business Days after
such Restriction Termination Date, and (ii) the Effectiveness Deadline with respect to such Cut Back Shares shall be the ninetieth
(90th) day immediately after the Restriction Termination Date or the one hundred twentieth (120th) day if
the Staff reviews such Registration Statement (but in any event no later than three (3) Business Days from the Staff indicating
it has no further comments on such Registration Statement).


 




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5.3
Effect of Failure to File and Obtain and Maintain Effectiveness of Registration Statement. Subject to Section 5.2, if either:
(a) a Registration Statement covering all of the Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is: (i) not filed with the Commission on or before the Filing Deadline (a “Filing
Failure”), or (ii) not declared effective by the Commission on or before the Effectiveness Deadline (an “Effectiveness
Failure”), or (b) on any day during the Reporting Period and after the Effectiveness Date, sales of all of the Registrable
Securities required to be included on such Registration Statement cannot be made (other than (A) during an Allowable Grace Period
or (B) if the Registration Statement is on Form S-1 and the Company is ineligible to forward incorporate by reference, for a period
of fifteen (15) days following the date the Company files a post-effective amendment to incorporate the Company’s Annual
Report on Form 10-K) pursuant to such Registration Statement (including, without limitation, because of a failure to keep such
Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Registration
Statement or to register a sufficient number of shares of Registrable Securities) (a “Maintenance Failure”),
then, in satisfaction of the damages to any holder of Registrable Securities by reason of any such delay in or reduction of its
ability to sell the Registrable Securities, the Company shall pay to each holder of Registrable Securities relating to such Registration
Statement an amount in cash equal to one percent (1.0%) of such holder’s Pro Rata Interest on each of the following dates:
(1) the initial day of a Filing Failure and on every thirtieth (30th) day (prorated for periods totaling less than
thirty (30) days) thereafter until such Filing Failure is cured; (2) the initial day of an Effectiveness Failure and on every
thirtieth (30th) day (prorated for periods totaling less than thirty (30) days) thereafter until such Effectiveness
Failure is cured; and (3) the initial day of a Maintenance Failure and on every thirtieth (30th) day (prorated for
periods totaling less than thirty (30) days) thereafter until such Maintenance Failure is cured. The payments to which a holder
shall be entitled pursuant to this Section 5.3 are referred to herein as “Registration Delay Payments”; provided
that no Registration Delay Payments shall be required following the termination of the Reporting Period, and provided further
that in no event shall the aggregate Registration Delay Payments accruing under this Section 5.3 exceed six percent (6%) of a
holder’s Pro Rata Interest (i.e., corresponding to a total delay of six (6) months); and provided further, that if
the Commission is operating with a limited number of Staff members as a result of any partial or full government shutdown (either
a “Shutdown”), the number of days that elapse during such Shutdown shall not be included in the computation of any
time periods set forth in Section 5.2 or this Section 5.3 of this Agreement. The first such Registration Delay Payment shall be
paid within three (3) Business Days after the event or failure giving rise to such Registration Delay Payment occurred and all
other Registration Delay Payments shall be paid on the earlier of the last day of the calendar month during which such Registration
Delay Payments are incurred and the third (3rd) Business Day after the event or failure giving rise to the Registration
Delay Payments is cured.


 


5.4
Related Obligations. At such time as the Company is obligated to file a Registration Statement with the Commission pursuant
to Section 5.1 hereof, the Company will use commercially reasonable efforts to effect the registration of the Registrable Securities
in accordance with the intended method of disposition thereof and, pursuant thereto, the Company shall have the following obligations:


 


(a)
The Company shall submit to the Commission, within one (1) Business Day after the Company learns that no review of a particular
Registration Statement will be made by the Staff or that the Staff has no further comments on a particular Registration Statement,
as the case may be, a request for acceleration of effectiveness of such Registration Statement to a time and date not later than
two (2) Business Days after the submission of such request. The Company shall keep each Registration Statement effective pursuant
to Rule 415 at all times with respect to each Purchaser’s Registrable Securities until the expiration of the Reporting Period.
The Company shall ensure that each Registration Statement (including any amendments or supplements thereto and prospectuses contained
therein) shall 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 (in the case of prospectuses, in the light of the circumstances in which they were
made) not misleading.


