SUBSCRIPTION
AGREEMENT


 


This
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof
by and between Adhera Therapeutics, Inc., a Delaware corporation (the “Company”), and the undersigned
investor in the Offering (as defined below) (the “Subscriber”).


 


WITNESSETH:


 


WHEREAS,
the Company is conducting a private offering (the “Offering”) consisting of secured promissory notes
of the Company in the aggregate principal amount of up to $7,000,000 (each a “Note” and collectively
the “Notes”);


 


WHEREAS,
the Company has engaged Maxim Merchant Capital, a division of Maxim Group LLC (Member FINRA/SIPC) to act as the sole placement
agent for the Offering (the “Placement Agent”);


 


WHEREAS,
the aggregate gross proceeds from the Offering shall be not less than $500,000 (the “Minimum Offering Amount”)
and up to a maximum offering amount of $7,000,000 (the “Maximum Offering Amount”);


 


WHEREAS,
the Offering is being made through the Placement Agent on a “commercially reasonable best efforts” basis
to a limited number of “accredited investors” (as that term is defined by Rule 501(a) of Regulation
D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), by the Securities and Exchange Commission (the “SEC’);


 


WHEREAS,
the Subscriber desires to purchase a Note in the aggregate principal amount set forth on the signature page hereof (which amount
shall be referred to herein as the “Purchase Price”);


 


WHEREAS
the Subscriber’s subscription for Notes will be made in accordance with and subject to the terms and conditions of this
Agreement and the Company’s Confidential Private Placement Memorandum dated June 17, 2019, together with all amendments
thereof and supplements and exhibits thereto, including the documents incorporated by reference therein, and as any of the foregoing
may be amended from time to time (the “Memorandum”); and


 


WHEREAS,
the Company and the Subscriber are executing and delivering this Agreement, and performing the transactions contemplated hereby
including the sale and purchase of the Notes, in reliance upon the exemption from the registration requirements of the Securities
Act afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.


 




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NOW,
THEREFORE, in consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto
do hereby agree as follows:


 


I.
SUBSCRIPTION FOR NOTES AND REPRESENTATIONS
BY SUBSCRIBER


 


1.1
Subject to the terms and conditions hereinafter set forth and as set forth in the Memorandum, the Subscriber hereby subscribes
for and agrees to purchase from the Company, and the Company agrees to sell to the Subscriber, a Note in the aggregate principal
amount set forth on the signature page hereof. The aggregate Purchase Price is payable by wire transfer, to be held in escrow
until the applicable Closing (as defined below), to Collegiate Peaks Bank, in its capacity as the escrow agent for the Offering
(the “Escrow Agent”), as follows:


 


Domestic
wires should be sent as follows:


 


	Bank:	Collegiate
    Peaks Bank
	ABA
    Number:	102105997
	Account
    #:	2200002414755
	Account
    Name:	Corporate
    Stock Transfer as Escrow Manager for Adhera Therapeutics, Inc.


 


Foreign
wires must be sent in U.S. denominated funds as follows:


 


	Bank:
    	Bank
    of New York Mellon
	SWIFT
    Address:	IRVTUS3N
	ABA
    Number:	021000018
	Bank
    Address:	1
    Wall Street, New York, NY 10286
	Account
    Name:	Western
    Union Business Solutions
	Account
    #:	8901309192
	Reference:*	Collegiate
    Peaks Bank/Adhera Therapeutics; Account Number 2200002414755


 


*
Instructions for foreign wires must include the information provided in the reference line to be credited to the escrow account
for Adhera Therapeutics.


 


1.2
The Subscriber understands, acknowledges and agrees that, except as otherwise set forth in Section 3.2 or otherwise required by
law, once irrevocable, (i) the Subscriber is not entitled to cancel, terminate or revoke his, her or its subscription pursuant
to this Agreement or any other obligations of the Subscriber hereunder and (ii) this Agreement and the Subscriber’s obligations
hereunder shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of each of
the parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. If
the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements,
representations, warranties and acknowledgments of the Subscriber in this Agreement shall be deemed to be made by and be binding
upon each such person and his, her, its or their heirs, executors, administrators, successors, legal representatives and permitted
assigns.


 


1.3
The Subscriber recognizes that the purchase of the Notes involves a high degree of risk including, but not limited to, the following:
(a) the Company requires substantial funds in addition to the proceeds of the Offering in order to fund its operations and the
commercialization of its products; (b) an investment in the Company is highly speculative, and only investors who can afford the
loss of their entire investment should consider investing in the Company and the Notes; (c) the Subscriber may not be able to
liquidate the Subscriber’s investment in the Notes; (d) the transferability of the Notes may be extremely limited or restricted
by applicable law; (e) in the event of a future disposition of the Notes, the Subscriber could sustain the loss of the Subscriber’s
entire investment; (f) the Company has not paid any dividends on its Common Stock since its inception, does not anticipate paying
any dividends on its Common Stock in the near future and any future dividends will be subject to the discretion of and approval
by the Company’s board of directors; and (g) each of the other risks set forth in or incorporated by reference into the
“Risk Factors” section of the Memorandum, which are incorporated herein by reference.


 




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1.4
At the time such Subscriber was offered the Notes, the Subscriber was an “accredited investor” as defined in Rule
501(a) promulgated under the Securities Act. The Subscriber hereby represents and warrants to the Company that the Subscriber’s
responses to the investor questionnaire substantially in the form attached as Exhibit A to this Agreement (the “Purchaser
Questionnaire”) are true, correct and complete in all respects.


 


1.5
The Subscriber hereby acknowledges, represents and warrants that: (a) the Subscriber has adequate means of providing for the Subscriber’s
current financial needs and contingencies; (b) the Subscriber has knowledge and experience in business and financial matters,
prior investment experience (including investment in securities that are non-listed, unregistered and/or not traded on a national
securities exchange), or employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation
D), attorney and/or accountant to read and review all of the documents furnished or made available by the Company to the Subscriber,
to evaluate the merits and risks of an investment in the Notes on the Subscriber’s behalf; (c) the Subscriber is able to
bear the economic risk that the Subscriber assumes by investing in the Notes; and (d) the Subscriber can afford a complete loss
of the Subscriber’s investment in the Notes.


