Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as of August 7, 2019, by and among Stereotaxis, Inc., a Delaware
corporation, with headquarters located at 4320 Forest Park Avenue, Suite 100, St. Louis, MO 63108 (the “Company”),
and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


WHEREAS:


 


A.
The Company and the Buyers are executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange
Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”);


 


B.
The Buyers, severally, and not jointly, wish to purchase from the Company, and the Company wishes to sell to the Buyers, upon
the terms and conditions stated in this Agreement, (i) that aggregate number of shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”) and (ii) that aggregate number of shares of the Company’s
Series B Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”), having the
relative rights, preferences, limitations and powers set forth in the certificate of designation for the Series B Preferred Stock
in the form attached hereto as Exhibit A (the “Certificate of Designation”) and convertible into shares
of Common Stock (the “Conversion Shares”), in the case of clause (i) and (ii), set forth below such Buyer’s
name on the signature page of this Agreement (which aggregate amount for all Buyers together shall be 6,585,000 shares of Common
Stock (the “Shares”) and 5,610,121 shares of Preferred Stock (the “Preferred Shares” and
together with the Shares and the Conversion Shares, the “Securities”);


 


C.
The Company has engaged Cowen and Company, LLC to act as placement agent (the “Placement Agent”) for the offering
of the Shares on a “best efforts” basis; and


 


D.
Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement, substantially in the form attached as Exhibit B (as the same may be amended, restated, modified or supplemented
and in effect from time to time, the “Registration Rights Agreement”), pursuant to which the Company has agreed
to provide certain registration rights in respect of the Shares and the Conversion Shares
under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


NOW
THEREFORE, the Company and the Buyers hereby agree as follows:


 


1.
PURCHASE AND SALE OF SHARES.


 


a.
Purchase of the Shares and the Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth in
Sections 5 and 6 below, on the Closing Date (as defined in Section 1.b), the Company shall issue and sell
to each Buyer, and each Buyer severally agrees to purchase from the Company, the number of Shares and Preferred Shares set forth
below such Buyer’s name on its signature page hereto (the “Closing”). The purchase price (the “Purchase
Price”) of the Shares and the Preferred Shares at the Closing shall be equal to $2.05 per Share, in the case of the
Shares, and $2.05 per Preferred Share, in the case of the Preferred Shares.


 


b.
The Closing Date. The Closing shall take place at a time mutually agreed by the Company and the Buyers on such date that
the conditions to the Closing set forth in in Sections 5 and 6 are satisfied (or waived) or such other date mutually
agreed by the Company and the Buyers (the “Closing Date”). The Closing shall occur on the Closing Date at the
offices of Bryan Cave Leighton Paisner LLP, One Metropolitan Square, 211 North Broadway, Suite 3600, St. Louis, MO 63102 or at
such other place or remotely by facsimile transmission or other electronic means as the Company and the Buyers may agree. For
purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which
commercial banks in the City of New York are authorized or required by law to remain closed.


 




    	 	 	 



    	 



    

 


c.
Form of Payment; Delivery of Shares and Preferred Shares. On the Closing Date, (i) each Buyer shall pay the applicable
Purchase Price to the Company for the Shares or Preferred Shares to be issued and sold to such Buyer on the Closing Date, by wire
transfer of immediately available funds in accordance with the Company’s written wire instructions, and (ii) the Company
shall deliver to (A) each Buyer of Shares, a copy of the duly executed irrevocable instructions (the “Transfer Instructions”)
to Broadridge Financial Solutions, Inc. (the “Transfer Agent”) instructing the Transfer Agent to issue to such
Buyer or its designee(s), in book-entry form, a number of Shares equal to the aggregate number of Shares that such Buyer is purchasing
on the Closing Date and (B) to each Buyer of Preferred Shares, a certificate for a number of Preferred Shares equal to the aggregate
number of Preferred Shares that such Buyer is purchasing on the Closing Date.


 


2.
BUYER’S REPRESENTATIONS AND WARRANTIES.


 


Each
Buyer represents and warrants, severally and not jointly, as of the date of this Agreement and the Closing Date, with respect
to only itself, to the Company and the Placement Agent that:


 


a.
Investment Purpose. Such Buyer is acquiring the Securities hereunder for its own account and not with a view towards, or
for resale in connection with, the public sale or distribution, except pursuant to sales registered under, or exempted from, the
registration requirements of the 1933 Act; provided, however, that by making the representations herein, such Buyer
does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to assign, transfer
or otherwise dispose of any of the Securities at any time in accordance with or pursuant to a registration statement or an exemption
under the 1933 Act.


 


b.
Accredited Investor Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of
Regulation D.


 


c.
Reliance on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific
exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying
in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions.


 


d.
Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances
and operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such
Buyer. Such Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries
nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify,
amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer has received no representation or warranties from the Company, its employees, agents, or attorneys in making
this investment decision other than as set forth in Section 3 below. Such Buyer can bear the economic risk of a total loss
of its investment in the Securities being offered and has such knowledge and experience in business and financial matters so as
to enable it to understand the risks of and form an investment decision with respect to its investment in the Securities.


 


e.
General Solicitation. Such Buyer is not purchasing the Securities as a result of any advertisement, article, notice or
other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general advertisement.


 


f.
Independent Investment Decision. Such Buyer has independently evaluated the merits of its decision to purchase Shares pursuant
to the Transaction Documents (as defined in Section 3.b), and such Buyer confirms that it has not relied on the advice
of any other Buyer’s business and/or legal counsel in making such decision. Such Buyer understands that nothing in this
Agreement or any other materials presented by or on behalf of the Company to the Buyer in connection with the purchase of the
Securities constitutes legal, tax or investment advice. Such Buyer has consulted such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. Such Buyer understands
that the Placement Agent has acted solely as the agent of the Company in this placement of the Securities and such Buyer has not
relied on the business or legal advice of the Placement Agent or any of its agents, counsel or Affiliates in making its investment
decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Buyer in connection
with the transactions contemplated by the Transaction Documents.


 




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g.
No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or
governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of
the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


h.
Transfer or Resale. Such Buyer understands that, except as provided in the Registration Rights Agreement, (i) the Securities
have not been and are not being registered under the 1933 Act or any state securities laws, and (ii) neither the Company nor any
other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with
the terms and conditions of any exemption thereunder. In connection with any transfer of the Securities other than (A) pursuant
to an effective registration statement, (B) to the Company or (C) pursuant to Rule 144 promulgated under the 1933 Act (or a successor
rule thereto) (“Rule 144”) (provided that such Buyer provides the Company with reasonable assurance
that such Securities have been or can be sold, assigned or transferred pursuant to Rule 144), the Company may require such Buyer
to provide to the Company an opinion of counsel in a generally acceptable form, to the effect that such Securities to be sold,
assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration. Notwithstanding
the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement
secured by the Securities. As used in this Agreement, “Person” means an individual, a limited liability company,
a partnership, a joint venture, a corporation, a trust, an unincorporated organization or a government or any department or agency
thereof or any other legal entity.


 


i.
Legends. Such Buyer understands that the certificates or other instruments representing the Shares, the Preferred Shares
and the Conversion Shares, except as set forth below, shall bear a restrictive legend in substantially the following form (the
“1933 Act Legend”):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES 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. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT
OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


Such
Buyer further understands that the legends referenced above shall be removed, and the Company shall issue (with respect to the
Preferred Shares), or shall provide instructions to the Transfer Agent to issue (with respect to the Shares or the Conversion
Shares), a certificate or book-entry statement without such legend to the holder of the applicable Securities upon which it is
stamped or issue to such holder by electronic delivery at the applicable balance account at the Depository Trust Company (“DTC”),
only if (i) such Securities are registered for resale under the 1933 Act (provided that, if a Buyer is selling pursuant to the
registration statement, such Buyer agrees to only sell such Securities during such time that the registration statement is effective
and not withdrawn or suspended, and only as permitted by the registration statement), (ii) such Securities are sold or transferred
pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Securities are eligible for sale under
Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule
144 as to such securities and without volume or manner-of-sale restrictions. Certificates (or book-entry notations) for Securities
subject to legend removal hereunder may be transmitted by the Transfer Agent to a Buyer by crediting the DTC account of the Buyer’s
broker or other DTC participant as directed by such Buyer.


 




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j.
Authorization; Enforcement; Validity. To the extent a Buyer is a corporation, partnership, limited liability company or
other entity, such Buyer is a validly existing corporation, partnership, limited liability company or other entity and has the
requisite corporate, partnership, limited liability or other organizational power and authority to enter into the transactions
contemplated by the Transaction Documents. To the extent a Buyer is an individual, such Buyer has the legal capacity to enter
into the transactions contemplated by the Transaction Documents. This Agreement and the Registration Rights Agreement have been
duly and validly authorized (as applicable), executed and delivered on behalf of such Buyer and are legal, valid and binding agreements
of such Buyer, enforceable against such Buyer in accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and general principles of equity.
The agreements entered into and documents executed by such Buyer in connection with the transactions contemplated by the Transaction
Documents as of the Closing will have been duly and validly authorized (as applicable), executed and delivered on behalf of such
Buyer as of the Closing, and will be legal, valid and binding agreements of such Buyer enforceable against such Buyer in accordance
with their respective terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting
creditors’ rights generally and general principles of equity.


 


k.
No Conflicts. The execution, delivery and performance by such Buyer of the Transaction Documents to which it is a party
and the consummation by such Buyer of the transactions contemplated thereby will not (i) in the case of a Buyer that is a corporation,
partnership, limited liability company or other entity, result in a violation of the organizational documents of such Buyer as
in effect on the date hereof, or (ii) result in a violation of any law, rule, regulation, order, judgment or decree (including
federal and state securities laws) applicable to such Buyer, except for such conflicts, defaults, rights or violations which would
not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to
perform its obligations hereunder.


 


l.
Residency. Such Buyer’s residence (if an individual) or offices in which its investment decision with respect to
the Securities was made (if an entity) are located at the address immediately below Buyer’s name on its signature page.


 


3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.


 


The
Company represents and warrants, as of the date of this Agreement and the Closing Date to each of the Buyers and to the Placement
Agent that:


 


a.
Organization and Qualification. Other than as set forth in the SEC Documents (as defined below), the Company does not directly
or indirectly own any security or beneficial ownership interest, in any other Person (including through joint venture or partnership
agreements) or have any interest in any other Person. Each of the Company and the Subsidiaries is a corporation, limited liability
company, partnership or other entity and is duly organized or formed and validly existing in good standing under the laws of the
jurisdiction in which it is incorporated or otherwise organized and has the requisite corporate, partnership, limited liability
company or other organizational power and authority to own its properties, and to carry on its business as now being conducted.
Each of the Company and the Subsidiaries is duly qualified to do business and is in good standing in every jurisdiction in which
its ownership of property, or the nature of the business conducted by it makes such qualification necessary, except to the extent
that the failure to be so qualified or be in good standing would not be reasonably expected to have a Material Adverse Effect.
As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business,
properties, assets, operations, results of operations or condition (financial or otherwise) of the Company and the Subsidiaries,
taken as a whole, or on the transactions contemplated by the Transactions Documents, or on the Transactions Documents (including
the legality, validity or enforceability thereof), or on the authority or ability of the Company to perform its obligations under
the Transaction Documents, or (ii) the rights and remedies of any of the Buyers under the Transaction Documents. All of the issued
and outstanding capital stock of each Subsidiary has been duly authorized and validly issued and is fully paid and nonassessable.
Except as disclosed in the SEC Documents, the Company holds all right, title and interest in and to 100% of the capital stock,
equity or similar interests of each of the Subsidiaries, in each case, free and clear of any Liens (as defined below), including
any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of free and clear ownership
by a current holder, and no such Subsidiary owns capital stock or holds an equity or similar interest in any other Person. For
purposes of this Agreement, “Lien” means, with respect to any asset, any mortgage, lien, pledge, hypothecation,
charge, security interest, encumbrance or adverse claim of any kind or any restrictive covenant, condition, restriction or exception
of any kind that has the practical effect of creating a mortgage, lien, pledge, hypothecation, charge, security interest, encumbrance
or adverse claim of any kind; and “Subsidiary” means any entity in which the Company, directly or indirectly,
owns any of the outstanding capital stock, equity or similar interests or voting power of such entity at the time of this Agreement
or at any time hereafter, whether directly or through any other Subsidiary.