 




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(b)
The Company shall prepare and file with the Commission such amendments (including post-effective amendments) and supplements to
a Registration Statement and the prospectus used in connection with such Registration Statement, which prospectus is to be filed
pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at
all times during the Reporting Period, and, during such period, comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in such Registration Statement.


 


(c)
Upon request of a Purchaser, the Company shall furnish to such Purchaser without charge, (i) promptly after the Registration Statement
including such Purchaser’s Registrable Securities is prepared and filed with the Commission, at least one (1) copy of such
Registration Statement and any amendment(s) thereto, including financial statements and schedules, all documents incorporated
therein by reference, and if requested by the Purchaser, all exhibits and each preliminary prospectus, (ii) upon the effectiveness
of any Registration Statement, ten (10) copies of the prospectus included in such Registration Statement and all amendments and
supplements thereto (or such other number of copies as the Purchaser may reasonably request) and (iii) such other documents, including
copies of any preliminary or final prospectus, as the Purchaser may reasonably request from time to time in order to facilitate
the disposition of the Registrable Securities.


 


(d)
The Company shall notify the Purchasers in writing of the happening of any event, as promptly as practicable after becoming aware
of such event, as a result of which the prospectus included in a Registration Statement, as then in effect, includes an untrue
statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided that in no event shall such notice
contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to
correct such untrue statement or omission, and upon request deliver ten (10) copies of such supplement or amendment to the Purchasers
(or such other number of copies as the Purchasers may reasonably request). Unless such information is publicly available, the
Company shall also promptly notify the Purchasers in writing (i) when a prospectus or any prospectus supplement or post-effective
amendment has been filed, and when a Registration Statement or any post-effective amendment has become effective (notification
of such effectiveness shall be delivered to the Purchasers by facsimile or email within one (1) Business Day of such effectiveness),
(ii) of any request by the Commission for amendments or supplements to a Registration Statement or related prospectus or related
information, and (iii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement
would be appropriate.


 




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(e)
The Company shall use commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction
and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment
and to notify the Purchaser who holds Registrable Securities being sold of the issuance of such order and the resolution thereof
or its receipt of notice of the initiation or threat of any proceeding for such purpose.


 


(f)
If a Purchaser is required under applicable securities law to be described in the Registration Statement as an underwriter, at
the reasonable request of the Purchaser, the Company shall furnish to the Purchaser, on the date of the effectiveness of the Registration
Statement and thereafter from time to time on such dates as the Purchaser may reasonably request, (i) a letter, dated such date,
from the Company’s independent certified public accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the Purchaser, and (ii) an opinion,
dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance
as is customarily given in an underwritten public offering, addressed to the Purchaser.


 


(g)
If a Purchaser is required under applicable securities law to be described in the Registration Statement as an underwriter, upon
the written request of the Purchaser in connection with the Purchaser’s due diligence requirements, if any, the Company
shall make available for inspection by (i) the Purchaser and its legal counsel and (ii) one firm of accountants or other agents
retained by the Purchaser (collectively, the “Inspectors”), all pertinent financial and other records, and
pertinent corporate documents and properties of the Company (collectively, the “Records”), as shall be reasonably
deemed necessary by each Inspector solely for the purpose of establishing a due diligence defense from underwriter liability under
the Securities Act, and cause the Company’s officers, directors and employees to supply all information which any Inspector
may reasonably request; provided, however, that each Inspector shall agree to hold in strict confidence and shall not make any
disclosure (except to the Purchaser) or use of any Record or other information which the Company determines in good faith to be
confidential, and of which determination the Inspectors are so notified, unless (A) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act,
(B) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body
of competent jurisdiction, or (C) the information in such Records has been made generally available to the public other than by
disclosure in violation of this Agreement or any other agreement. The Purchaser agrees that it shall, upon learning that disclosure
of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order preventing disclosure of, the Records deemed confidential. Nothing herein (or in any other confidentiality
agreement between the Company and the Purchaser) shall be deemed to limit the Purchaser’s ability to sell Registrable Securities
in a manner which is otherwise consistent with applicable laws.


 




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(h)
The Company shall hold in confidence and not make any disclosure of information concerning the Purchasers provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or state securities laws, including as provided
in Section 4.4 of this Agreement, (ii) the disclosure of such information is necessary to avoid or correct a misstatement or omission
in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable
order from a court or governmental body of competent jurisdiction or (iv) such information has been made generally available to
the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon
learning that disclosure of such information concerning the Purchasers is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt written notice to the Purchasers and allow the Purchasers, at each Purchaser’s
expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order preventing disclosure of, such
information.