 


1.6
The Subscriber hereby (i) acknowledges receipt and careful review of this Agreement, the Memorandum, the form of Note attached
hereto as Exhibit B, the Security Agreement attached hereto as Exhibit C, and all other exhibits, annexes and appendices
thereto, which are incorporated herein by reference (collectively, the “Offering Materials”), and has
had access to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (collectively with the
exhibits thereto and as amended, the “Form 10-K”), the Company’s Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2019 (collectively with the exhibits thereto and as amended, the “Form 10-Q”)
and the other periodic, current and other reports filed or furnished by the Company pursuant to the Securities Act and the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Sections 13(a) or 15(d)
thereof, as publicly filed and available on the website of the SEC (such materials, collectively, the “SEC Reports”);
(ii) represents that the Subscriber has been furnished by the Company with all information regarding the Company, the terms and
conditions of the Offering and any additional information that the Subscriber has requested or desired to know, and has been afforded
the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company
concerning the Company and the terms and conditions of the Offering; provided, however, that no investigation performed by or
on behalf of the Subscriber shall limit or otherwise affect its right to rely on the representations and warranties of the Company
expressly contained herein; and (c) acknowledges that the projections and other “forward-looking statements” (within
the meaning of U.S. securities laws) of the Company that are contained in the Offering Materials should not be relied upon in
making the decision to invest in the Notes, that such projections are subject to change and that there is no assurance that such
projections will be met.


 




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1.7
(a) In making the decision to invest in the Notes, the Subscriber has relied solely upon the information provided by
the Company in this Agreement and the Memorandum. To the extent necessary, the Subscriber has retained, at its own expense,
and relied upon appropriate professional advice regarding the investment, tax and legal merits and consequences of this
Agreement and the purchase of the Notes hereunder. The Subscriber disclaims reliance on any statements made or information
provided by any person or entity in the course of Subscriber’s consideration of an investment in the Notes other than
this Agreement and the Memorandum and the results of Subscriber’s own independent investigation.


 


(b)
The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Notes by the Company or the Placement
Agent (or another person whom the Subscriber believed to be an authorized agent or representative thereof with whom the Subscriber
had a prior substantial pre-existing relationship), (ii) the Subscriber did not learn of the Offering by means of any form of
general solicitation or general advertising, (iii) the Subscriber did not receive or review any advertisement, article, notice
or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed
circuit, or generally available, with respect to the Offering and (iv) the Subscriber did not attend any seminar meeting or industry
investor conference whose attendees were invited by any general solicitation or general advertising with respect to the Offering.


 


1.8
The Subscriber hereby acknowledges that the Offering has not been reviewed by the SEC or any state regulatory authority and that
the Offering is intended to be exempt from the registration requirements of Section 5 of the Securities Act pursuant to the exemption
therefrom provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Subscriber
understands that the Notes have not been and will not be registered under the Securities Act or under any state securities or
“blue sky” laws and agrees not to sell, pledge, assign or otherwise transfer or dispose of the Notes unless and until
they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or pursuant
to an available exemption therefrom. The Subscriber hereby represents that the Subscriber is purchasing the Notes for the Subscriber’s
own account for investment purposes and not with a view toward the resale or distribution to others; provided, however, that nothing
contained herein shall constitute an agreement by the Subscriber to hold the Notes for any particular length of time and the Company
acknowledges that the Subscriber shall at all times retain the right to dispose of the Notes as it may determine in its sole discretion,
subject to any restrictions imposed by applicable law. The Subscriber, if an entity, further represents that it was not formed
for the purpose of purchasing the Notes.


 




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1.9
The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Notes that such securities
have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth
or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that
the Company will make a notation in its appropriate records with respect to the restrictions on the transferability of such Notes.
The legend to be placed on each certificate shall be in form substantially similar to the following:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
ONLY 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.”


 


1.10
The Subscriber hereby represents that the address of the Subscriber set forth on the signature page hereto is the Subscriber’s
principal residence if the Subscriber is an individual or its principal business address if the Subscriber is an entity.


 


1.11
The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) or capacity, as
applicable, to execute and deliver this Agreement and to purchase the Notes. This Agreement constitutes the legal, valid and binding
obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms.


 


1.12
If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement
account, Keogh Plan, or other tax-exempt entity, it is authorized and qualified to invest in the Company and the person signing
this Agreement on behalf of such entity has been duly authorized by such entity to do so.


 


1.13
The Subscriber acknowledges that if the Subscriber is a Registered Representative of a Financial Industry Regulatory Authority
(“FINRA”) member firm, the Subscriber must give such firm the notice required by the FINRA’s Rules
of Fair Practice, receipt of which must be acknowledged by such firm in the Subscriber’s Purchaser Questionnaire.


 


1.14
To effectuate the terms and provisions of this Agreement, the Subscriber hereby appoints the Placement Agent as its attorney-in-fact
(and the Placement Agent hereby accepts such appointment) for the purpose of carrying out the provisions of the Escrow Agreement
by and between the Company, the Placement Agent and the Escrow Agent (the “Escrow Agreement”) including,
without limitation, taking any action on behalf of, or at the instruction of, the Subscriber and executing any release notices
required under the Escrow Agreement and taking any action and executing any instrument that the Placement Agent may deem necessary
or advisable (and lawful) to accomplish the purposes hereof or thereof. All acts done under the foregoing authorization are hereby
ratified and approved and neither the Placement Agent nor any designee nor agent thereof shall be liable for any acts of commission
or omission, for any error of judgment, for any mistake of fact or law except for acts of gross negligence or willful misconduct.
This power of attorney, being coupled with an interest, is irrevocable while the Escrow Agreement remains in effect.


 




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1.15
The Subscriber agrees not to issue any public statement with respect to the Offering, Subscriber’s investment or proposed
investment in the Company or the terms of this Agreement or any other agreement or covenant between them and the Company without
the Company’s prior written consent, except such disclosures as may be required under applicable law.


 


1.16
The Subscriber understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part,
by the Company, in the sole and absolute discretion of the Company, at any time before the applicable Closing (as defined below)
notwithstanding prior receipt by the Subscriber of notice of acceptance by the Company of the Subscriber’s subscription.