 




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b.
Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform
its obligations under each of this Agreement, the Registration Rights Agreement, the Certificate of Designation, the Irrevocable
Transfer Agent Instructions (as defined below) and each of the other agreements to which it is a party or by which it is bound
and which is entered into by the parties hereto in connection with the transactions contemplated hereby and thereby (collectively,
the “Transaction Documents”), and to issue (and reserve for issuance, in the case of the Conversion Shares)
and deliver the Securities in accordance with the terms hereof and of the other Transaction Documents. The execution and delivery
of the Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby,
including the issuance of the Securities, have been duly authorized by the Board of Directors of the Company (the “Company
Board”) and no further consent or authorization is required by the Company, its stockholders or the Company Board. This
Agreement and the other Transaction Documents dated of even date herewith have been duly executed and delivered by the Company,
and constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights
generally and general principles of equity. As of the Closing, the Transaction Documents dated after the date of this Agreement
and on or prior to the date of the Closing shall have been duly executed and delivered by the Company and shall constitute the
legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as
may be limited by bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors’ rights generally and
general principles of equity. Prior to the Closing Date, the Certificate of Designations will have been filed with the Secretary
of State of the State of Delaware and will be in full force and effect, enforceable against the Company in accordance with its
terms.


 


c.
Capitalization. The authorized capital stock of the Company consists of (i) 300,000,000 shares of Common Stock, of which,
as of July 31, 2019, 59,421,791 shares are issued and outstanding, 6,275,995 shares are reserved for issuance pursuant to the
Company’s stock option, restricted stock and stock purchase plans, including 2,921,701 shares issuable pursuant to outstanding
awards under such plans, and 48,864,522 shares are issuable and reserved for issuance pursuant to securities issued or to be issued
(other than the Securities, and other than pursuant to the Company’s stock option, restricted stock and stock purchase plans)
exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 10,000,000 shares of preferred stock, $0.001
par value, of which 24,000 shares are designated as Series A Convertible Preferred Stock, of which, as of July 31, 2019, 23,855
shares are issued and outstanding. In connection with the entry into this Agreement, the Company has designated 5,610,121 shares
of its authorized preferred stock as Series B Preferred Stock to be issued and sold pursuant to this Agreement and the transactions
contemplated hereby. All of such outstanding or issuable shares of the Company have been, or upon issuance will be, validly issued
and are, or upon issuance will be, fully paid and nonassessable. Except as disclosed in Schedule 3.c, and/or waived prior
to the date hereof, (A) no shares of the capital stock of the Company are subject to preemptive rights or any other similar rights
or any Liens suffered or permitted by the Company; (B) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable or
exercisable for, any shares of capital stock of the Company or any of the Subsidiaries, or contracts, commitments, understandings
or arrangements by which the Company or any of the Subsidiaries is or may become bound to issue additional shares of capital stock
of the Company or any of the Subsidiaries, or options, warrants or scrip for rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into or exercisable or exchangeable for, any shares of capital
stock of the Company or any of the Subsidiaries; (C) except as disclosed in the SEC Documents (as defined in Section 3.f
hereof), there are no agreements or arrangements under which the Company or any of the Subsidiaries is obligated to register the
sale of any of their securities under the 1933 Act (except the Registration Rights Agreement); (D) there are no outstanding securities
or instruments of the Company or any of the Subsidiaries that contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of the Subsidiaries is or may become bound to redeem a
security of the Company and no other stockholder or similar agreement to which the Company or any of the Subsidiaries is a party;
(E) there are no securities or instruments containing anti-dilution or similar provisions that will or may be triggered by the
issuance of the Shares; and (F) the Company does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement.


 




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d.
Issuance of Shares and Preferred Shares. The Shares have been duly and validly authorized
and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free
and clear of all Liens and restrictions, except for restrictions on transfer set forth in the Transaction Documents or imposed
by applicable securities laws. Upon the filing of the Certificate of Designation with the Secretary of State of Delaware, the
Preferred Shares will have been duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be
validly issued, fully paid and nonassessable, and shall be free and clear of all Liens and restrictions, except for restrictions
on transfer set forth in the Transaction Documents or imposed by applicable securities laws. Upon the due conversion of the Preferred
Shares, the Conversion Shares will be validly issued, fully paid and non-assessable free and clear of all Liens and restrictions,
except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. The Company
has reserved a sufficient number of shares of Common Stock for issuance upon the conversion of the Preferred Shares. The
issuance by the Company of the Shares and Preferred Shares is, and upon conversion in accordance with the Certificate of Designation
the issuance of the Conversion Shares will be, in compliance with all applicable federal and state securities laws and exempt
from registration under the 1933 Act and applicable state securities laws.


 


e.
No Conflicts.


 


(i)
The execution and delivery of the Transaction Documents by the Company and, to the extent applicable, the Subsidiaries, the performance
by such parties of their obligations thereunder and the consummation by such parties of the transactions contemplated hereby and
thereby will not (A) result in a violation of the Company’s Amended and Restated Certificate of Incorporation, as amended
and as in effect on the date hereof (the “Certificate of Incorporation”), the Company’s Amended and Restated
Bylaws, as amended and as in effect on the date hereof (the “Bylaws”) or any organizational documents of the
Subsidiaries; (B) conflict with, or constitute a breach or default (or an event which, with the giving of notice or lapse of time
or both, constitutes or would constitute a breach or default) under, or give to others any right of termination, amendment, acceleration
or cancellation of, or other remedy with respect to, any agreement, indenture or instrument to which the Company or any of the
Subsidiaries is a party or by which any property or asset of the Company or any Subsidiary is bound or affected; (C) result in
the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary; or (D) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations) applicable
to the Company or any of the Subsidiaries or by which any property or asset of the Company or any of the Subsidiaries is bound
or affected, except in the case of both (B) and (C) above, as would not reasonably be expected to have a Material Adverse Effect.
The execution, delivery and performance by the Company of the Transaction Documents and the
offer, issuance and sale of the Securities require no action by or in respect of, consent, approval, authorization, or
order of, or filing, license, qualification or registration with, any Person, governmental
body, agency, official or court other than (a) filings that have been made pursuant to applicable state securities laws, (b) post-sale
filings pursuant to applicable state and federal securities laws, (c) filings pursuant to the rules and regulations of any securities
exchange on which the Securities may be listed, (d) filing of the registration statement required to be filed by the Registration
Rights Agreement and (e) the filing of the Certificate of Designation with the Secretary of State of Delaware. All consents,
authorizations, orders, filings and registrations that the Company is or has been required to obtain as described in the preceding
sentences have been obtained or effected on or prior to the date of this Agreement or shall be obtained or effected prior to the
applicable due date thereafter, as provided by applicable law, this Agreement or otherwise. The
Company has taken all action necessary to exempt (i) the issuance and sale of the Shares and Preferred Shares, (ii) the issuance
of the Conversion Shares upon due conversion of the Preferred Shares and (iii) the other transactions contemplated by the Transaction
Documents from the provisions of any stockholder rights plan or other “poison pill” arrangement, any anti-takeover,
business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties
is subject that is or could reasonably be expected to become applicable to the Buyers as a result of the transactions contemplated
by the Transaction Documents, including without limitation, the issuance of the Securities and the ownership, disposition or voting
of the Securities by the Buyers or the exercise of any right granted to the Buyers pursuant to this Agreement or the other Transaction
Documents.


 




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(ii)
Neither the Company nor any of the Subsidiaries has violated any material term of its Certificate of Incorporation, Bylaws or
other organizational documents. Neither the Company nor any of the Subsidiaries has violated any material term of or has been
in default under (or with the giving of notice or lapse of time or both would have been in violation of or default under) any
contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation
applicable to it, which violation or default would or would reasonably be expected to have a Material Adverse Effect. The business
of the Company and/or the Subsidiaries has not been conducted in violation of any law, ordinance or regulation of any governmental
entity, which violation would or would reasonably be expected to have a Material Adverse Effect.


 


f.
SEC Documents; Financial Statements; Sarbanes-Oxley.


 


(i)
Since December 31, 2017, the Company has filed all reports, schedules, forms, statements and other documents required to be filed
by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934 Act, as amended (the “1934
Act”) (all of the foregoing filed prior to the date this representation is made (including all exhibits included therein
and financial statements and schedules thereto and documents incorporated by reference therein) being hereinafter referred to
as the “SEC Documents”). The Company has made available to the Buyers or their respective representatives,
or filed and made publicly available on the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (or successor
thereto) (“EDGAR”) no less than two (2) days prior to the date this representation is made, true and complete
copies of the SEC Documents. Each of the SEC Documents was filed with the SEC within the time frames prescribed by the SEC for
the filing of such SEC Documents such that each filing was timely filed with the SEC. As of their respective dates, the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents. None of the SEC Documents, at the time they were filed with the SEC, 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. Since the filing of the SEC Documents, no event
has occurred that would require an amendment or supplement to any of the SEC Documents and as to which such an amendment has not
been filed and made publicly available on the SEC’s EDGAR system no less than two (2) days prior to the date this representation
is made. The Company has not received any written comments from the SEC staff that have not been resolved to the satisfaction
of the SEC staff.


 


(ii)
As of their respective dates, the consolidated financial statements of the Company and the Subsidiaries included in the SEC Documents
complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of
the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted
accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may exclude footnotes) and fairly present in all material respects the consolidated financial position of the Company and
the Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then
ended (subject, in the case of unaudited statements for periods subsequent to December 31, 2018, to normal year-end audit adjustments
that are described on Schedule 3.f or that are not material individually or in the aggregate). None of the Company, the
Subsidiaries and their respective officers, directors and Affiliates or, to the Company’s Knowledge, any stockholder of
the Company has made any filing with the SEC (other than the SEC Documents), issued any press release or made, distributed, paid
for or approved (or engaged any other Person to make or distribute) any other public statement, report, advertisement or communication
on behalf of the Company or any of the Subsidiaries or otherwise relating to the Company or any of the Subsidiaries that contains
any untrue statement of a material fact or omits any statement of material fact necessary in order to make the statements therein,
in the light of the circumstances under which they are or were made, not misleading or has provided any other information to the
Buyers, including information referred to in Section 2.d, that contains any untrue statement of a material fact or, with
respect to written information, omits to state any material fact necessary in order to make the statements therein, in the light
of the circumstances under which they are or were made, not misleading. The Company is not required to file and will not be required
to file any agreement, note, lease, mortgage, deed or other instrument entered into prior to the date this representation is made
and to which the Company or any of the Subsidiaries is a party or by which the Company or any of the Subsidiaries is bound that
has not been previously filed as an exhibit (including by way of incorporation by reference) to the Company’s reports filed
or made with the SEC under the 1934 Act. To the Company’s Knowledge, the accounting firm that expressed its opinion with
respect to the consolidated financial statements included in the Company’s most recently filed annual report on Form 10-K,
and reviewed the consolidated financial statements included in the Company’s most recently filed quarterly report on Form
10-Q, was independent of the Company pursuant to the standards set forth in Rule 2-01 of Regulation S-X promulgated by the SEC
and as required by the applicable rules and guidance from the Public Company Accounting Oversight Board (United States), and such
firm was otherwise qualified to render such opinion under applicable law and the rules and regulations of the SEC. There is no
transaction, arrangement or other relationship between the Company and an unconsolidated or other off-balance-sheet entity that
is required to be disclosed by the Company in its reports pursuant to the 1934 Act that has not been so disclosed in the SEC Documents.