 


(i)
The Company shall cooperate with the Purchasers and, to the extent applicable, facilitate the timely preparation and delivery
of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration
Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Purchasers may reasonably
request and registered in such names as the Purchasers may request.


 


(j)
If requested by a Purchaser, the Company shall, as soon as practicable, (i) incorporate in a prospectus supplement or post-effective
amendment such information as the Purchaser reasonably requests to be included therein relating to the sale and distribution of
Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being
offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be
sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified
of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments
to any Registration Statement if reasonably requested by the Purchaser.


 


(k)
The Company shall use commercially reasonable efforts to cause the Registrable Securities covered by a Registration Statement
to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition
of such Registrable Securities.


 


(l)
The Company shall otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.


 


(m)
Within two (2) Business Days after a Registration Statement that covers Registrable Securities is declared effective by the Commission,
the Company shall deliver to the Transfer Agent (with copies to the Purchasers) confirmation that such Registration Statement
has been declared effective by the Commission.


 




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(n)
Notwithstanding anything to the contrary herein, at any time after the Effectiveness Date, the Company may delay the disclosure
of material, non-public information concerning the Company the disclosure of which at the time is not, in the good faith opinion
of the Board of Directors and its counsel, in the best interest of the Company and, in the opinion of counsel to the Company,
otherwise required (a “Grace Period”); provided, that the Company shall promptly (i) notify the Purchasers
in writing of the existence of material, non-public information giving rise to a Grace Period (provided that in each notice the
Company will not disclose the content of such material, non-public information to the Purchasers) and the date on which the Grace
Period will begin, and (ii) notify the Purchasers in writing of the date on which the Grace Period ends; and, provided further,
that the Grace Periods shall not exceed an aggregate of thirty (30) Trading Days during any three hundred sixty-five (365)-day
period and the first (1st) day of any Grace Period must be at least fifteen (15) days after the last day of any prior
Grace Period (each, an “Allowable Grace Period”). For purposes of determining the length of a Grace Period
above, the Grace Period shall begin on and include the date the Purchasers receive the notice referred to in clause (i) and shall
end on and include the later of the date the Purchasers receive the notice referred to in clause (ii) and the date referred to
in such notice. The provisions of Section 5.4(d) hereof shall not be applicable during the period of any Allowable Grace Period.
Upon expiration of the Grace Period, the Company shall again be bound by the first sentence of Section 5.4(d) with respect to
the information giving rise thereto unless such material, non-public information is no longer applicable. Notwithstanding anything
to the contrary, the Company shall cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of any
Purchaser in accordance with the terms of this Agreement in connection with any sale of Registrable Securities with respect to
which a Purchaser has entered into a contract for sale, and delivered a copy of the prospectus included as part of the applicable
Registration Statement (unless an exemption from such prospectus delivery requirement exists), prior to the Purchaser’s
receipt of the notice of a Grace Period and for which the Purchaser has not yet settled.


 


(o)
Neither the Company nor any Subsidiary or Affiliate shall identify any Purchaser as an underwriter in any public disclosure or
filing with the Commission or any applicable Trading Market without the prior written consent of such Purchaser, and any Purchaser
being deemed an underwriter by the Commission shall not relieve the Company of any obligations it has under this Agreement.


 


5.5
Obligations of the Purchasers.


 


(a)
Each Purchaser agrees to furnish to the Company or its counsel, not more than ten (10) Business Days following the Closing Date,
a completed selling stockholder questionnaire in such form as may reasonably be adopted by the Company. At least five (5) Business
Days prior to the first anticipated filing date of a Registration Statement, the Company shall notify each Purchaser in writing
of any information, other than the information included in the selling stockholder questionnaire (if any), the Company requires
from such Purchaser in order to have that Purchaser’s Registrable Securities included in such Registration Statement. It
shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Purchaser that the Purchaser shall furnish to the Company promptly but in
any event not more than three (3) Business Days prior to the initial anticipated filing date, such information regarding itself,
the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the effectiveness of the registration of such Registrable Securities and shall execute such documents
in connection with such registration as the Company may reasonably request.