 


1.17
The Subscriber acknowledges and agrees that (i) the information contained in the Offering Materials or otherwise made available
to the Subscriber by the Company in connection with the Offering is confidential and non-public and (ii) all such information
shall be kept in confidence by the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other
than in connection with this Agreement) nor disclosed to any third party for any reason, notwithstanding that a Subscriber’s
subscription may not be accepted by the Company; provided, however, that (a) the Subscriber may disclose such information to its
affiliates and advisors who may have a need for such information in connection with providing advice to the Subscriber with respect
to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality to the Subscriber
no less restrictive than the restrictions contained in this Section 1.17, and (b) this obligation shall not apply to any such
information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part
of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision)
after the date hereof or (iii) is received from a third party that is not under any obligation of confidentiality with respect
to such information.


 


1.18
Subscriber understands that the Notes are being offered and sold to it in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy
of, and such Subscriber’s compliance with, the representations, warranties, agreements, acknowledgements and understandings
of such Subscriber set forth herein in order to determine the availability of such exemptions and the eligibility of such Subscriber
to acquire the Notes. The Subscriber agrees to supply the Company, within five (5) days after the Subscriber receives the request
therefor from the Company, with such additional information concerning the Subscriber as the Company deems necessary or advisable
for purposes of making such determination.


 


1.19
The Subscriber understands that Rule 144 promulgated under the Securities Act (“Rule 144”) requires,
among other conditions, a minimum holding period of six-months prior to the resale of securities acquired in a non-public offering
without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges
that the Company is under no obligation to register the Notes under the Securities Act or any state securities or “blue
sky” laws or to assist the Subscriber in obtaining an exemption from any such registration requirements.


 




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1.20
The Subscriber agrees to hold the Company and its directors, officers, employees, controlling persons and agents (including the
Company’s legal counsel and the Placement Agent and its managers, members, officers, directors, employees, counsel, controlling
persons and agents) and their respective heirs, representatives, successors and assigns harmless from and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (i) any misrepresentation made by the Subscriber contained
in this Agreement or breach of any warranty by the Subscriber contained in this Agreement or in any exhibits attached hereto;
(ii) any untrue statement of a material fact made by the Subscriber contained herein; or (iii) after any applicable notice and/or
cure periods, any breach or default in performance by the Subscriber of any covenant or undertaking to be performed by the Subscriber
hereunder, or pursuant to any other Offering Materials entered into by the Company and Subscriber relating hereto. Notwithstanding
the foregoing, in no event shall the liability of the Subscriber hereunder be greater than the aggregate Purchase Price paid for
the Notes by the Subscriber as set forth on the signature page hereto.


 


1.21
If the Subscriber is an entity, upon request of the Company, the Subscriber will provide true, complete and current copies of
all relevant documents creating the Subscriber, authorizing its investment in the Company and/or evidencing the due authority
of the signatory to this Agreement.


 


II.
REPRESENTATIONS BY AND COVENANTS OF THE COMPANY


 


The
Company hereby represents and warrants to the Subscriber, as of the date of this Agreement (other than representations and warranties
that relate to a specific date, which are given as of such date) and except as set forth in the Memorandum or in the SEC Reports,
as follows:


 


2.1 Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware and has full corporate power and authority to own and use its properties and assets as currently
owned and conduct its business as currently conducted. Except as set forth on Schedule 2.1 attached hereto, each of the
Company’s wholly-owned subsidiaries (the “Subsidiaries”) is an entity duly organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation with the requisite power and authority to
own and use its properties and assets and to conduct its business as currently conducted. Neither the Company, nor any of its
Subsidiaries is in violation of any of the provisions of their respective articles of incorporation, by-laws or equivalent organizational
or charter documents, including, but not limited to the Company’s Certificate of Incorporation, as amended (the “COI”),
or the Company’s Bylaws, as amended (the “Bylaws,” and collectively with the COI, the “Charter
Documents”). Each of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing
as a foreign corporation in each jurisdiction in which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not have a
material adverse effect on (i) the legal and valid issuance of the Notes, (ii) the enforceability of this Agreement against the
Company or the Company’s ability to perform its obligations hereunder, or (iii) the results of operations, assets, business
and financial condition of the Company and its Subsidiaries, taken as a whole (any of (i), (ii) or (iii), a “Material
Adverse Effect”).


 




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2.2
Capitalization and Voting Rights. As of the date of this Agreement, the Company was authorized to issue 180,000,000 shares
of Common Stock, of which 10,869,530 shares were issued and outstanding, and 100,000 shares of preferred stock were authorized,
of which 90,000 have been designated as Series A Junior Participating Preferred Stock (of which none are issued and outstanding),
1,000 have been designated as Series B Preferred Stock (none of which are outstanding), 1,200 have been designated as Series C
Convertible Preferred Stock (of which 100 are issued and outstanding), 220 have been designated as Series D Convertible Preferred
Stock (of which 40 are issued and outstanding), 3,500 have been designated as Series E Convertible Preferred Stock (of which 3,478
are issued and outstanding), and 2,200 have been designated as Series F Convertible Preferred Stock (of which 381 are issued and
outstanding). As of the date hereof: (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain
any preemptive, redemption or similar provisions; (ii) no holder of securities of the Company or any Subsidiary is entitled to
preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of the
Offering; (iii) there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to redeem a security of the Company or any of its Subsidiaries; (iv) neither the Company nor any Subsidiary
has any outstanding stock appreciation rights, “phantom stock” plans or any similar plan or agreement; and (v) except
as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, convertible securities, preemptive
rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary
or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue
any shares of capital stock of the Company or any Subsidiary, or securities or rights convertible or exchangeable into shares
of capital stock of the Company or any Subsidiary. Other than restrictions imposed by applicable law, there are no restrictions
upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Charter Documents or any material
agreement or other instrument to which the Company is a party or by which the Company is bound. All of the issued and outstanding
shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the
Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other
restrictions (collectively, “Encumbrances”). All of the Company’s outstanding capital stock has
been issued in accordance with the applicable provisions of the Securities Act and any other applicable securities laws. Except
as set forth on Schedule 2.2, the issuance and sale of the Notes, as contemplated hereby, will not obligate the Company
to issue shares of Common Stock or other securities to any other person (other than other investors in the Offering) and will
not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding Company security. The Company
does not have outstanding stockholder purchase rights or “poison pill” or (any arrangement granting substantially
similar rights) in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of the
transactions contemplated hereby.