 




    	 	7	 



    	 



    

 


(iii)
The Company is in all material respects in compliance with applicable provisions of the Sarbanes-Oxley Act of 2002, as amended,
and the rules and regulations thereunder (collectively, “Sarbanes-Oxley”).


 


(iv)
Since December 31, 2017, except as set forth on Schedule 3.f, neither the Company nor any of the Subsidiaries nor, to the
Company’s Knowledge, any director, officer or employee, of the Company or any of the Subsidiaries, has received or otherwise
obtained any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing
practices, procedures, methodologies or methods of the Company or any of the Subsidiaries or its internal accounting controls,
including any complaint, allegation, assertion or claim that the Company or any of the Subsidiaries has engaged in questionable
accounting or auditing practices. No attorney representing the Company or any of the Subsidiaries, whether or not employed by
the Company or any of the Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary
duty or similar violation by the Company or any of the Subsidiaries or any of their respective officers, directors, employees
or agents to the Company Board or any committee thereof or to any director or officer of the Company pursuant to Section 307 of
Sarbanes-Oxley, and the SEC’s rules and regulations promulgated thereunder. Since December 31, 2017, there have been no
internal or SEC investigations regarding accounting or revenue recognition discussed with, reviewed by or initiated at the direction
of the chief executive officer, principal financial officer, the Company Board or any committee thereof. The Company is not, and
never has been, a “shell company” (as defined in Rule 12b-2 under the 1934 Act).


 


(v)
As used in this Agreement, the “Company’s Knowledge” and similar language means, unless otherwise specified,
the actual knowledge of any “officer” (as such term is defined in Rule 16a-1 under the 1934 Act) of the Company, including
David L. Fischel and Martin C. Stammer, and the knowledge any such Person would be expected to have after reasonable due diligence
inquiry.


 


g.
Internal Accounting Controls; Disclosure Controls and Procedures. The Company maintains a system of internal accounting
controls that comply with applicable securities laws and have been designed by, or under the supervision of, the Company’s
principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited
to, 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 and liability accountability, (iii) access to assets or incurrence of
liability is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability
for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action
is taken with respect to any differences and the interactive data in eXtensible Business Reporting Language incorporated by reference
in the SEC Filings is accurate (“Internal Controls”). The Internal Controls are overseen by the Audit Committee
of the Company Board. The Company has timely filed and made publicly available on the SEC’s EDGAR system no less than two
(2) days prior to the date this representation is made, and all certifications and statements required by (A) Rule 13a-14 or Rule
15d-14 under the 1934 Act and (B) Section 906 of Sarbanes Oxley with respect to any SEC Documents. The Company has not publicly
disclosed or reported to the Audit Committee or the Company Board, and within the next 90 days the Company does not reasonably
expect to publicly disclose or report to the Audit Committee or the Company Board, a significant deficiency, material weakness,
adverse change in Internal Controls or fraud involving management or other employees who have a significant role in Internal Controls,
any violation of, or failure to comply with, applicable securities laws, or any matter which, if determined adversely, would have
a Material Adverse Effect. The Company maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under
the 1934 Act; such controls and procedures are effective to ensure that the information required to be disclosed by the Company
in the reports that it files with or submits to the SEC (X) is recorded, processed, summarized and reported accurately within
the time periods specified in the SEC’s rules and forms and (Y) is accumulated and communicated to the Company’s management,
including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding
required disclosure. The Company maintains internal control over financial reporting required by Rule 13a-15 or Rule 15d-15 under
the 1934 Act; such internal control over financial reporting is effective and does not contain any material weaknesses.


 




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h.
Absence of Certain Changes. Except as disclosed in any SEC Documents that were filed with the SEC at least two (2) days
prior to the date of this Agreement, since December 31, 2018, (i) there have been no events, occurrences or developments that
have or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) there has
been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock and the Company
has not purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock (other than in connection
with repurchases of unvested stock issued to employees of the Company); (iii) there has been no material adverse change in the
capital stock, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Company and its Subsidiaries;
(iv) neither the Company nor any of its Subsidiaries has entered into any transaction or agreement (whether or not in the ordinary
course of business) that is material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation,
direct or contingent, that is material to the Company and its Subsidiaries taken as a whole; and (v) neither the Company nor any
of its Subsidiaries has sustained any loss or interference with its business that is material to the Company and its Subsidiaries
taken as a whole. The Company has not taken any steps, and the Company has no current plans to take any steps, to seek protection
pursuant to any bankruptcy law nor, to the Company’s Knowledge, do any creditors of the Company intend to initiate involuntary
bankruptcy proceedings nor, to the Company’s Knowledge, is there any fact that would reasonably lead a creditor to do so.
The Company has not, since the date of the latest financial statements included within its SEC Documents, materially altered its
method of accounting or the manner in which it keeps its books and records.


 


i.
Absence of Litigation. Except as set forth on Schedule 3.i, (i) there is no current action, suit or proceeding,
or, to the Company’s Knowledge, any inquiry or investigation before or by any court, public board or other Governmental
Authority pending or, to the Company’s Knowledge, threatened against or affecting the Company, the Common Stock or any of
the Subsidiaries, any Employee Benefit Plan (as defined below), any of the Company’s or the Subsidiaries’ officers
or directors in their capacities as such, or any of the Company’s or the Subsidiaries’ properties or assets and (ii)
to the Company’s Knowledge, none of the directors or officers of the Company has been involved (as a plaintiff, defendant,
witness or otherwise) in securities-related litigation during the past five years. During the past five (5) years, the SEC has
not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under
the 1934 Act or the 1933 Act. None of the matters described in Schedule 3.i has had or, if determined adversely to the
Company or any Subsidiary, would reasonably expected to have a Material Adverse Effect.


 


j.
Acknowledgment Regarding Buyer’s Purchase of the Shares and Preferred Shares. The Company acknowledges and agrees
that each of the Buyers is acting solely in the capacity of an arm’s length purchaser with respect to the Company in connection
with the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that each
Buyer is not 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 hereby and thereby, and any advice given by any of the Buyers or any of their respective
representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is
merely incidental to such Buyer’s purchase of the Shares and Preferred Shares. The Company further represents to each Buyer
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation
by the Company and its representatives.


 




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k.
No Material Adverse Effect; No Undisclosed Liabilities. Since December 31, 2018, there has been no Material Adverse Effect
and no circumstances exist that the Company reasonably expects could be, cause or have a Material Adverse Effect. Other than (i)
the liabilities assumed or created pursuant to this Agreement and the other Transaction Documents, (ii) liabilities accrued for
in the latest balance sheet included in the Company’s most recent periodic report (on Form 10-Q or Form 10-K) filed at least
two (2) days prior to the date this representation is made (the date of such balance sheet, the “Latest Balance Sheet
Date”) and (iii) liabilities incurred in the ordinary course of business consistent with past practices since the Latest
Balance Sheet Date, the Company and the Subsidiaries do not have any other liabilities (whether fixed or unfixed, known or unknown,
absolute or contingent, asserted or unasserted, choate or inchoate, liquidated or unliquidated, or secured or unsecured, and regardless
of when any action, claim, suit or proceeding with respect thereto is instituted).


 


l.
General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has
engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D under the
1933 Act) in connection with the offer or sale of the Securities.


 


m.
No Integrated Offering. 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 require registration of any of the Securities under the 1933 Act or cause this offering of the Securities to be integrated
with prior offerings by the Company for purposes of the 1933 Act or any applicable stockholder approval provisions of any authority.


 


n.
Employee Relations. Neither the Company nor any of the Subsidiaries is involved in any labor union dispute nor, to the
Company’s Knowledge, is any such dispute threatened. Except as set forth on Schedule 3.n, none of the employees of
the Company and the Subsidiaries is a member of a union that relates to such employee’s relationship with the Company or
any of the Subsidiaries, neither the Company nor any of the Subsidiaries is a party to a collective bargaining agreement, and
the Company and the Subsidiaries believe that their relations with their respective employees are good. No “executive officer”
(as defined in Rule 3b-7 under the 1934 Act), nor any other Person whose termination would be required to be disclosed pursuant
to Item 5.02 of Form 8-K, has notified the Company that such Person intends to leave the Company or otherwise terminate such Person’s
employment with the Company. No such executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation
of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition
agreement, or any other contract or agreement or any restrictive covenant, and the continued employment of each such executive
officer does not subject the Company to any liability with respect to any of the foregoing matters. No such executive officer,
to the Company’s Knowledge, has been accused or discrimination, harassment, assault or abuse. The Company and the Subsidiaries
are in compliance with all federal, state, local and foreign laws and regulations relating to employment and employment practices
(including, but not limited to Title VII of the Civil Rights Act of 1964, as amended and the Fair Labor Standards Act of 1938,
as amended), terms and conditions of employment and wages and hours, except where the failure to be in compliance would not and
would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect.


 




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o.
Employee Benefits. No “prohibited transaction” as defined under Section 406 of ERISA (as defined below) or
Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), that is not exempt under ERISA
Section 408 or Section 4975 of the Code, under any applicable regulations and published interpretations thereunder or under any
applicable prohibited transaction, individual or class exemption issued by the Department of Labor, has occurred with respect
to any Employee Benefit Plan (as defined below), (ii) at no time within the last seven (7) years has the Company or any ERISA
Affiliate (as defined below) maintained, sponsored, participated in, contributed to or has or had any liability or obligation
in respect of any Employee Benefit Plan subject to Section 302 of ERISA, Title IV of ERISA, or Section 412 of the Code or any
“multiemployer plan” as defined in Section 3(37) of ERISA or any multiple employer plan for which the Company or any
ERISA Affiliate has incurred or could incur liability under Section 4063 or 4064 of ERISA, (iii) no Employee Benefit Plan represents
any current or future liability for retiree health, life insurance, or other retiree welfare benefits except as may be required
by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or similar state law, (iv) each Employee Benefit Plan
is and has been operated in compliance with its terms and all applicable laws, including but not limited to ERISA and the Code,
except for such failures to comply that would not have a Material Adverse Effect, (v) no event has occurred (including a “reportable
event” as such term is defined in Section 4043 of ERISA) and no condition exists that would subject the Company or any ERISA
Affiliate to any tax, fine, lien, penalty or liability imposed by ERISA, the Code or other applicable law, except for any such
tax, fine, lien, penalty or liability that would not, individually or in the aggregate, have a Material Adverse Effect, (vi) the
Company does not maintain any Foreign Benefit Plan, (vii) the Company does not have any obligations under any collective bargaining
agreement, (viii) no Employee Benefit Plan is subject to termination or modification, as a result of the transactions contemplated
hereby or by the other Transaction Documents; (ix) no benefit will be distributed and no liability will be incurred, including
any complete or partial withdrawal from or with respect to any “multiemployer plan” or other Employee Benefit Plan
subject to Title IV of ERISA, as a result of the transactions contemplated hereby or by the other Transaction Documents; (x) no
benefit or vesting under any Employee Benefit Plan will accelerate or increase as a result of the transactions contemplated hereby
or by the other Transaction Documents; and (ix) all individuals working for the Company or any ERISA Affiliate are properly classified
as employees or independent contractors. As used in this Agreement, “Employee Benefit Plan” means any “employee
benefit plan” within the meaning of Section 3(3) of ERISA, and all stock purchase, stock option, stock-based severance,
employment, change-in-control, medical, disability, fringe benefit, bonus, incentive, deferred compensation, employee loan and
all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, under
which (A) any current or former employee, director or independent contractor of the Company or any of the Subsidiaries has any
present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of the Subsidiaries
or (B) the Company or any of the Subsidiaries has had or has any present or future obligation or liability on behalf of any such
employee, director or independent contractor; “ERISA” means the Employee Retirement Income Security Act of
1974, as amended; “ERISA Affiliate” means any member of the Company’s controlled group as defined in
Code Section 414 (b), (c), (m) or (o); and “Foreign Benefit Plan” means any Employee Benefit Plan mandated
by a government other than the United States of America is subject to the laws or a jurisdiction outside of the United States.