 




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(b)
Each Purchaser, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested
by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Purchaser has
notified the Company in writing of the Purchaser’s election to exclude all of the Purchaser’s Registrable Securities
from such Registration Statement.


 


(c)
Each Purchaser agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 5.4(d) or the first sentence of Section 5.4(n), the Purchaser will immediately discontinue disposition of Registrable
Securities pursuant to any Registration Statement(s) covering such Registrable Securities until the Purchaser’s receipt
of the copies of the supplemented or amended prospectus contemplated by Section 5.4(d) or the first sentence of Section 5.4(n)
or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall
cause the Transfer Agent to deliver unlegended shares of Common Stock to a transferee of the Purchaser in accordance with the
terms of this Agreement in connection with any sale of Registrable Securities with respect to which the Purchaser has entered
into a contract for sale prior to the Purchaser’s receipt of a notice from the Company of the happening of any event of
the kind described in Section 5.4(d) or the first sentence of Section 5.4(n) and for which the Purchaser has not yet settled.


 


(d)
Each Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement and
shall sell Registrable Securities only in accordance with the method of distribution described in the Registration Statement.


 


5.6
Expenses of Registration. All reasonable expenses incurred in connection with registrations, filings or qualifications
pursuant to this Article V, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, and fees and disbursements of counsel for the Company, shall be paid by the Company. Notwithstanding the foregoing, in no
event shall the Company be responsible for underwriting discounts, commissions, placement agent fees or other similar expenses,
including fees of any Purchaser, payable with respect to Registrable Securities being sold or offered for sale by the Purchasers.


 


5.7
Reports under the Exchange Act. With a view to making available to the Purchasers the benefits of Rule 144 or any other
similar rule or regulation of the Commission that may at any time permit the Purchasers to sell securities of the Company to the
public without registration, the Company agrees to:


 


(a)
make and keep public information available, as those terms are understood and defined in Rule 144, during the Reporting Period;


 




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(b)
file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act; and


 


(c)
furnish to the Purchasers, so long as any Purchaser owns Registrable Securities, promptly upon request during the Reporting Period:
(i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities
Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and
documents so filed by the Company, and (iii) such other information as may be reasonably requested to permit the Purchasers to
sell such securities pursuant to Rule 144 without registration.


 


5.8
Assignment of Registration Rights. The rights under this Article V shall be automatically assignable by a Purchaser to
any transferee of all or any portion of the Purchaser’s Registrable Securities if: (a) the Purchaser agrees in writing with
the transferee or assignee to assign such rights and a copy of such agreement is furnished to the Company within a reasonable
time after such assignment; (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written
notice of (i) the name, address and phone number of such transferee or assignee,(ii) the securities with respect to which such
registration rights are being transferred or assigned, and (iii) such other information as may reasonably be requested by the
Company; (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or
assignee is restricted under the Securities Act or applicable state securities laws; (d) at or before the time the Company receives
the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to
be bound by all of the provisions contained herein; and (e) such transfer shall have been made in accordance with the applicable
requirements of this Agreement. Following any such transfer in accordance with this Section 5.8, the Company shall thereafter
use commercially reasonable efforts to amend or supplement the selling stockholder table contained in the Registration Statement
to reflect such change in beneficial ownership of the affected Registrable Securities.


 


5.9
Registration Indemnification.


 


(a)
Company Indemnification. The Company will indemnify each Purchaser who holds Registrable Securities (if Registrable Securities
held by such Purchaser are included in the securities as to which such registration is being effected), each of its officers and
directors, partners, members and each person controlling such Purchaser within the meaning of Section 15 of the Securities Act,
to the extent permitted by applicable law, against all expenses, claims, losses, damages or liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or
based on (i) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus,
offering circular or other document, or any amendment or supplement thereto, incident to any such Registration Statement, or based
on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not misleading, or (ii) any violation by the Company
of the Securities Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable
to the Company in connection with any such registration; and in each case, the Company will reimburse each such Purchaser, each
of its officers and directors, partners, members and each person controlling such Purchaser, for any legal and any other expenses
reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim,
loss, damage, liability or expense arises out of or is based on (A) any untrue statement or omission or alleged untrue statement
or omission made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed
by such Purchaser or controlling person, and stated to be specifically for use therein, (B) the use by a Purchaser of an outdated
or defective prospectus after the Company has notified such Purchaser in writing that the prospectus is outdated or defective,
(C) a Purchaser’s (or any other indemnified person’s) failure to send or give a copy of the prospectus or supplement
(as then amended or supplemented), if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons
asserting an untrue statement or alleged untrue statement or alleged untrue statement or omission or alleged omission at or prior
to the written confirmation of the sale of Registrable Securities to such person if such statement or omission was corrected in
such prospectus or supplement, or (D) any violation by such Purchaser of the Securities Act, the Exchange Act, state securities
laws or any rule or regulation promulgated under such laws applicable to such Purchaser.