 


2.3
Authorization; Enforceability. The Company has all corporate right, power and authority to enter into, execute and deliver
this Agreement and each other agreement, document, instrument and certificate to be executed by the Company in connection with
the consummation of the transactions contemplated hereby, and to perform fully its obligations hereunder and thereunder. All corporate
action on the part of the Company, its directors and stockholders necessary for the (a) authorization, execution, delivery and
performance of this Agreement by the Company; and (b) authorization, sale, issuance and delivery of the Notes has been taken.
This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies,
and to limitations of public policy. The Notes are duly authorized and, when issued and paid for in accordance with the terms
of this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of all Encumbrances other than
restrictions on transfer provided for in the Offering Materials.


 




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2.4
No Conflict; Governmental Consents.


 


(a)
The execution and delivery by the Company of this Agreement, the issuance and sale of the Notes and the consummation of the other
transactions contemplated hereby do not and will not (i) result in the violation of any law, statute, rule, regulation, order,
writ, injunction, judgment or decree of any court or governmental authority to or by which the Company is bound including without
limitation all foreign, federal, state and local laws applicable to the Company, except in each case as would not have a Material
Adverse Effect, (ii) conflict with or violate any provision of the Charter Documents, and (iii) conflict with, or result in a
material breach or violation of, any of the terms or provisions of, or constitute (with or without due notice or lapse of time
or both) a default or give to others any rights of termination, amendment, acceleration or cancellation (with or without due notice,
lapse of time or both) under any Material Contract (as defined below) to which the Company or any Subsidiary is a party or by
which any of them is bound, nor result in the creation or imposition of any Encumbrances upon any of the properties or assets
of the Company or any Subsidiary.


 


(b)
No approval by the holders of Common Stock, or other equity securities of the Company, is required to be obtained by the Company
in connection with the authorization, execution, delivery and performance of this Agreement or in connection with the authorization,
issue and sale of the Notes, except as has been previously obtained.


 


(c)
No consent, approval, authorization or other order of any governmental authority or any other person is required to be obtained
by the Company in connection with the authorization, execution, delivery and performance of this Agreement or in connection with
the authorization, issue and sale of the Notes, except such post-sale filings as may be required to be made with the SEC, FINRA,
the OTC Markets and with any state or foreign blue sky or securities regulatory authority, all of which shall be made when required.


 


2.5 SEC
Reports; Financial Statements. The Company has filed all SEC Reports required to be filed by it under the Securities Act and
the Exchange Act since January 1, 2018 (the “Reference Date”) (or such shorter period as the Company
was required by law to file such reports) (the “Adhera SEC Reports”) on a timely basis, or timely filed
a valid extension of such time of filing and has filed the Adhera SEC Reports prior to the expiration of any such extension. As
of their respective dates, the Adhera SEC Reports complied in all material respects with the requirements of the Securities Act
and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the Adhera 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 light of the circumstances under which they were made, not misleading. The
financial statements of the Company included in the Adhera SEC Reports (the “Adhera Financial Statements”)
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect
thereto as in effect at the time of filing. The Adhera Financial Statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved, except as may be otherwise specified in such
financial statements or the footnotes thereto, 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.


 




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2.6
Regulatory Permits: Licenses. The Company and the Subsidiaries possess all certificates, authorizations, licenses and permits
issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses
as described in the SEC Reports and the Memorandum (“Material Permits”), except where the failure to
possess such Material Permits would not have a Material Adverse Effect, and neither the Company nor any Subsidiary has received
any notice of any action, arbitration, claim, hearing, litigation or suit (whether civil, criminal, administrative, judicial or
investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before any
federal, state, local or foreign government or any court of competent jurisdiction, administrative or regulatory body, agency,
bureau, or commission in any domestic or foreign jurisdiction, any appropriate division of any of the foregoing or any arbitrator,
or other legal action (each, a “Proceeding”) relating to the revocation or modification of any Material
Permit.


 


2.7
Litigation. There are no pending or, to the Company’s knowledge, threatened Proceedings against the Company or any
Subsidiary which would have a Material Adverse Effect. Except as set forth on Schedule 2.7, neither the Company nor any
Subsidiary is a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which would materially adversely affect the business, property, financial condition or operations of
the Company and its Subsidiaries taken as a whole. There is no Proceeding by the Company or any Subsidiary currently pending in
any court or before any arbitrator or that the Company or any Subsidiary intends to initiate. None of the Company, any Subsidiary
or any director or officer thereof is, or since the date of the filing of the Form 10-K has been, the subject of any action involving
a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There is no
pending or, to the Company’s knowledge, contemplated investigation by the SEC involving the Company or any current director
or officer of the Company.


 


2.8 Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the SEC promulgated thereunder.


 


2.9
Brokers. Except for the Placement Agent, neither the Company nor any of the Company’s officers, directors or employees
has employed or engaged any broker or finder in connection with the transactions contemplated by this Agreement and no fee or
other compensation is or will be due and owing on behalf of the Company to any broker, finder, underwriter, placement agent or
similar person in connection with the transactions contemplated by this Agreement.


 




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2.10
Intellectual Property; Employees.


 


(a)
The Company owns or possesses all material legal rights to the patents, trademarks, service marks, trade names, copyrights, trade
secrets, licenses, information and other proprietary rights and processes necessary for its business as presently conducted (collectively,
the “Intellectual Property Rights”) as set forth on Schedule 2.10. There are no material outstanding
options, licenses or agreements of any kind relating to the Company’s Intellectual Property Rights, other than as set forth
in the SEC Reports or on Schedule 2.10, nor is the Company bound by or a party to any material options, licenses or agreements
of any kind with respect to the Intellectual Property Rights of any other person or entity other than such licenses or agreements
arising from the purchase of “off the shelf” or standard products. Since the Reference Date, the Company has not received
any written communications alleging that the Company has violated or, by conducting its business as presently conducted, would
violate any Intellectual Property Rights of any other person or entity. The Company and its Subsidiaries have taken reasonable
measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure
to do so would not, individually or in the aggregate, have a Material Adverse Effect.