 


p.
Intellectual Property Rights.


 


(i)
The Company and its Subsidiaries own or possess adequate rights or licenses to use all Intellectual Property necessary to conduct
their respective businesses as now conducted and as presently proposed to be conducted. Except as set forth on Schedule 3.p,
none of the Company’s or its Subsidiaries’ Intellectual Property has expired, terminated or been abandoned, or are
expected to expire, terminate or be abandoned, within three years from the date of this Agreement, in either case that are necessary
or material to the conduct of the Company’s business as now conducted and as presently proposed to be conducted. The Company
has no knowledge of any infringement by the Company or any of its Subsidiaries of Intellectual Property of others (including as
a result of the manufacture, use, provision, sale, or other exploitation of any products or services of the Company or any of
its Subsidiaries). There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of
its Subsidiaries, being threatened, against the Company or any of its Subsidiaries with respect to or relating to their Intellectual
Property. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or
claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the
secrecy, confidentiality and value of all of their Intellectual Property and of all trade secrets and other confidential information
of any third party in the possession of the Company or its Subsidiaries. There are no current exclusive rights or licenses granted
to any third party with respect to the Intellectual Property of the Company or its Subsidiaries. The Company and its Subsidiaries
have not disclosed (and are not under any obligation to disclose) any source code to any proprietary software owned by the Company
or its Subsidiaries to any third party except for APIs or integration software that was developed with third parties and intended
to be used collaboratively.


 




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(ii)
The software, hardware, networks, communications devices and facilities, and other technology and related services used by the
Company and/or any of the Subsidiaries (collectively, the “Systems”) are reasonably sufficient for the operation
of their respective businesses as currently conducted and for the reasonably anticipated needs of such businesses. The Company
and the Subsidiaries have arranged for disaster recovery and back-up services sufficient to comply with any and all applicable
Laws and adequate to meet its needs in the event the performance of any of the Systems or any material component thereof is temporarily
or permanently impeded or degraded due to any natural disaster or other event outside the reasonable control of the Company or
the Subsidiaries, as applicable. The Company and the Subsidiaries have established and maintain industry standard measures to
ensure that the Systems, and all software, information and data residing on its Systems or otherwise owned by, licensed, used
or distributed by the Company or any of the Subsidiaries, are free of any computer virus, Trojan horse, worm, time bomb, or similar
code designed to disable, damage, degrade or disrupt the operation of, permit unauthorized access to, erase, destroy or modify
any software, hardware, network or other technology (“Malicious Code”). Since December 31, 2013, no Malicious
Code or error or defect has caused a material disruption, degradation or failure of any of the Systems or of the conduct of the
businesses of the Company or any of the Subsidiaries or given rise to any material liability to the Company or its Subsidiaries,
and, to the Company’s Knowledge, there has been no material unauthorized intrusion or breach of the security of any of the
Systems.


 


(iii)
For purposes of this Agreement, the term “Intellectual Property” means all intellectual property and industrial
property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the
exercise of, any of the foregoing, however arising, pursuant to the laws of any jurisdiction throughout the world, whether registered
or unregistered, including any and all: (a) inventions (whether or not patentable, and whether or not reduced to practice), all
improvements thereto, and all patents (including all reissuances, divisionals, provisionals, continuations and continuations-in-part,
re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental
Authority-issued indicia of invention ownership (including inventor’s certificates, petty patents and patent utility models);
(b) trademarks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source,
sponsorship, association or origin, together with all goodwill connected with the use of and symbolized by, and all registrations,
registration applications and renewals in respect of, any of the foregoing; (c) Internet domain names, whether or not trademarks
or service marks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses,
web pages, websites and related content, accounts with Twitter, Facebook and other social media companies and the content found
thereon and related thereto, and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not
copyrightable, including copyrights and moral rights, and all registrations, applications for registration and renewals with respect
thereto; (e) trade secrets, discoveries, business and technical information, know-how, methodologies, strategies, processes, databases,
data collections and other confidential and/or proprietary information and all rights therein; (f) software and firmware, including
data files, source code, object code, application programming interfaces, routines, algorithms, architecture, files, records,
schematics, computerized databases and other related specifications and documentation; (g) semiconductor chips and mask works;
(h) other intellectual property rights; and (i) copies and tangible embodiments (in whatever form or medium) of the foregoing.
For purposes of this Agreement, “Governmental Authority” means the government of the United States or any other
nation, or any political subdivision thereof, whether state, provincial or local, or any agency (including any self-regulatory
agency or organization), authority, instrumentality, regulatory body, court, central bank, domain name registrar or other entity
exercising executive, legislative, judicial, taxing, regulatory or administration powers or functions of or pertaining to government
over the Company or any of the Subsidiaries, or any of their respective properties, assets or undertakings.


 


(iv)
The Company and its Subsidiaries are, and during the past four (4) years have been, in compliance, in all material respects, with
(i) all Privacy and Information Security Requirements, (ii) their Privacy Notices, and (iii) all contracts relating to the Processing
of Personal Information. The Company and its Subsidiaries have reasonable safeguards in place designed to protect Personal Information
and other confidential data in its possession or under its control against, loss, theft, or unauthorized disclosure, and requires
the same of all vendors that Process Personal Information on its behalf. There have been no material breaches involving Personal
Information in the possession or control of the Company or any of its Subsidiaries, and to the Company’s Knowledge there
has been no unauthorized or illegal use of or access to any Personal Information, in the past four (4) years. Neither the Company
nor any of its Subsidiaries have notified, nor to the Company’s Knowledge been required to notify, any Person of any information
security breach involving Personal Information. Neither the Company, nor any Subsidiary, has received any notice, allegation,
complaint or other communication, and there is no pending investigation by any Governmental Authority or payment card association,
regarding any actual or possible violation of any Privacy and Information Security Requirements by or with respect to the Company
or any of its Subsidiaries, in either case that would or would reasonably expected to result, individually or in the aggregate,
in a Material Adverse Effect. The Company and/or any of the Subsidiaries have provided all requisite notices and obtained all
required consents, and satisfied all other requirements in all material respects (including but not limited to notification to
Governmental Authorities), necessary for the Company and/or any of the Subsidiaries’ Processing (including international
and onward transfer) of all Personal Information in connection with the conduct of the business as currently conducted. For purposes
hereof, “Personal Information” means, in addition to any definition for any similar term (e.g., “personally
identifiable information” or “PII”) provided by applicable law, all information that identifies an individual
or, in combination with any other information or data, is capable of identifying or locating an individual; Personal Information
includes “Protected Health Information,” as defined by the Health Insurance Portability and Accountability Act of
1986 (Pub. L. No. 104-191), as amended and the rules and regulations issued thereunder (“HIPAA”); “Privacy
and Information Security Requirements” means (i) all Laws relating to the Processing of Personal Information, data privacy
or information security, including HIPAA, and the payment card information data security standards; “Privacy Notices”
means any internal and external notices, policies, disclosures, or public representations by the Company or any of the Subsidiaries
with respect to the Processing of Personal Information or privacy practices; “Process” or “Processing”
means the collection, use, storage, processing, distribution, transfer, import, export, protection (including security measures),
disposal or disclosure or other activity regarding data (whether electronically or in any other form or medium).


 




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q.
Environmental Laws. Each of the Company and the Subsidiaries (i) is in compliance, in all material respects, with all Environmental
Laws (as defined below), (ii) has received all material permits, licenses or other approvals required of it under applicable Environmental
Laws to conduct its business, (iii) is in compliance with all terms and conditions of any such permit, license or approval, and
to the Company’s Knowledge, there are no events, conditions, or circumstances reasonably likely to result in liability of
the Company or any of the Subsidiaries pursuant to Environmental Laws that would or would reasonably be expected to have a Material
Adverse Effect. None of the Company or the Subsidiaries has received any notice of any noncompliance with any Environmental Laws
or the terms and conditions of any permit, license or approval required under applicable Environmental Laws to conduct the Company’s
and the Subsidiaries’ respective businesses. The term “Environmental Laws” means all federal, state,
local or foreign laws relating to any matter arising out of or relating to public health and safety, or pollution or protection
of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or workplace, including
any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal,
distribution, discharge, emission, release, threatened release, control or cleanup of any Hazardous Materials, including the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., as amended (“CERCLA”),
the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. §6901, et seq., the Clean Air Act, 42 U.S.C. §7401,
et seq., as amended, the Federal Water Pollution Control Act, 33 U.S.C. §1251, et seq., as amended, the Oil Pollution Act
of 1990, 33 U.S.C. §2701, et seq., and the Toxic Substances Control Act, 15 U.S.C. §2601, et seq.; “Hazardous
Materials” means any hazardous, toxic or dangerous substance, materials and wastes, including hydrocarbons (including
naturally occurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehyde insulation, radioactive
materials, biological substances, polychlorinated biphenyls, pesticides, herbicides and any other kind and/or type of pollutants
or contaminants (including materials which include hazardous constituents), sewage, sludge, industrial slag, solvents and/or any
other similar substances, materials, or wastes and including any other substances, materials or wastes that are or become regulated
under any Environmental Law (including any that are or become classified as hazardous or toxic under any Environmental Law).


 


r.
Personal Property. Except as disclosed in the SEC Documents, the Company and the Subsidiaries have good and valid title
to 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.


 


s.
Real Property. None of the Company or any of the Subsidiaries owns any real property. All of the Real Property Leases (as
defined below) are valid and in full force and effect and are enforceable against all parties thereto. Neither the Company nor
any of the Subsidiaries nor, to the Company’s Knowledge, any other party thereto is in default in any material respect under
any of the Real Property Leases and no event has occurred which with the giving of notice or the passage of time or both could
constitute a default under, or otherwise give any party the right to terminate, any of such Real Property Leases, or could adversely
affect the Company’s or any of the Subsidiaries’ interest in and title to the Real Property subject to any of such
Real Property Leases. No Real Property Lease is subject to termination, modification or acceleration as a result of the transactions
contemplated hereby or by the other Transaction Documents. For purposes hereof, “Real Property Lease” means
each lease and other agreement with respect to which the Company or the Subsidiaries is a party or otherwise bound or affected
with respect to the Real Property, except easements, rights of way, access agreements, surface damage agreements, surface use
agreements or similar agreements that pertain to Real Property that is contained wholly within the boundaries of any leased Real
Property; and “Real Property” means all the real property, facilities and fixtures that are leased or, in the
case of fixtures, otherwise owned or possessed by the Company or the Subsidiaries.