 




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(b)
Purchaser Indemnification. Each Purchaser holding Registrable Securities will, if Registrable Securities held by such Purchaser
are included in the securities as to which such registration is being effected, severally and not jointly, indemnify the Company,
each of its directors and officers, other holders of the Company’s securities covered by such Registration Statement, each
person who controls the Company within the meaning of Section 15 of the Securities Act, and each such holder, each of its officers
and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims,
losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged
untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document,
or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, to the extent, and only to the extent, that such untrue statement (or alleged untrue statement)
or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance
upon and in conformity with written information furnished to the Company by an instrument duly executed by such Purchaser and
stated to be specifically for use therein, or (ii) any violation by such Purchaser of the Securities Act, the Exchange Act, state
securities laws or any rule or regulation promulgated under such laws applicable to such Purchaser, and in each case, such Purchaser
will reimburse the Company, each other holder, and directors, officers, persons, underwriters or control persons of the Company
and the other holders for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with
investigating or defending any such claim, loss, damage, liability or action; provided, that the indemnity agreement contained
in this Section 5.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such indemnifying Purchaser (which consent shall not be unreasonably withheld or
delayed). The liability of any Purchaser for indemnification under this Section 5.9(b) in its capacity as a seller of Registrable
Securities shall not exceed the greater of (i) the amount of net proceeds to such Purchaser of the securities sold in any such
registration and (ii) the purchase price of the Shares paid by such Purchaser.


 


(c)
Notice and Procedure. Each party entitled to indemnification under this Section 5.9 (each, an “Indemnified Party”)
shall give written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly
after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying
Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying
Party who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall
not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided
further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of
its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s
ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense of any action, in
which there is, in the reasonable opinion of counsel selected by the Indemnifying Party to represent the Indemnified Party, a
material conflict or any material issue between the position of the Indemnifying Party and the position of the Indemnified Party.
No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party
(whose consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation.


 


(d)
Contribution. If the indemnification provided for in this Section 5.9 is held by a court of competent jurisdiction to be
unavailable to an Indemnified Party with respect to any losses, claims, damages or liabilities referred to herein, the Indemnifying
Party, in lieu of indemnifying such Indemnified Party thereunder, shall to the extent permitted by applicable law contribute to
the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as
is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other
in connection with the untrue statement or omission that resulted in such loss, claim, damage or liability, as well as any other
relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined
by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the
parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission;
provided, that in no event shall any contribution by a Purchaser hereunder exceed the proceeds from the offering received by such
Purchaser. The amount paid or payable by a party as a result of any loss, claim, damage or liability shall be deemed to include,
subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other reasonable fees or expenses incurred
by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses
if the indemnification provided for in this Section 5.9 was available to such party in accordance with its terms.


 




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(e)
Survival. The obligations of the Company and the Purchasers under this Section 5.9 shall survive completion of any offering
of Registrable Securities in a Registration Statement and the termination of this Agreement. The indemnity and contribution agreements
contained in this Section 5.9 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties
and are not in diminution or limitation of other remedies or causes of action that the parties may have under this Agreement.


 


ARTICLE
VI





MISCELLANEOUS


 


6.1
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 the fifth (5th) Trading Day following the date hereof;
provided, however, that no such termination will affect the right of any party to sue for any breach by any other
party (or parties).


 


6.2
Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, 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 pay all Transfer
Agent fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the
Company), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.


 


6.3
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.


 


6.4
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 or email attachment at the e-mail address as set forth on the signature pages
attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission,
if such notice or communication is delivered via facsimile or email attachment at the facsimile number or e-mail address as set
forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on
any Trading Day, (c) the second (2nd) Trading 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 attached hereto. To the extent that any notice provided
pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any of
the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K.