 


(b)
The Company is not aware of any obligation on the part of any Company Employee under any contract (including licenses, covenants
or commitments of any nature), other agreement or judgment, decree or order of any court or administrative agency, that would
materially adversely interfere with such employee’s duties to the Company or that would conflict with the Company’s
business as presently conducted.


 


(c)
To the Company’s knowledge, (i) no employee of the Company, or any consultant with whom the Company has contracted, is in
violation of any term of any employment contract, proprietary information agreement or any other agreement relating to the right
of any such individual to be employed by, or to contract with, the Company and (ii) the continued employment by the Company of
its employees, and the performance of the Company’s contracts with its independent contractors, will not result in any such
violation. Since the Reference Date, the Company has not received any written notice alleging that any such violation has occurred.
No employee of the Company has been granted the right to continued employment by the Company or to any compensation following
termination of employment with the Company except as would not have a Material Adverse Effect. To the Company’s knowledge,
no officer or key employee intends to terminate his, her or their employment with the Company, nor does the Company have a present
intention to terminate any such employee.


 


2.11
Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets and
good title to its leasehold estates, including its Intellectual Property Rights, which are, to the Company’s knowledge,
valid and enforceable, with all maintenance or other required fees having been paid.


 


2.12
Obligations to Related Parties. There are no obligations of the Company to officers, directors, stockholders, or employees
of the Company other than (a) for payment of salary or other compensation for services rendered, (b) reimbursement for reasonable
expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees
(including stock option agreements under the Company’s equity plans). None of the officers or directors of the Company and,
to the Company’s knowledge, none of the employees of the Company, is presently a party to any transaction with the Company
or any Subsidiary (other than as holders of Company securities and for services as employees, officers and directors) required
to be disclosed under applicable SEC rules and regulations that is not disclosed in the SEC Reports.


 




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2.13
Material Changes. Since the Reference Date, (i) there has been no event, occurrence or development that has had a Material
Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables,
accrued expenses and other liabilities 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 generally accepted accounting principles
or required to be disclosed in filings made with the SEC, (iii) the Company has not altered its method of accounting or the identity
of its auditors, (iv) except as set forth on Schedule 2.13, 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) except as set forth in Schedule 2.13, the Company has not issued any equity securities to any
officer, director or affiliate, except pursuant to existing Company stock compensation plans. The Company does not have pending
before the SEC any request for confidential treatment of information.


 


2.14
Compliance. The Company is in material compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002, as
amended, and the rules and regulations promulgated thereunder.


 


2.15
No General Solicitation. Assuming the accuracy of the Placement Agent’s representations and covenants in that certain
engagement letter dated April 29, 2019 between the Company and the Placement Agent, none of the Company, its Subsidiaries, any
of its or their affiliates, or any person acting on its or their behalf, has engaged in any form of general solicitation or general
advertising (within the meaning of Regulation D) in connection with the Offering.


 


2.16
Private Placement; No Integrated Offering. Assuming the accuracy of the Subscriber’s representations and warranties
set forth in this Agreement, no registration under the Securities Act is required for the offer or sale of the Notes by the Company
as contemplated hereby. Assuming the accuracy of the Placement Agent’s representations and covenants in that certain engagement
letter dated April 29, 2019 between the Company and the Placement Agent, none of the Company, its Subsidiaries, any of its or
their affiliates, or any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security,
solicited any offers to buy any security or taken any other action, which, under the circumstances would require such registration
or cause this Offering to be integrated with prior offerings by the Company for purposes of the Securities Act or the rules of
the OTC Markets.


 


2.17
Application of Takeover Protections. The Company has 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 Charter Documents or the laws of the State of Delaware that otherwise would be applicable
as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this Agreement, including,
without limitation, the Company’s issuance of the Notes and the Subscriber’s ownership of the Notes.


 




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2.18
Taxes. Since the Reference Date (i) the Company and each of its Subsidiaries has filed all U.S. federal, state, local and
foreign tax returns which are required to be filed by each of them and all such returns are true and correct in all material respects,
except for such failures to file which would not have a Material Adverse Effect, (ii) the Company and each of its Subsidiaries
has paid all taxes required to be paid pursuant to such returns or pursuant to any assessments received by any of them, and have
withheld any amounts which any of them are obligated to withhold from amounts owing to any employee, creditor or third party and
(iii) the Company and each of its Subsidiaries has properly accrued all taxes required to be accrued and/or paid pursuant to applicable
law, except where the failure to accrue would not have a Material Adverse Effect. To the knowledge of the Company, the tax returns
of the Company and its Subsidiaries are not currently being audited by any state, local or federal authorities. Neither the Company
nor any of its Subsidiaries has waived any statute of limitations with respect to taxes or agreed to any extension of time with
respect to any tax assessment or deficiency.


 


2.19
Registration Rights. Except as set forth on Schedule 2.19, no person has any right to cause the Company to effect
the registration under the Securities Act of any securities of the Company.


 


2.20
Listing and Maintenance Requirements. The Common Stock is registered pursuant to Section 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 SEC is contemplating terminating
such registration. The Company has not, since the Reference Date, 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 in material compliance with the continued listing requirements of the OTCQB tier of the
OTC Markets.


 


2.21 Material
Contracts. The SEC Reports contain all material contracts, agreements, commitments, arrangements, leases, policies or other
instruments to which either the Company or any of its Subsidiaries is a party or by which any of them is bound, which are required
to be filed pursuant to the Securities Act or the Exchange Act (the “Material Contracts”). The Material
Contracts are valid and in full force and effect, enforceable against the Company and any of the Subsidiaries party thereto and,
to the Company’s knowledge, against the other parties thereto. Neither the Company nor any Subsidiary is in violation of,
or default under (and there does not exist any event or condition which, after notice or lapse of time or both, would constitute
such a default under), any Material Contract. To the Company’s knowledge, none of the other parties to any Material Contract
are in violation of or default under any Material Contract in any material respect. Neither the Company nor any Subsidiary has
received any notice of cancellation or any written communication threatening cancellation of any Material Contract which is currently
in effect by any other party thereto.