 




    	 	13	 



    	 



    

 


t.
Insurance. The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against
such losses and risks and in such amounts as management of the Company believes to be prudent and customary for similarly situated
companies in the businesses in which the Company and the Subsidiaries are engaged. All material policies of insurance and fidelity
or surety bonds insuring the Company or any of its Subsidiaries or their respective businesses, assets, employees, officers and
directors are in full force and effect and the Company and its Subsidiaries are in compliance with the terms of such policies
and instruments in all material respects. There are no material claims by the Company or any of its Subsidiaries under any such
policy or instrument as to which any insurance company is denying liability or, except with respect to the matter set forth in
Schedule 3.i, defending under a reservation of rights clause. Neither the Company nor any of the Subsidiaries have been
refused any insurance coverage sought or applied for, and, to the Company’s Knowledge, the Company and the Subsidiaries
will 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 at a cost that would not be reasonably expected to have a Material Adverse
Effect.


 


u.
Regulatory Permits and Other Regulatory Matters.


 


(i)
Permits. The Company and the Subsidiaries possess all certificates, authorizations, approvals, licenses and permits issued
by the appropriate federal, state or foreign regulatory authorities necessary to conduct their business as presently conducted
(“Permits”), including all Permits required by the United States Food and Drug Administration (the “FDA”)
or any other Governmental Authority engaged in the regulation of the development, testing, manufacturing, labeling, storage, recordkeeping,
promotion, marketing, distribution and service of medical devices (each, a “Regulatory Agency”), and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
Permit. To the Company’s Knowledge, there are no facts or circumstances that could reasonably lead to the revocation or
cancellation of any material Permit or would prevent the Company or any of its Subsidiaries from obtaining and maintaining in
effect any material Permit.


 


(ii)
Studies and Other Preclinical and Clinical Tests. The studies, tests and preclinical and clinical trials conducted by or
on behalf of the Company or any of the Subsidiaries were, and if still pending are, being conducted in all material respects in
accordance with experimental protocols, procedures and controls pursuant to applicable statutory and regulatory requirements,
as well as accepted professional and scientific standards; the descriptions of the results of such studies, tests and trials contained
in the SEC Documents are accurate and complete; and neither the Company nor any of the Subsidiaries has received any notices or
correspondence from the FDA or any foreign, state or local governmental body exercising comparable authority or any institutional
review board or comparable authority requiring the termination, suspension or material modification of any studies, tests or preclinical
or clinical trials conducted by or on behalf of the Company or any of the Subsidiaries.


 


(iii)
Debarment or Conviction. None of the Company or the Subsidiaries or any of their respective Affiliates, subcontractors
or employees (A) has been debarred, (B) is subject to debarment or (C) is the subject of a conviction, in each case pursuant to
Section 335a of the United States Federal Food, Drug and Cosmetic Act, as amended.


 




    	 	14	 



    	 



    

 


(iv)
Other Regulatory Matters. Each of the Company and the Subsidiaries is in compliance, in all material respects, with all
Health Care Laws (as defined below). As to each product of the Company or any Subsidiary subject to the jurisdiction of any Regulatory
Agency that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of the Subsidiaries,
such product has been, and is being, manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company
in compliance in all material respects with all applicable requirements under the Federal Food, Drug and Cosmetic Act, as amended,
and the regulations thereunder, and similar applicable U.S. federal, state or local, European Union or other foreign 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. 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 the Subsidiaries, and none of the Company or any of the Subsidiaries has received any notice, warning letter or other
communication from any Regulatory Agency, which (A) 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 products of the Company or the Subsidiaries, (B) 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 such product, (C) imposes
a clinical hold on any clinical investigation by the Company or any of the Subsidiaries, (D) enjoins production at any facility
of the Company or any of the Subsidiaries, (E) enters or proposes to enter into a consent decree of permanent injunction with
the Company or any of the Subsidiaries, or (F) otherwise alleges any violation of any laws, rules or regulations by the Company
or any of the Subsidiaries. The respective properties, business and operations of the Company and the Subsidiaries have been and
are being conducted in all material respects in accordance with all applicable laws, rules and regulations of applicable Regulatory
Agencies, including the FDA. The Company has not been informed by any Regulatory Agency that it will prohibit the marketing, sale,
license or use in the United States or any other jurisdiction of any product proposed to be developed, produced or marketed by
the Company. The term “Health Care Laws” means (i) all applicable federal, state, local, and foreign health
care fraud and abuse laws, including, but not limited to, the federal Anti-Kickback Statute (42 U.S.C. §1320a 7b(b)), the
Stark Law (42 U.S.C. §1395nn and §1395(q)), the federal False Claims Act (31 U.S.C. §3729 et seq.), the federal
Civil Monetary Penalties Law (42 U.S.C §1320a 7a and 1320a 7b) and the regulations promulgated pursuant to such statutes;
(ii) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. §§ 301 et seq., as amended) and all applicable requirements,
regulations and guidance with the effect of law issued thereunder by the FDA (including FDA Law and Regulation); (iii) all applicable
licensure laws and regulations, certificates of operations and authority; (iv) any requirement of law relating to the provision
of, or payment for, health care services, items or supplies, or the participation in governmental health care programs or other
third party payor programs; (v) the Public Health Service Act (42 U.S.C. §§ 201 et seq.), and (vi) any and all other
applicable health care laws (whether foreign or domestic), regulations, governmental policies and administrative guidance with
the effect of law, including those related to state anti-kickback or self-referral prohibitions, each of (i) through (v) as may
be amended from time to time.


 


v.
Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the 1934 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 1934 Act nor has the Company received any notification that the SEC is contemplating terminating such registration.
The SEC 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 1934 Act or the 1933 Act. The Company has not, in the 12 months preceding the date hereof, received
notice from the OTC Markets — OTCQX Best Market (the “Principal Market”) that the Company is not in compliance
with the listing or maintenance requirements of such Principal Market. The Company is as of the date hereof, will be as of the
date of the issuance of Shares and Preferred Shares pursuant to the Transaction Documents, and has no reason to believe that it
will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common
Stock is eligible for clearing through DTC, through its Deposit/Withdrawal At Custodian (DWAC) system, and the Company is eligible
and participating in the Direct Registration System (DRS) of DTC with respect to the Common Stock.


 




    	 	15	 



    	 



    

 





w.
Tax Status. Each of the Company and the Subsidiaries (i) has timely filed all foreign, federal and state income, franchise
and all other material Tax Returns required by any jurisdiction to which it is subject, (ii) has paid all Taxes that are material
in amount and required to be paid, except those that the Company is contesting by appropriate proceedings and for which the Company
has made reserves in the consolidated financial statements of the Company and the Subsidiaries that are adequate in accordance
with GAAP, and (iii) has established in the consolidated financial statements of the Company and the Subsidiaries reserves that
are adequate in accordance with GAAP for the payment of all material Tax liabilities and deferred Taxes as of the date this representation
is made. There are no unpaid Taxes in any material amount claimed in writing to be due by the taxing authority of any jurisdiction,
and to the Company’s Knowledge, there is no basis for any such claim. Each of the Company and the Subsidiaries has timely
withheld and paid all material Taxes (including sales Taxes) required to have been withheld and paid in connection with any amounts
paid or owing to any employee, independent contractor, creditor, stockholder or third party. Neither the Company nor any of the
Subsidiaries is or has been a U.S. real property holding corporation (as defined in Treasury Regulation Section 1.897-2(b) during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. No Tax audits or administrative or judicial Tax proceedings
are being conducted or are pending or threatened in writing with respect to the Company or the Subsidiaries. No claim has been
made in the last three years by an authority in a jurisdiction where the Company and the Subsidiaries do not file Tax Returns
that the Company or the Subsidiaries may be subject to taxation by that jurisdiction. None of the Company or the Subsidiaries
(i) has ever been a member of an affiliated group filing a consolidated federal income Tax Return or any analogous group for federal,
state, local or foreign Tax purposes (other than a group the common parent of which was the Company), or (ii) has any liability
for the Taxes of any Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law),
as a transferee or successor, by any contract, or otherwise. The Company and each Subsidiary has been resident in its jurisdiction
of incorporation for Tax purposes and, except as set forth in Schedule 3.w, has not, at any time, been treated as a resident
of or as having a permanent establishment or other fixed place of business in any other jurisdiction. Neither the Company nor
the Subsidiaries is required to pay any installment of the “net tax liability” described in Section 965(h)(1) of the
Code. Neither the Company nor the Subsidiaries is a party to any agreement or arrangement that would result, separately or in
the aggregate, in the actual or deemed payment of any “excess parachute payments” within the meaning of Section 280G
of the Code (or any comparable provision of foreign, state or local Law). No deficiency for any income, franchise or other material
amount of Tax relating to the Company or any of the Subsidiaries has been asserted or assessed by any taxing authority in writing,
except for the deficiencies which have been satisfied by payment, settled or withdrawn or which are being contested in good faith
and for which reserves adequate in accordance with GAAP have been established in the consolidated financial statements of the
Company and the Subsidiaries. None of the Company or any of the Subsidiaries has entered into a “listed transaction”
that has given rise to a disclosure obligation under Section 6011 of the Code and the Treasury Regulations promulgated thereunder
and that has not been disclosed in the relevant Tax Return. For purposes of this Section 3.w, “Taxes”
means all taxes, charges, fees, levies or other like assessments, including United States federal, state, local, foreign and other
net income, gross income, gross receipts, social security, estimated, sales, use, ad valorem, franchise, profits, net worth, alternative
or add-on minimum, capital gains, license, withholding, payroll, employment, unemployment, social security, excise, property,
transfer taxes and any and all other taxes, assessments, fees or other governmental charges, whether computed on a separate, consolidated,
unitary, combined or any other basis together with any interest and any penalties, additions to tax, estimated taxes or additional
amounts with respect thereto, and including any liability for taxes as a result of being a member of a consolidated, combined,
unitary or affiliated group or any other obligation to indemnify or otherwise succeed to the tax liability of any other Person;
and “Tax Returns” means all returns, declarations, reports, statements, schedules, notices, forms or other
documents or information required to be filed in respect of the determination, assessment, collection or payment of any Tax or
in connection with the administration, implementation or enforcement of any legal requirement relating to any Tax.


 


x.
Transactions With Affiliates. Except as set forth in the SEC Documents, none of the Company’s or any Subsidiary’s
respective officers or directors, Persons who were officers or directors of the Company or any Subsidiary at any time during the
previous two years, stockholders, or affiliates of the Company or any of the Subsidiaries, or any individual related by blood,
marriage or adoption to any such individual (each a “Related Party”), nor any Affiliate of any Related Party,
is presently, or has been within the past two years, a party to any transaction, contract, agreement, instrument, commitment,
understanding or other arrangement or relationship with the Company or any of the Subsidiaries (other than directly for services
as an employee, officer and/or director), whether for the furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments or consideration to or from any such Related Party. Except as set forth in
the SEC Documents, no Related Party of the Company or any of the Subsidiaries or any of their respective Affiliates, has any direct
or indirect ownership interest in any Person (other than ownership of less than 1% of the outstanding common stock of a publicly
traded corporation) in which the Company or any of the Subsidiaries has any direct or indirect ownership interest or has a business
relationship or with which the Company or any of the Subsidiaries competes. “Affiliate” for purposes hereof
means, with respect to any Person, another Person that, (i) is a director, officer, manager, managing member, general partner
or five percent or greater owner of equity interests in such Person, or (ii) directly or indirectly, (1) has a common ownership
with that Person, (2) controls that Person, (3) is controlled by that Person or (4) shares common control with that Person. “Control”
or “controls” for purposes hereof means that a person or entity has the power, direct or indirect, to conduct
or govern the policies of another Person.