 




    	 	41	 



    	 



    


 


6.5
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except pursuant to
a written instrument signed, in the case of an amendment, by the Company and Purchasers which purchased at least sixty-seven (67)
percent of the Shares based on the initial Subscription Amounts hereunder or, in the case of a waiver, by the party against whom
enforcement of any such waived provision is sought, provided that if any amendment, modification or waiver disproportionately
and adversely impacts a Purchaser (or group of Purchasers), the consent of such disproportionately impacted Purchaser (or group
of Purchasers) shall also be required. 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. Any proposed amendment or waiver that disproportionately, materially and adversely
affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasers
shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section
6.5 shall be binding upon each Purchaser and holder of Shares and the Company.


 


6.6
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.


 


6.7
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). Any Purchaser may assign any or all of its rights under this Agreement to any
Person to whom such Purchaser assigns or transfers any Shares, provided that such transferee agrees in writing to be bound, with
respect to the transferred Shares, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


6.8
No Third-Party Beneficiaries. The Placement Agent shall be a third-party beneficiary of the representations and warranties
of the Company in Section 3.1 hereof and with respect to the representations and warranties of the Purchasers and Non-U.S. Purchasers
in Section 3.2 and Section 3.3, respectively. 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 4.8, Section 5.9 and this Section 6.8.


 






    	 	42	 



    	 



    

 


6.9
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, stockholders, 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 or Proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such 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 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 any 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 4.8, the prevailing party in such Action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable
attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such Action
or Proceeding.


 


6.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.


 


6.11
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.


 


6.12
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.


 






    	 	43	 



    	 



    

 


6.13
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 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.


 


6.14
Replacement of Shares. If any certificate or instrument evidencing any Shares 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
Shares.


 


6.15
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.


 


6.16
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.


 


6.17
Reserved.


 


6.18
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. 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.


 




    	 	44	 



    	 



    


 


6.19
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.


 


6.20Saturdays,
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, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


6.21
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.


 


6.22
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.


 





(Signature
Pages Follow)


 




    	 	45	 



    	 



    


 


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.


 


 


	Cocrystal
    pharma, inc.	Address
    for Notice:


 


	By:__________________________________________	Email:
	Name:	Fax:
	Title:	 
	 	 
	With
    a copy to (which shall not constitute notice):	 
	 	 
	 	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK





SIGNATURE
PAGE FOR PURCHASER FOLLOWS]


 


Signature
Page to Securities Purchase Agreement


 




    	 



    	 



    


 


[PURCHASER
SIGNATURE PAGES TO 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: _____________________________________


 


Non-U.S.
Purchaser: [  ]


 


Email
Address of Authorized Signatory: ___________________________________________


 


Facsimile
Number of Authorized Signatory: _________________________________________


 


Address
for Notice to Purchaser:


 


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


 


Subscription
Amount: $____________


 


Shares:
____________


 


EIN
Number: _______________________


 


[SIGNATURE
PAGES CONTINUE]


 


Signature
Page to Securities Purchase Agreement


 




    	 



    	 



    

 


Annex
I


 


Parties
to Lock-Up Agreements





 


Todd
Brady





Phillip
Frost





Jane
Hsiao





Sam
Lee





James
Martin





Steve
Rubin





Raymond
F. Schinazi





Gary
Wilcox





Frost
Gamma Investments Trust





OPKO
Health, Inc.


 


Annex
I to Securities Purchase Agreement


 




    	 



    	 



    

 


Exhibit
A





Lock-Up
Agreement


 


March
__, 2019


 


Cocrystal
Pharma, Inc.


 


Re:
Securities Purchase Agreement, dated as of March 11, 2019 (the “Purchase Agreement”), between Cocrystal Pharma,
Inc., a Delaware corporation (the “Company”), and the purchasers signatory thereto (each, a “Purchaser”
and, collectively, the “Purchasers”)


 


 


Ladies
and Gentlemen:


 