 




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2.22
U.S. Food and Drug Administration. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration
(“FDA”) under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”)
that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries
(each such product, a “Product”), such Product is being manufactured, packaged, labeled, tested, distributed,
sold and/or marketed by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations
relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices,
good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing
of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed
or, to the Company’s knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory
proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any
of its Subsidiaries has received any notice, warning letter or other communication from the FDA or any other governmental entity,
which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing
or packaging of, the testing of, the sale of, or the labeling and promotion of any Product, (ii) withdraws its approval of, requests
the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating
to, any Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of its Subsidiaries, (iv) enjoins
production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to enter into a consent decree of
permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any violation of any laws, rules or
regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate, would have a Material
Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects
in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the
FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or
marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed
or proposed to be developed by the Company. Statements in the SEC Reports concerning the Company’s applications, filings,
submissions and proceedings with the FDA under the FDCA fairly summarize in all material respects such matters.


 


2.23
Contributions. Neither the Company nor any Subsidiary has directly or indirectly, (i) made any unlawful contribution to
any candidate for public office, or failed to disclose fully where required by law any contribution in violation of law, or (ii)
made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public
duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof.


 


2.24
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by the Offering Materials,
the Company confirms that neither it nor any other person acting on its behalf has provided the Subscriber or its agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Subscriber will rely on the foregoing representation in effecting transactions in securities of the Company.


 




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2.25 Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
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’).


 


2.26
No Disqualification Events. With respect to the Notes to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”
and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except
for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether
any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its
disclosure obligations under Rule 506(e), and has furnished to the Subscribers a copy of any disclosures provided thereunder.


 


2.27
Other Covered Persons. Other than the Placement Agent, the Company is not aware of any person (other than any Issuer Covered
Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with
the sale of any Notes.


 


III.
TERMS OF SUBSCRIPTION


 


3.1
The Notes will be offered for sale until the earliest of (i) the date upon which subscriptions for the Maximum Offering Amount
offered hereunder have been accepted by the Company, (ii) the date the Offering is terminated by the Company and (iii) September
30, 2019 (the “Termination Date”). The Placement Agent is acting in such capacity with respect to the
Offering on a “commercially reasonable best efforts” basis for the Maximum Offering Amount.


 


3.2
The Company may, on or prior to June 30, 2019, hold an initial closing (“Initial Closing”) and, at any
time and from time to time after the Initial Closing, may hold subsequent closings (each such closing, including the Initial Closing,
a “Closing,” and the final such Closing, the “Final Closing”), in each case,
with respect to any Notes for which subscriptions have been accepted prior to such date. In the event that (i) the Initial Closing
does not occur prior to the Termination Date or (ii) this Agreement or the aggregate Purchase Price owed with respect to the Notes
purchased by the Subscriber pursuant hereto is received after the Final Closing, all amounts paid by the Subscriber shall be returned
to the Subscriber, without interest or deduction. The Subscriber may revoke its subscription and obtain a return of the subscription
amount paid to the Escrow Account at any time before the date of the Initial Closing by providing written notice to the Placement
Agent, the Company and the Escrow Agent as provided in Section 6.1 below. Upon receipt of a revocation notice from the Subscriber
prior to the date of the Initial Closing, all amounts paid by the Subscriber shall be returned to the Subscriber, without interest
or deduction. The Subscriber may not revoke this subscription or obtain a return of the subscription amount paid to the Escrow
Agent on or after the date of the Initial Closing. Any subscription received after the Initial Closing but prior to the Termination
Date shall be irrevocable.


 




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3.3
The minimum purchase that may be made by any prospective investor shall be $50,000. Subscriptions for investment below the minimum
investment may be accepted at the discretion of the Placement Agent and the Company. The Company and the Placement Agent reserve
the right to reject any subscription made hereby, in whole or in part, in their sole discretion.


 


3.4
Prior to the applicable Closing for the Notes purchased pursuant hereto, funds representing the aggregate Purchase Price for such
Notes shall be deposited in the Escrow Account.


 


3.5
The Notes purchased by the Subscriber pursuant to this Agreement will be delivered to the Subscriber in book entry format; provided,
that if such Notes cannot be delivered via book entry, then instruments representing such Notes will be prepared for delivery
to the Placement Agent for further distribution to the Subscriber as soon as practicable following the applicable Closing, and,
in such case, the Subscriber hereby authorizes and directs the Company to deliver instruments representing the Notes purchased
by the Subscriber pursuant to this Agreement to the Placement Agent for further distribution directly to the Subscriber’s
address indicated on the signature page hereto.


 


3.6
The Company’s agreement with each investor in the Offering, including the Subscriber, is a separate agreement and the sale
of the Notes to each investor in the Offering, including the Subscriber, is a separate sale.


 


IV.
CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER


 


4.1
The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject
to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the
Subscriber to the extent permitted by law:


 


(a) Representations
and Warranties; Covenants. The representations and warranties made by the Company in Section 2 shall be true and correct (without
giving effect to any “Material Adverse Effect,” “material,” “materially” or similar materiality
qualifications therein, other than Section 2.13(i)) in all material respects as of the date hereof and as of the Closing Date,
except for those representations and warranties which expressly relate to an earlier date, in which case such representations
and warranties shall have been true and correct in all material respects as of such earlier date (without giving effect to any
“Material Adverse Effect”, “material”, “materially” or other similar materiality qualification
therein). All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the
date of such Closing shall have been performed or complied with in all material respects.


 


(b) No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions
contemplated by this Agreement.


 


(c)
No Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as
otherwise provided in this Agreement).


 




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(d) No
Suspensions of Trading in Common Stock; Listing. Trading in the Common Stock shall not have been suspended by the SEC or any
trading market (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material
information regarding the Company) at any time since the date of execution of this Agreement, and the Common Stock shall have
been at all times since such date listed or quoted for trading on the Company’s principal trading market.


 


(e)
Legal Opinion. The Company’s corporate counsel shall have delivered a legal opinion addressed to the Placement Agent
in a form reasonably acceptable to the Placement Agent.


 


(f) Notice
of Disqualification Events. The Company will notify the Subscribers and the Placement Agent in writing, prior to the Closing
Date, of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage
of time, reasonably be expected to become a Disqualification Event relating to any Issuer Covered Person, in each case of which
it is aware.