 




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y.
Application of Takeover Protections. The Company and the Company Board have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination or other similar anti-takeover provision under the
Certificate of Incorporation or the laws of the State of Delaware that is or could reasonably be expected to become applicable
to the Buyers as a result of the transactions contemplated by this Agreement, including the Company’s issuance of the Securities
and the Buyers’ ownership of the Securities.


 


z.
Rights Agreement. The Company has not adopted a stockholder rights plan (or “poison pill”) or similar arrangement
relating to accumulations of beneficial ownership of Common Stock or a change in control of the Company.


 


aa.
Foreign Corrupt Practices and Certain Other Federal Regulations.


 


(i)
Neither the Company nor any of the Subsidiaries, nor to the Company’s Knowledge, any director, officer, agent, employee
or other Person acting on behalf of the Company or any of the Subsidiaries has, in the course of its actions for, or on behalf
of, the Company or any of the Subsidiaries: (i) used any corporate funds for any unlawful contribution, gift, entertainment or
other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment from corporate funds
to any employee, official, representative or other Person acting on behalf of any governmental authority, state-owned entity,
public international organization, political party or official thereof, or candidate for political office (collectively, “Government
Official”); (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as
amended, the U.K. Bribery Act 2010, or any other applicable Law or international convention of similar effect concerning bribery
or corruption which applies to the Company (collectively, “Anti-Corruption Laws”); or (iv) made any unlawful
bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any Government Official. The Company has in place
policies, procedures, and internal controls reasonably calculated to ensure compliance with all Anti-Corruption Laws.


 


(ii)
The Company and each Subsidiary is, and has at all times during the past five (5) years been, in compliance with all economic
sanctions laws, all executive orders and implementing regulations as administered by any Sanctions Authority (“Sanctions”).
None of the Company or any of the Subsidiaries or any of their respective directors or officers, nor, to the Company’s knowledge,
their respective employees or agents (A) is a Person on the list of the Specially Designated Nationals and Blocked Persons (the
“SDN List”) or similar list maintained by any Sanctions Authority, (B) is a Person who is otherwise the target
of U.S. economic sanctions laws such that a U.S. person cannot deal or otherwise engage in business transactions with such Person,
(C) is a Person organized or resident in a country or territory subject to comprehensive Sanctions (a “Sanctioned Country”),
or (D) is owned or controlled by (including by virtue of such Person being a director or owning voting shares or interests), or
acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a government of a Sanctioned Country. The Company
will not, directly or indirectly, use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available
such proceeds to any Subsidiary, joint venture partner or other Person: (y) to fund or facilitate any activities or business of
or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions;
or (z) in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the
offering, whether as placement agent, advisor, investor or otherwise). For purposes hereof, “Sanctions Authority”
means U.S. Governmental Authorities (including, but not limited to, the Office of Foreign Assets Control, the U.S. Department
of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasury
or any other relevant Governmental Authority.


 


(iii)
The Company and each Subsidiary is, and has at all times during the past five (5) years been, in compliance with all laws related
to terrorism or money laundering including: (A) all applicable requirements of the Currency and Foreign Transactions Reporting
Act of 1970 (31 U.S.C. 5311 et. seq. (the Bank Secrecy Act)), as amended by Title III of the Patriot Act, (B) the Trading with
the Enemy Act, (C) that certain Executive Order No. 13224 of September 23, 2001, entitled Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or any other enabling legislation,
executive order or regulations issued pursuant or relating thereto, and (D) other applicable federal or state laws relating to
“know your customer” or anti-money laundering rules and regulations. No action, suit or other proceeding by or before
any court or Governmental Authority against the Company or any of its Subsidiaries with respect to compliance with such anti-money
laundering laws is pending or, to the knowledge of the Company, threatened.


 




    	 	17	 



    	 



    

 


bb.
No Other Agreements. The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms
or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents.


 


cc.
Investment Company. The Company is not, and upon the Closing will not be, an “investment company,” a company
controlled by an “investment company,” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940,
as amended.


 


dd.
No Disqualification Events. None of the Company, any of its predecessors, any director, executive officer, other officer
of the Company participating in the offering contemplated hereby, any beneficial owner (as that term is defined in Rule 13d-3
under the 1934 Act) of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting
power, any “promoter” (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity
at the time of the Closing, any placement agent or dealer participating in the offering of the Securities and any of such agents’
or dealer’s directors, executive officers, other officers participating in the offering of the Securities (each, a “Covered
Person” and, together, “Covered Persons”) is subject to any of the “Bad Actor” disqualifications
described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”). The Company has exercised
reasonable care to determine (i) the identity of each person that is an Covered Person; and (ii) whether any Covered Person is
subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e). With respect to each Covered Person, the Company has established procedures reasonably designed to ensure that the
Company receives notice from each such Covered Person of (x) any Disqualification Event relating to that Covered Person, and (y)
any event that would, with the passage of time, become a Disqualification Event relating to that Covered Person; in each case
occurring up to and including the Closing Date. The Company is not for any other reason disqualified from reliance upon Rule 506
of Regulation D for purposes of the offer and sale of the Securities.


 


ee.
Manipulation of Prices; Securities. Except as set forth in the SEC Documents, none of the Company or the Subsidiaries,
or any of their respective officers, directors or Affiliates and, to the Company’s Knowledge, no one acting on any such
Person’s behalf has, (A) 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 or any Subsidiary to facilitate the sale or resale of any of the Securities,
(B) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (C) paid or agreed
to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any Subsidiary,
other than, in the case of clauses (B) and (C), compensation paid to the Placement Agent in connection with the placement of the
Securities.


 


ff.
Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that none of
the Buyers or holders of the Securities has been asked to agree, nor has any Buyer agreed, to desist from purchasing or selling,
long and/or short, securities of the Company, or “derivative” securities based on securities issued by the Company
or to hold the Securities for any specified term; and no Buyer or holder of Securities shall be deemed to have any affiliation
with or control over any arm’s length counterparty in any “derivative” transaction. The Company further understands
and acknowledges that (i) one or more Buyers or holders of Securities may engage in hedging and/or trading activities at various
times during the period that the Securities are outstanding, and (ii) such hedging and/or trading activities, if any, can reduce
the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading
activities are being conducted. The Company acknowledges that any such hedging and/or trading activities do not constitute a breach
of any Transaction Document or affect the rights of any Buyer or holder of Securities under any Transaction Document.


 


gg.
No Required Additional Issuances. The issuance and sale of the Securities will not obligate the Company to issue shares
of Common Stock or other securities to any Person and will not result in a right of any holder of securities of the Company to
adjust the exercise, conversion, exchange or reset price under any of such securities.


 




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hh.
Forward Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the 1934 Act) contained or incorporated by reference in the SEC Documents has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


ii.
Ratings. No “nationally recognized statistical rating organization” as such term is defined in Section 3(a)(62)
of the 1934 Act (i) has imposed (or has informed the Company that it is considering imposing) any condition (financial or otherwise)
on the Company’s retaining any rating assigned to the Company or any securities of the Company or (ii) has indicated to
the Company that it is considering: (A) downgrading the rating accorded any debt securities or preferred equity securities of
or guaranteed by the Company or any of its subsidiaries or (B) placing under surveillance or review, or changing its outlook with
respect to, its rating of any debt securities or preferred equity securities of or guaranteed by the Company or any of its subsidiaries
(other than an announcement with positive implications of a possible upgrading).


 


jj.
No Restrictions on Payments by Subsidiaries. No Subsidiary of the Company is currently prohibited, directly or indirectly,
under any agreement or other instrument to which it is a party or is subject, (i) from paying any dividends to the Company, (ii)
from making any other distribution on such subsidiary’s capital stock, (iii) from repaying to the Company any loans or advances
to such subsidiary from the Company or (iv) from transferring any of such subsidiary’s material properties or assets to
the Company or any other subsidiary of the Company.


 


kk.
Disclosure. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in
effecting transactions in securities of the Company. Taken as a whole, all disclosure provided to the Buyers regarding the Company,
its business and the transactions contemplated hereby, including the Schedules to this Agreement, furnished by or on behalf of
the Company is true and correct and does not contain any untrue statement of a material fact or with respect to written information
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.


 


4.
COVENANTS.


 


a.
Best Efforts. Each party shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied
by it as provided in Sections 5 and 6 of this Agreement.


 


b.
Form D and Blue Sky. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and, upon request, to provide a copy thereof to each Buyer promptly after such filing. The Company shall, on or before the Closing
Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify
the Securities for, sale to the Buyers at the Closing occurring on the Closing Date pursuant to this Agreement under applicable
securities or “Blue Sky” laws of the states of the United States, and shall provide promptly upon the request of any
Buyers evidence of any such action so taken. The Company shall make all filings and reports relating to the offer and sale of
the Securities required under applicable securities or “Blue Sky” laws of the states of the United States following
the Closing Date.


 


c.
Reporting Status. From the date of this Agreement until the first date on which no Buyer owns Securities (the period ending
on such date, the “Reporting Period”), the Company shall timely (including by giving effect to any extensions
pursuant to Rule 12b-25 of the 1934 Act) file all reports required to be filed with the SEC pursuant to the 1934 Act and the Company
shall not terminate the registration of the Common Stock under the 1934 Act or otherwise terminate its status as an issuer required
to file reports under the 1934 Act, even if the securities laws would otherwise permit any such termination. If during the Reporting
Period the Company is not required to file reports pursuant to the 1934 Act, it will prepare and furnish to the Buyers and make
publicly available in accordance with Rule 144(c) such information as is required for the Buyers to sell the Securities, including
without limitation, under Rule 144.


 




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d.
Use of Proceeds. The Company will use the proceeds from the sale of the Shares and Preferred Shares (i) first to pay expenses
related to the sale of the Securities, and (ii) thereafter for working capital and general corporate purposes.


 


e.
Internal Accounting Controls. During the Reporting Period, the Company shall, and shall cause each of the Subsidiaries
to (i) at all times keep books, records and accounts with respect to all of such Person’s business activities, in accordance
with sound accounting practices and GAAP consistently applied, (ii) maintain a system of Internal Controls, (iii) maintain disclosure
controls and procedures required by Rule 13a-15 or Rule 15d-15 under the 1934 Act, (iv) cause such disclosure controls and procedures
to be effective at all times to ensure that the information required to be disclosed by the Company in the reports that it files
with or submits to the SEC (I) is recorded, processed, summarized and reported accurately within the time periods specified in
the SEC’s rules and forms and (II) is accumulated and communicated to the Company’s management, including its principal
executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, (v)
maintain internal control over financial reporting required by Rule 13a-14 or Rule 15d-14 under the 1934 Act, and (vi) cause such
internal control over financial reporting to be effective at all times and not contain any material weaknesses.


 


f.
Expenses. At the Closing, the Company and the Buyers shall each pay all of their own legal, due diligence and other expenses,
including fees and expenses of attorneys, investigative and other consultants and travel costs and all other expenses, relating
to negotiating and preparing the Transaction Documents and consummating the transactions contemplated hereby and thereby. The
Company shall pay all Transfer Agent fees incurred in connection with the sale and issuance of the Securities to the Buyers.