Defined
terms not otherwise defined in this letter agreement (this “Letter Agreement”) shall have the meanings set
forth in the Purchase Agreement. Pursuant to Section 2.2(a)(vi) of the Purchase Agreement and in satisfaction of a condition of
the Company’s obligations under the Purchase Agreement, the undersigned irrevocably agrees with the Company that, from the
date hereof until ninety (90) days after the Closing Date (such period, the “Restriction Period”), the undersigned
will not offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of (or enter into any transaction which is designed
to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any Affiliate of the undersigned or any person in privity with the
undersigned or any Affiliate of the undersigned), directly or indirectly, including the filing (or participation in the filing)
of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any shares of Common
Stock or Common Stock Equivalents beneficially owned, held or hereafter acquired by the undersigned (the “Securities”),
other than transfers: (A) as a bona fide gift or gifts; (B) to any trust for the direct or indirect benefit of the undersigned
or the immediate family of the undersigned; (C) pursuant to a qualified domestic order or in connection with a divorce settlement;
or (D) by will or intestate succession to the legal representative, heir, beneficiary or immediate family of the undersigned upon
the death of the undersigned; provided that, in the case of any transfer or distribution pursuant to clauses (A) through (D),
it shall be a condition precedent to any such transfer or distribution that (1) prior to any such transfer, each donee, trustee,
distributee or transferee, as the case may be, delivers to the Company a signed lock-up agreement, substantially in the form of
this Letter Agreement, for the balance of the Restriction Period, (2) any such transfer shall not involve a disposition for value,
(3) in the case of clauses (A) through (C), such transfers are not required to be reported with the Commission under the Exchange
Act, and (4) the undersigned does not otherwise voluntarily effect any public filing or report regarding such transfers. As used
herein, “immediate family” shall mean the spouse, domestic partner, lineal descendant, father, mother, brother, sister,
or any other person with whom the undersigned has a relationship by blood, marriage or adoption not more remote than first cousin.


 




    	 



    	 



    


 


Beneficial
ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. In order to enforce this covenant, the Company
shall impose irrevocable stop-transfer instructions preventing the Transfer Agent from effecting any actions in violation of this
Letter Agreement.


 


The
undersigned acknowledges that the execution, delivery and performance of this Letter Agreement is a material inducement to each
Purchaser to complete the transactions contemplated by the Purchase Agreement and that each Purchaser (which shall be a third-party
beneficiary of this Letter Agreement) and the Company shall be entitled to specific performance of the undersigned’s obligations
hereunder. The undersigned hereby represents that the undersigned has the power and authority to execute, deliver and perform
this Letter Agreement, that the undersigned has received adequate consideration therefor and that the undersigned will indirectly
benefit from the closing of the transactions contemplated by the Purchase Agreement.


 


This
Letter Agreement may not be amended or otherwise modified in any respect without the written consent of the Company and the undersigned.
This Letter Agreement shall be construed and enforced in accordance with the laws of the State of New York without regard to the
principles of conflict of laws. The undersigned hereby irrevocably submits to the exclusive jurisdiction of the United States
District Court sitting in the Southern District of New York and the courts of the State of New York located in Manhattan, for
the purposes of any suit, action or proceeding arising out of or relating to this Letter Agreement, and hereby waives, and agrees
not to assert in any such suit, action or proceeding, any claim that (i) it is not personally subject to the jurisdiction of such
court, (ii) the suit, action or proceeding is brought in an inconvenient forum, or (iii) the venue of the suit, action or proceeding
is improper. The undersigned hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by receiving a copy thereof sent to the Company at the address in effect for notices to it under
the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.
The undersigned hereby waives any right to a trial by jury. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The undersigned agrees and understands that this Letter Agreement does not intend
to create any relationship between the undersigned and any Purchaser, that no Purchaser is entitled to cast any votes on any matters
contemplated herein or in the Purchase Agreement and that no issuance or sale of the Securities is created or intended by virtue
of this Letter Agreement.


 


This
Letter Agreement shall be binding on successors and assigns of the undersigned with respect to the Securities and any such successor
or assign shall enter into a similar agreement for the benefit of the Purchasers.


 


This
Letter Agreement shall automatically terminate, and the undersigned shall be released from its obligations hereunder, upon the
termination of the Purchase Agreement prior to payment for and delivery of the securities of the Company sold thereunder.