 


(g)
Minimum Offering Amount. The Company shall have received and accepted subscriptions with respect to not less than the Minimum
Offering Amount.


 


V.
COVENANTS OF THE COMPANY


 


5.1
Listing of Securities. The Company agrees, (i) it will comply in all material respects with the Company’s reporting,
filing and other obligations under the Charter Documents or rules of the principal trading market of the Common Stock and (ii)
for so long as the Board of Directors determines that it remains advisable and in the Company’s best interest, the Company
will take all commercially reasonable action necessary to continue the listing and trading of its Common Stock on a trading market


 


5.2
Replacement of Certificates. If any certificate or instrument evidencing any Notes is mutilated, lost, stolen or destroyed,
the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, 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 and customary and reasonable indemnity, if requested. The applicants for a new certificate
or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement
securities. If a replacement certificate or instrument evidencing any securities is requested due to a mutilation thereof, the
Company may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


5.3 Furnishing
of Information. Until no Subscriber owns any Notes, the Company covenants to maintain registration of the Common Stock under
Section 12(g) or 12(b) of the Exchange Act and covenants to timely file (or obtain extensions in respect thereof and file within
the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.
As long as Subscriber owns Notes, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare
and furnish to Subscriber and make publicly available in accordance with Rule 144(c) such information as is required for the Subscriber
to be able to sell the Notes under Rule 144 within the requirements provided thereby. The Company further covenants that it will
take such further action as any holder of Notes may reasonably request, to the extent required from time to time, to enable such
person to sell such Notes without registration under the Securities Act within the requirements of the exemption provided by Rule
144.


 




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5.4
Securities Laws; Publicity. The Company shall file a Current Report on Form 8-K, including the Offering Materials as exhibits
thereto (to the extent any information contained therein is material, non-public information), with the SEC within the time required
by the Exchange Act. From and after the filing of such Current Report on Form 8-K the Company represents to the Subscriber (other
than any Subscriber who has a representative on the Company’s board of directors or who is an employee of the Company) that
it shall have publicly disclosed all material, non-public information delivered to any Subscriber by the Company or any of its
Subsidiaries or any of its or their respective officers, directors, employees or agents in connection with the transactions contemplated
by the Offering Materials. In addition, effective upon the filing of such Current Report on 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 the
Subscriber or any of its Affiliates on the other hand, shall terminate. The Company and the Placement Agent shall consult with
each other in issuing any press releases with respect to the transactions contemplated hereby. Notwithstanding the foregoing,
the Company shall not publicly disclose the name of any Subscriber, or include the name of any Subscriber in any filing with the
SEC or any regulatory agency or trading market, without the prior written consent of such Subscriber, except: (a) as required
by federal securities law in connection with the filing of any Offering Materials (including signature pages thereto) with the
SEC and (b) to the extent such disclosure is otherwise required by law, in which case the Company shall, if permitted by applicable
law, provide the Subscriber with prior notice of such disclosure permitted under this clause (b).


 


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


 


5.6
Equal Treatment of Subscribers. No consideration (including any modification of any Offering Materials) shall be offered
or paid to any person to amend or consent to a waiver or modification of any provision of any of the Offering Materials unless
the same consideration is also offered to all of the investors in the Offering, including the Subscriber.


 


5.7
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the
Offering Materials, the Company covenants and agrees that neither it, nor any other person acting on its behalf, will provide
Subscriber or its agents or counsel with any information that the Company believes constitutes material non-public information,
unless prior thereto Subscriber shall have executed a written agreement regarding the confidentiality and use of such information.
The Company understands and confirms that Subscriber shall be relying on the foregoing covenant in effecting transactions in securities
of the Company.


 




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5.8
Indemnification of Subscribers. Subject to the provisions of this Section 5.9, the Company will indemnify and hold each
Subscriber and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally
equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Subscriber (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors,
officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a
Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Subscriber
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 and documented attorneys’ fees and costs
of investigation that any such Subscriber 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 Offering Materials
or (b) any action instituted against the Subscriber 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 Subscriber Party, with respect to any of the transactions contemplated
by the Offering Materials (unless such action is based upon a breach of such Subscriber Party’s representations, warranties
or covenants under the Offering Materials or any agreements or understandings such Subscriber Party may have with any such stockholder
or any violations by such Subscriber Party of state or federal securities laws or any conduct by such Subscriber Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Subscriber Party in respect
of which indemnity may be sought pursuant to this Agreement, such Subscriber Party shall promptly, and in no event later than
ten (10) days after such Subscriber’s receipt of notice of such action, notify the Company in writing, and the Company shall
have the right to participate in or assume the defense thereof with counsel of its own choosing reasonably acceptable to the Subscriber
Party. Any Subscriber 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 Subscriber Party except to the extent that
(i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable
period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel,
a material conflict on any material issue between the position of the Company and the position of such Subscriber Party, in which
case the Company shall be responsible for the reasonable and documented fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Subscriber Party under this Agreement (y) for any settlement by a Subscriber Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent,
but only to the extent that a loss, claim, damage or liability is attributable to any Subscriber Party’s breach of any of
the representations, warranties, covenants or agreements made by such Subscriber Party in this Agreement or in the other Offering
Materials. The indemnification required by this Section 5.9 with respect to expenses 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 Subscriber Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 




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5.9
Use of Proceeds. The Company shall use the net proceeds from the Offering for the purposes set forth in the Offering Materials.


 


VI.
MISCELLANEOUS


 


6.1
Any notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified
mail, return receipt requested, delivered by hand against written receipt therefor, or sent in portable document format (“pdf)
via electronic mail, addressed as follows:


 


if
to the Company, to it at:


 


Adhera
Therapeutics, Inc.


4721
Emperor Boulevard, Suite 350


Durham,
North Carolina 27703


Attn:
Nancy R. Phelan


Chief
Executive Officer


Email:
nphelan@adherathera.com


 


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


 


Pryor
Cashman LLP


7
Times Square


New
York, New York 10036


Attn:
Lawrence Remmel, Esq.


Email:
lremmel@pryorcashman.com


 


if
to the Subscriber, to the Subscriber’s address indicated on the signature page of this Agreement.