 


g.
Disclosure of Transactions and Other Material Information. The Company shall file, within the timeframe required under
applicable SEC rules, one or more Current Reports on Form 8-K with the SEC describing the terms of the transactions contemplated
by the Transaction Documents and including as exhibits to such Form 8-K this Agreement, the Registration Rights Agreement and
the Certificate of Designation (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”). Unless required
by applicable law or a rule of the Principal Market, the Company shall not make any public announcement regarding the transactions
contemplated hereby or by the other Transaction Documents prior to the Closing Date. The Company confirms that, following the
filing of the Announcing Form 8-K, no Buyer will be deemed to be in possession of material non-public information concerning the
Company (to the extent that such information was provided by the Company prior to the filing of such Form 8-K). The Company shall
not, and shall cause each of its Subsidiaries and its and each of their respective officers, directors, employees and agents to
not, provide any Buyer with any material non-public information regarding the Company or any of its Subsidiaries from and after
the filing of the Announcing Form 8-K with the SEC without the express prior written consent of such Buyer, unless prior thereto
such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands
and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company.
Subject to the foregoing, neither the Company nor any Buyer shall issue any press releases or any other public statements with
respect to the transactions contemplated hereby or disclosing the name of any Buyer or any of such Buyer’s Affiliates; provided,
however, that the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other
public disclosure with respect to such transactions (i) in substantial conformity with the Announcing Form 8-K and contemporaneously
therewith and (ii) as is required by applicable law and regulations (provided that each Buyer shall be consulted by the Company
in connection with any such press release or other public disclosure prior to its release and shall be provided with a copy thereof),
and provided further, that the Company may issue any other announcement or press release regarding the transactions contemplated
hereby, so long as such announcement or press release does not disclose the name of any Buyer or any of such Buyer’s Affiliates.
Notwithstanding anything to the contrary herein, in the event that the Company believes that a notice or communication to any
Buyer contains material, non-public information relating to the Company or any of the Subsidiaries, the Company shall so indicate
to the Buyers contemporaneously with delivery of such notice or communication, and such indication shall provide the Buyers the
means to refuse to receive such notice or communication; and in the absence of any such indication, the holders of the Securities
shall be allowed to presume that all matters relating to such notice or communication do not constitute material, non-public information
relating to the Company or any of the Subsidiaries. Upon receipt or delivery by the Company or any of the Subsidiaries of any
notice in accordance with the terms of the Transaction Documents, unless the Company has in good faith determined that the matters
relating to such notice do not constitute material, non-public information relating to the Company or the Subsidiaries, the Company
shall within one Business Day after any such receipt or delivery publicly disclose such material, non-public information.


 




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h.
Patriot Act, Investor Secrecy Act and Office of Foreign Assets Control. As required by federal law and each Buyer’s
policies and practices, each Buyer may need to obtain, verify and record certain customer identification information and documentation
in connection with opening or maintaining accounts, or establishing or continuing to provide services, and, from the date of this
Agreement until the end of the Reporting Period, the Company agrees to, and shall cause each of the Subsidiaries to, provide such
information to each Buyer.


 


i.
Irrevocable Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent for the
Common Stock in in a form reasonably acceptable to the parties and the Transfer Agent (the “Irrevocable Transfer Agent
Instructions”), and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance
accounts at the DTC, registered in the name of each holder of Preferred Shares or such holder’s nominee(s), for the Conversion
Shares in such amounts as specified from time to time by each such holder to the Company upon conversion of the Preferred Shares.
The Company warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section
4.i and stop transfer instructions to give effect to the provisions of Section 2.h will be given by the Company to
its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and
to the extent provided in this Agreement and the Registration Rights Agreement. The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the holders of the Preferred Shares by vitiating the intent and purpose
of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 4.i will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the
provisions of this Section 4.i, that the holders of the Preferred Shares shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required.


 


j.
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by a holder thereof in connection
with a bona fide margin agreement or other loan secured by the Securities. The pledge of Securities shall not be deemed to be
a transfer, sale or assignment of the Securities hereunder, and no such holder effecting any such pledge of Securities shall be
required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to any Transaction
Document; provided that such holder and its pledgee shall be required to comply with the provisions of Section 2.h
in order to effect a sale, transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver
such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such
pledgee by a holder of Securities.


 


k.
Regulation M. Neither the Company, nor the Subsidiaries nor any Affiliates of the foregoing, has taken or shall take any
action prohibited by Regulation M under the 1934 Act, in connection with the offer, sale and delivery of the Securities contemplated
hereby.


 


l.
Disqualification Events. The Company will notify the Buyers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event
relating to any Covered Person.


 


m.
No Integrated Offering. Neither the Company nor any of the Subsidiaries, nor any Affiliates of the foregoing or any Person
acting on the behalf of any of the foregoing, shall, directly or indirectly, make any offers or sales of any security or solicit
any offers to purchase any security, under any circumstances that would require registration of any of the Securities under the
1933 Act or require stockholder approval of the issuance of any of the Securities.


 




    	 	21	 



    	 



    

 


n.
Takeover Provisions. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person,
that a Buyer is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision in effect or hereafter adopted by the Company,
or that a Buyer could be deemed to trigger the provisions of any such plan or arrangement, in either case solely by virtue of
purchasing Securities under this Agreement.


 


o.
Reservation of Common Stock. From the date hereof to the date on which all Preferred Shares have been converted into shares
of Common Stock pursuant to the terms of the Certificate of Designations, the Company shall reserve for issuance a number of shares
of Common Stock at least equal to the aggregate number of shares of Common Stock necessary to effect the conversion of all of
the outstanding Preferred Shares.


 


p.
Listing. The Company shall take all actions necessary to remain eligible for quotation or listing, as applicable, of its
securities on the Principal Market. The Company shall, as promptly as practicable following such time as the Company meets all
of the financial and other quantitative listing requirements for the NYSE American, The New York Stock Exchange, the NASDAQ Global
Market, the NASDAQ Global Select Market or the NASDAQ Capital Market (or a successor to any of the foregoing) (each, a “National
Exchange”), notify the Company Board of its meeting of such listing requirements, and the Company Board shall promptly
thereafter evaluate and determine, in the good faith judgment of the Company Board, whether it is in the best interests of the
Company’s stockholders and other securityholders to secure the listing of the Common Stock on such National Exchange. In
the event that the Company Board determines that such listing is so advisable, then the Company shall use its commercially reasonable
efforts to secure the listing of all of the Registrable Securities (as defined in the Registration Rights Agreement) on such National
Exchange as promptly as practicable. Following any such listing, the Company shall use its commercially reasonable efforts to
maintain such listing of all Registrable Securities from time to time issuable under the terms of the Transaction Documents; provided,
that, in no event shall the Company take any action that would reasonably be expected to adversely impact the Company’s
ability to perform its obligations under the Transaction Documents. Following such listing, none of the Company or any of the
Subsidiaries shall take any action that would reasonably be expected to result in the delisting or suspension of the Common Stock
from the National Exchange. The Company shall pay all fees and expenses in connection with satisfying its obligations under this
Section 4.g. At all times during the Reporting Period, (i) the Common Stock shall be eligible for clearing through DTC,
through its Deposit/Withdrawal At Custodian (DWAC) system, (ii) the Company shall be eligible and participating in the Direct
Registration System (DRS) of DTC with respect to the Common Stock, and (iii) the Company shall use its reasonable best efforts
to cause the Common Stock to not at any time be subject to any DTC “chill,” “freeze” or similar restriction
with respect to any DTC services, including the clearing of shares of Common Stock through DTC or, in the event the Common Stock
becomes subject to any DTC “chill,” “freeze” or similar restriction with respect to any DTC services,
the Company shall use its reasonable best efforts to cause any such “chill,” “freeze” or similar restriction
to be removed at the earliest possible time.


 


q.
Transfer Taxes. The Company shall be responsible for any liability with respect to any transfer, stamp or similar non-income
Taxes that may be payable in connection with the execution, delivery and performance of this Agreement and the other Transaction
Documents, including any such Taxes with respect to the issuance of the Securities.


 


r.
Further Instruments and Acts. From the date of this Agreement until the end of the Reporting Period, upon request of any
Buyer or Investor (as defined in the Registration Rights Agreement), the Company will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out more effectively the purposes of this Agreement
and the other Transaction Documents.


 




    	 	22	 



    	 



    

 


5.
CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL. The obligation of the Company to issue and sell the Shares and Preferred
Shares to each Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions;
provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole
discretion by providing each Buyer with prior written notice thereof:


 


a.
Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.


 


b.
Such Buyer shall have delivered to the Company the Purchase Price for the Shares and the Preferred Shares being purchased by such
Buyer at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


c.
The Company shall have obtained enforceable waivers (or other modification) in respect of the preemptive rights, participation
rights or other similar rights set forth in Schedule 3.c hereto in respect of the purchase and sale of the Securities hereunder.


 


d.
The representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date,
which shall be true and correct in all material respects as of such date), and such Buyer shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed,
satisfied or complied with by such Buyer at or prior to the Closing Date.


 


6.
CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares
and Preferred Shares from the Company at the Closing is subject to the satisfaction, at or before the Closing Date, of each of
the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived only by such
Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


a.
The Company shall have executed each of the Transaction Documents to which it is a party and delivered the same to such Buyer.


 


b.
The representations and warranties of the Company and the Subsidiaries shall be true and correct in all material respects (except
for representations or warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct
in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and
warranties that speak as of a specific date, which shall be true and correct in all material respects as of such date) and the
Company and the Subsidiaries shall have performed, satisfied and complied in all material respects with the covenants, agreements
and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company and the Subsidiaries
at or prior to the Closing Date and no Material Adverse Effect shall have occurred. Such Buyer shall have received a certificate,
executed by the either the chief executive officer or the chief financial officer of the Company, dated as of the Closing Date,
to the foregoing effect and as to such other matters as may be reasonably requested by such Buyer.


 


c.
Such Buyer shall have received the opinion of Bryan Cave Leighton Paisner LLP, dated as of the Closing Date and addressed to the
Buyers and the Placement Agent, which opinion will address, among other things, laws of the State of Delaware and the State of
New York and federal law applicable to the transactions contemplated hereby, substantially in the form of Exhibit B hereto.


 


d.
The Company shall have executed and delivered the Transfer Instructions and Irrevocable Transfer Agent Instructions, and delivered
to Buyer a copy of such Transfer Instructions and Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer
Agent, with respect to the Shares and Preferred Shares being purchased by such Buyer at the Closing to the Transfer Agent and
delivered a copy thereof to such Buyer.


 




    	 	23	 



    	 



    

 


e.
The Company Board shall have adopted, and not rescinded or otherwise amended or modified, resolutions consistent with Section
3.b (the “Resolutions”).


 


f.
The Certificate of Designation shall have been filed with the Secretary of State of Delaware
and shall have become effective, and the Company shall have provided a filed copy thereof to any Buyer purchasing Preferred Shares.


 


g.
The Company shall have delivered to such Buyer (i) a certificate evidencing the incorporation or organization and good standing
of the Company in its state of incorporation and (ii) a certificate evidencing the Company’s qualification as a foreign
corporation and good standing in the state of its principal place of business issued by the Secretary of State (or other applicable
authority) of such state of incorporation or principal place of business as of a date within five (5) Business Days of the Closing
Date.