 


[Signature
Page Follows]


 




    	 



    	 



    


 








	 	Very
    truly yours,
	 	___________________________________
	 	Name
    of Securityholder/Director/Officer (Print exact name)
	 	 
	 	By:
    _________________________________
	 	Signature
	 	 
	 	If
    not signing in an individual capacity:
	 	___________________________________
	 	Name
    of Authorized Signatory (Print)
	 	 
	 	___________________________________
	 	Title
    of Authorized Signatory (Print)
	 	(indicate
    capacity of person signing if signing as custodian, trustee or on behalf of an entity)







 





Exhibit
A to Securities Purchase Agreement


 




    	 



    	 



    


 


Exhibit
B





Plan
of Distribution


 


We
are registering the shares of common stock, which we refer to as the shares, of the selling stockholders to permit the resale
of such shares by such stockholders from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling stockholders of the shares. We will bear all fees and expenses incident to our obligation to register
the shares, except that, if the shares are sold through underwriters or broker-dealers, the selling stockholders will be responsible
for any underwriting discounts or commissions or agent’s commissions.


 


The
selling stockholders, which may include donees, pledgees, transferees or other successors in interest selling shares or interests
in shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership, distribution or
other transfer, may sell all or a portion of the shares beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. The shares may be sold in one or more transactions at fixed prices,
at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices.
These sales may be effected in transactions, which may involve crosses or block transactions, on any national securities exchange
or quotation service on which the securities may be listed or quoted at the time of sale. The selling stockholders may use any
one or more of the following methods when disposing of the shares:


 


	 	●	through
    the writing of options, whether such options are listed on an options exchange or otherwise;
	 	 	 
	 	●	ordinary
    brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block
    trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
    as principal to facilitate the transaction;
	 	 	 
	 	●	purchases
    by a broker-dealer as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an
    exchange distribution in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately
    negotiated transactions;
	 	 	 
	 	●	short
    sales;
	 	 	 
	 	●	broker-dealers
    may agree with the selling stockholders to sell a specified number of such securities at a stipulated price per security;
	 	 	 
	 	●	a
    combination of any such methods of sale; or
	 	 	 
	 	●	any
    other method permitted pursuant to applicable law.


 


Exhibit
B to Securities Purchase Agreement


 






    	 



    	 



    

 


If
the selling stockholders effect such transactions by selling shares to or through underwriters, broker-dealers or agents, such
underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling
stockholders or commissions from purchasers of the shares for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved).


 


In
connection with sales of the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the shares in the course of hedging in positions they assume. The selling stockholders
may also sell the shares short and deliver the shares covered by this prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling stockholders may also loan or pledge the shares to broker-dealers that
in turn may sell such shares.


 


The
selling stockholders may pledge or grant a security interest in some or all of the shares owned by them, and, if they default
in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares from time to time
pursuant to this prospectus or other applicable provisions of the Securities Act of 1933, as amended, or the Securities Act, amending,
if necessary, the list of selling stockholders to include such pledgee, transferee or other successors in interest as selling
stockholders under this prospectus. The selling stockholders also may transfer and donate the shares in other circumstances in
which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.


 


The
selling stockholders also may resell all or a portion of the shares in open market transactions, rather than under this prospectus,
in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that
rule.


 


The
selling stockholders and any broker-dealer participating in the distribution of the shares may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer
may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares
is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares being offered
and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other
terms constituting compensation from the selling stockholders and any discounts, commissions or concessions allowed or reallowed
or paid to broker-dealers.


 


Under
the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states, the shares may not be sold unless such shares have been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is complied with.


 


There
can be no assurance that the selling stockholders will sell any or all of the shares registered pursuant to the registration statement
of which this prospectus forms a part.


 


Exhibit
B to Securities Purchase Agreement


 




    	 



    	 



    


 


The
selling stockholders and any other person participating in such distribution will be subject to applicable provisions of the Securities
Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, including, without limitation,
Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the shares of by the selling stockholders
and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the
shares to engage in market-making activities with respect to the shares. All of the foregoing may affect the marketability of
the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.


 


We
will pay all expenses of the registration of the shares pursuant to the registration statement of which this prospectus forms
a part, including, without limitation, filing fees payable to the Securities Exchange Commission and expenses of compliance with
state securities or “blue sky” laws; provided, however, that the selling stockholders will pay all underwriting discounts
and selling commissions, if any. We will indemnify the selling stockholders against liabilities, including some liabilities under
the Securities Act, or the selling stockholders will be entitled to contribution. We may be indemnified by the selling stockholders
against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished
to us by the selling stockholders specifically for use in this prospectus or we may be entitled to contribution.


 


Once
sold under the registration statement of which this prospectus forms a part, the shares will be freely tradable in the hands of
persons other than our affiliates.


 


Exhibit
B to Securities Purchase Agreement