 


if
to the Escrow Agent, to it at:


 


Corporate
Stock Transfer


3200
Cherry Creek Drive, South


Suite
430


Denver,
CO 80209


Attn:
Carylyn Bell, President


Email:
cbell@corporatestock.com


 


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


 


Collegiate
Peaks Bank


885
S. Colorado Blvd


Denver,
CO 80246


Attn:
Hope Spencer


Email:
hope.spencergcollegiatepeaksbank.com


 




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6.2
Notices shall be deemed to have been given or delivered (i) on the third (3rd) business day following the date of postmark in
the case of delivery by registered or certified mail, (ii) on the date of delivery in the case of delivery by hand or (iii) on
the date of delivery if delivered by electronic mail; provided that if such e-mail is received after 4:00 p.m. Eastern Time on
a business day or at any time on a non-business day, such notice shall be deemed delivered on the following business day. Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the Company
and the Subscriber, and this Agreement may not be discharged except by performance in accordance with its terms or by a writing
signed by the Company and the Subscriber. 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.


 


6.3
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 Subscriber (other
than in connection with a change of control or by operation of law). Any Subscriber may assign any or all of its rights under
this Agreement to any Person to whom such Subscriber assigns or transfers any Notes, provided that such transferee agrees in writing
to be bound, with respect to the transferred Notes, by the provisions of the Offering Materials that apply to the “Subscribers.”


 


6.4
The Offering Materials, together with the exhibits hereto and thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.
The Placement Agent shall be deemed a third party beneficiary of the representations and warranties and covenants made by the
Company and the Subscriber in this Agreement.


 


6.5
Upon the execution and delivery of this Agreement by the Subscriber and the Company, this Agreement shall become a binding obligation
of the Subscriber with respect to the purchase of Notes as provided herein; provided, however, that, for the avoidance of doubt,
the Company hereby reserves the right to (i) enter into subscription agreements with other prospective investors in the Offering
and (ii) reject any subscription, in whole or in part, including, as applicable, that of the Subscriber, provided the Company
returns to such prospective investor any funds paid by such prospective investor(s), with respect to such rejected subscription
or portion thereof, without interest or deduction.


 




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6.6
Any action, arbitration, claim, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative,
whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before any federal, state,
local or foreign government or any court of competent jurisdiction, administrative or regulatory body, agency, bureau, or commission
in any domestic or foreign jurisdiction, any appropriate division of any of the foregoing or any arbitrator, or other legal action
(each, a “Proceeding”) relating to this Agreement or the transactions contemplated hereby 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 Proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement and any other Offering Materials (whether brought against a party hereto or its
affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the Southern District of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in the Southern District of New York for the adjudication of any Proceeding related to this Agreement,
the other Offering Materials or the transactions contemplated hereby or thereby, and hereby irrevocably waives, and agrees not
to assert in any Proceeding that it is not personally subject to the jurisdiction of any such court, that Proceeding is improper
or is an inconvenient venue for such Proceeding.


 


6.7
In order to discourage frivolous Proceedings the parties agree that unless a claimant in any Proceeding arising out of this Agreement
succeeds in establishing a claim and recovering a judgment against another party (regardless of whether such claimant succeeds
against one of the other parties to the Proceeding), then the non-claimant party shall be entitled to recover from such claimant
all of such other party’s reasonable legal costs and expenses relating to such Proceeding and/or incurred in preparation
therefor.


 


6.8
If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid
by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances
other than those to which it is held invalid by such court, shall not be affected thereby.


 


6.9
Subject to applicable statute of limitations, the representations and warranties contained herein shall survive the Closing and
the delivery of the Notes.


 


6.10
The Company and the Subscriber agree to execute and deliver all such further documents, agreements and instruments and take such
other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement.


 


6.11
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts
together shall constitute one and the same instrument. Delivery of executed signature pages hereof by facsimile transmission or
pdf shall constitute effective and binding execution and delivery of this Agreement.


 


6.12
Nothing in this Agreement shall create or be deemed to create any rights or remedies in any person or entity that is not a party
to this Agreement.


 


6.13
The Company and the Subscriber agree that in the event of any breach or threatened breach by the other party of any covenant,
obligation or other provision set forth in this Agreement, the non-breaching or non-threatening party, as applicable, shall be
entitled (in addition to any other remedy that may be available to it) to seek (a) a decree or order of specific performance or
mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (b) an injunction restraining
such breach or threatened breach.


 


6.14
If the Company effects a split or combination of its outstanding shares of Common Stock prior to any Closing hereunder, all share
and per share information contained in this Agreement or any schedule or exhibit attached hereto shall be appropriately adjusted
to give effect to such split or combination.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 




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	ADHERA THERAPEUTICS, INC.	 	 	 	 
	 	 	 	 	 
	AGGREGATE PRINCIPAL AMOUNT OF NOTES BEING SUBSCRIBED FOR / TOTAL PURCHASE PRICE:	 	$	 

                                                                                 
	 






 


	 	 	 
	Signature	 	Signature
    (if purchasing jointly)
	 	 	 
	 	 	 
	Name
    Typed or Printed	 	Name
    Typed or Printed
	 	 	 
	 	 	 
	Title
    (if Subscriber is an Entity)	 	Title
    (if Subscriber is an Entity)
	 	 	 
	 	 	 
	Address	 	Address
	 	 	 
	 	 	 
	City,
    State and Zip Code	 	City,
    State and Zip Code
		 	 
	 	 	 
	Telephone-Business	 	Telephone-Business
	 	 	 
	 	 	 
	Telephone-Residence	 	Telephone-Residence
	 	 	 
	 	 	 
	Tax
    ID # or Social Security #	 	Tax
    ID # or Social Security #
	 	 	 
	 	 	 
	E-Mail
    Address	 	E-Mail
    Address


 


Name
in which Notes should be issued:                                                                     


 


Dated:
                      ,
2019


 




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This
Subscription Agreement is agreed to and accepted as of __________, 2019.


 


	ADHERA
    THERAPEUTICS, INC.	 
	 	 
	By:	 	 
	Name:	Nancy
    R. Phelan	 
	Title	Chief
    Executive Officer	 


 




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EXHIBIT
A


 


PURCHASER
QUESTIONNAIRE


 




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