 


h.
The Company shall have delivered to such Buyer a secretary’s certificate, dated as of the Closing Date, certifying as to
(A) the Resolutions, (B) the Certificate of Incorporation, certified as of a date within five (5) Business Days of the Closing
Date, by the Secretary of State of the State of Delaware, and (C) the Bylaws.


 


i.
The Company shall have delivered to such Buyer a Lock-Up Agreement, substantially in the form of Exhibit D hereto (the
“Lock-Up Agreement”) executed by each person listed on Exhibit E hereto, and each such Lock-Up Agreement
shall be in full force and effect on the Closing Date.


 


j.
The Company shall have obtained enforceable waivers (or other modification) in respect of the preemptive rights, participation
rights or other similar rights set forth in Schedule 3.c hereto in respect of the purchase and sale of the Securities hereunder.


 


k.
The Company shall have delivered to each Buyer of Preferred Shares a certificate for the aggregate number of Preferred Shares
that such Buyer is purchasing on the Closing Date.


 


l.
The Company shall have made or obtained all filings, qualifications, permits and approvals under all applicable federal and state
securities laws necessary to consummate the issuance of the Securities pursuant to this Agreement in compliance with such laws.


 


m.
During the period beginning on the date of this Agreement and ending immediately prior to the Closing, there shall not have been
any stock dividend, stock split, stock combination, recapitalization or other similar transaction with respect to any capital
stock of the Company, including the Common Stock.


 


n.
The Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose of effecting the conversion
of the Preferred Shares, a number of shares of Common Stock equal to the number of Conversion Shares issuable upon conversion
of the Preferred Shares.


 


o.
Neither the SEC nor the Principal Market shall have issued a stop order with respect to the Common Stock nor shall the SEC or
the Principal Market have threatened in writing to suspend trading of the Common Stock.


 


p.
No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


q.
The Company and the Subsidiaries shall have delivered to such Buyer such other documents relating to the transactions contemplated
by this Agreement as such Buyer or its counsel may reasonably request.


 




    	 	24	 



    	 



    

 


7.
INDEMNIFICATION.


 


a.
Company Indemnification Obligation. In consideration of each Buyer’s execution and delivery of the Transaction Documents
and acquiring the Securities thereunder and in addition to all of the Company’s and the Subsidiaries’ other obligations
under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each other holder
of the Securities and all of their stockholders, partners, officers, directors, members, managers, employees, affiliates of, and
each Person who controls (within the meaning of the 1933 Act and the 1934 Act) such Buyer and the stockholders, partners, officers,
directors, members, managers, employees and affiliates of such controlling Persons and any of the foregoing Persons’ agents
or other representatives (including those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitees is a party to
the action for which indemnification hereunder is sought), and including all judgments, amounts paid in settlements, court costs
and reasonable attorneys’ fees and disbursements and reasonable and actual out-of-pocket costs of investigating, preparing
or defending (the “Indemnified Liabilities”), incurred by any Indemnitees as a result of, or arising out of,
or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company or any of the Subsidiaries
in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of
any covenant, agreement or obligation of the Company or any of the Subsidiaries contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or
made against such Indemnitees and arising out of or resulting from the execution, delivery, performance or enforcement of the
Transaction Documents in accordance with the terms hereof or thereof or any other certificate, instrument or document contemplated
hereby or thereby in accordance with the terms thereof (other than a cause of action, suit or claim brought or made against an
Indemnitee by such Indemnitee’s owners, investors or affiliates). To the extent that the foregoing undertakings by the Company
may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities that is permissible under applicable law.


 


b.
Indemnification Procedures. Each Indemnitee shall (i) give prompt written notice to the Company of any claim with respect
to which it seeks indemnification or contribution pursuant to this Agreement (provided, however, that the failure
of the Indemnitee to promptly deliver such notice shall not relieve the Company of any liability, except to the extent that the
Company is prejudiced in its ability to defend such claim) and (ii) permit the Company to assume the defense of such claim with
counsel selected by the Company and reasonably satisfactory to the Indemnitee; provided, however, that any Indemnitee entitled
to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim,
but the fees and expenses of such counsel shall be at the expense of the Indemnitee unless (A) the Company has agreed in writing
to pay such fees and expenses, (B) the Company shall have failed to assume the defense of such claim within five (5) days of delivery
of the written notice of the Indemnitee with respect to such claim or failed to employ counsel selected by the Company and reasonably
satisfactory to the Indemnitee, or (C) in the reasonable judgment of the Indemnitee, based upon advice of its counsel, a conflict
of interest may exist between the Indemnitee and the Company with respect to such claims (in which case, if the Indemnitee notifies
the Company in writing that it elects to employ separate counsel at the expense of the Company, the Company shall not have the
right to assume the defense of such claim on behalf of the Indemnitee). If the Company assumes the defense of the claim, it shall
not be subject to any liability for any settlement or compromise made by the Indemnitee without its consent (but such consent
shall not be unreasonably withheld, conditioned or delayed). In connection with any settlement negotiated by the Company, the
Company shall not, and no Indemnitee shall be required by the Company to, (I) enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee of a release from all liability in
respect to such claim or litigation, (II) enter into any settlement that attributes by its terms any liability, culpability or
fault to the Indemnitee, or (III) consent to the entry of any judgment that does not include as a term thereof a full dismissal
of the litigation or proceeding with prejudice. In addition, without the consent of the Indemnitee, the Company shall not consent
to entry of any judgment or enter into any settlement which provides for any obligation or restriction on the part of the Indemnitee
other than the payment of money damages which are to be paid in full by the Company. If the Company fails or elects not to assume
the defense of a claim pursuant to clause (B) above, or is not entitled to assume or continue the defense of such claim pursuant
to clause (C) above, the Indemnitee shall have the right without prejudice to its right of indemnification hereunder to, in its
discretion exercised in good faith and upon advice of counsel, to contest, defend and litigate such claim and may settle such
claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnitee deems fair and
reasonable; provided that, at least five (5) days prior to any settlement, written notice of such Indemnitee’s intention
to settle is given to the Company. If requested by the Company, the Indemnitee agrees (at no expense to the Indemnitee) to reasonably
cooperate with the Company and its counsel in contesting any claim that the Company elects to contest.


 




    	 	25	 



    	 



    

 


8.
GOVERNING LAW; MISCELLANEOUS.


 


a.
Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware. Each party hereby irrevocably submits to the exclusive jurisdiction
of the courts of Delaware for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 


b.
Counterparts; Execution. This Agreement may be executed in two or more identical counterparts, all of which 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. A PDF or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this
Agreement may be delivered by one or more parties hereto by e-mail or other electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen, and such execution and delivery shall be considered legal, valid, binding
and effective for all purposes. The parties hereto hereby agree that no party shall raise the execution of a PDF or other reproduction
of this Agreement, or the fact that any signature or document was transmitted or communicated by e-mail or other electronic transmission
device, as a defense to the formation of this Agreement.


 


c.
Headings. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement.


 


d.
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction. The parties will endeavor in good
faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which
comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


e.
Entire Agreement; Amendments; Waivers. This Agreement supersedes all other prior oral or written agreements among each
Buyer, the Company and the Subsidiaries, their affiliates and Persons acting on their behalf with respect to the matters discussed
herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties hereto with respect
to the matters covered herein and therein. No provision of this Agreement may be waived, modified, supplemented or amended other
than by an instrument in writing signed by (i) the Company, (ii) the holders of at least a majority in interest of the then-outstanding
Securities, or if prior to the Closing, by the Buyers listed on the Schedule of Buyers as being obligated to purchase at
least a majority in interest of the Securities (in either case, the “Required Buyers”) and (iii) Redmile Group,
LLC, but only to the extent that the Required Buyers are not funds, accounts or entities managed by Redmile Group, LLC or any
of its Affiliates. Any such amendment shall bind all holders of the Securities; provided that any such amendment or waiver that
disproportionately, materially and adversely affects the rights and obligations of any Buyer relative to the comparable rights
and obligations of the other Buyers shall require the prior written consent of such adversely affected Buyer (for the avoidance
of doubt, participation by any Buyer in an unrelated financing by the Company shall not be deemed to disproportionately affect
the Buyers who do not participate in such financing). No failure or delay on the part of a party in either exercising or enforcing
any right under this Agreement shall operate as a waiver of, or impair, any such right. No single or partial exercise or enforcement
of any such right shall preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other
right. No waiver of any such right shall be deemed a waiver of any other right. No consideration shall be offered or paid to any
Person to amend or consent to a waiver or modification or supplement of any provision of any of the Transaction Documents unless
the same consideration also is offered to all of the parties hereto or to the other Transaction Documents or holders of the Securities,
as the case may be. For clarification purposes, this provision constitutes a separate right granted to each Buyer and is not intended
for the Company to treat the Buyers as a class and shall not be construed in any way as the Buyers acting in concert or otherwise
as a group with respect to the purchase, disposition or voting of securities or otherwise.


 




    	 	26	 



    	 



    

 


f.
Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this
Agreement must be in writing and will be deemed to have been delivered upon receipt, when delivered personally or by a nationally
recognized overnight delivery service, in each case properly addressed to the party to receive the same. The addresses for such
communications shall be:


 


If
to the Company:


 


Stereotaxis,
Inc.


4320
Forest Park Avenue, Suite 100


St.
Louis, Missouri 63108


Attention:
Chief Financial Officer


 


With
copy to:


 


Stereotaxis,
Inc.


4320
Forest Park Avenue, Suite 100


St.
Louis, Missouri 63108


Attention:
Legal Department


 


-and-


 


Bryan
Cave Leighton Paisner LLP


One
Metropolitan Square


211
N. Broadway, Suite 3600


St.
Louis, MO 63102


Attention:
Robert J. Endicott, Esq.


 


If
to a Buyer, to it at the address set forth under such Buyer’s name on its signature page hereto, or, in the case of a Buyer
or any other party named above, at such other address and/or to the attention of such other Person as the recipient party has
specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation
of receipt (A) given by the recipient of such notice, consent, waiver or other communication; (B) provided by affidavit of personal
delivery by a delivery service selected by the Company; or (C) provided by a nationally recognized overnight delivery service
shall be rebuttable evidence of personal service or deposit with a nationally recognized overnight delivery service.


 


g.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns, including any purchasers of the Securities. The Company shall not assign this Agreement or any rights
or obligations hereunder without the prior written consent of (i) the Required Buyers and (ii) Redmile Group, LLC, but only to
the extent that the Required Buyers are not funds, accounts or entities managed by Redmile Group, LLC or any of its Affiliates.
A Buyer may assign, delegate or otherwise transfer some or all of its rights hereunder to any Person to whom such Buyer assigns
or transfers any Securities without the consent of the Company; provided, that such transferee agrees in writing to be
bound, with respect to the transferred Securities, by the provisions hereof that apply to the “Buyers.” The Schedule
of Buyers attached hereto shall be updated to reflect the information with respect to such transferee, designee or assignee.


 




    	 	27	 



    	 



    

 


h.
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns and, to the extent provided in Section 7, each Indemnitee, and is not for the benefit of, nor may
any provision hereof be enforced by, any other Person, except that the Placement Agent is the intended third-party beneficiary
of Sections 2 and 3 hereof and shall be permitted to rely on the legal opinion identified in Section 6.c
hereof.


 


i.
Survival. Unless this Agreement is terminated under Section 8.k, the representations and warranties of the Company
and the Buyers contained in Sections 2 and 3, the agreements and covenants set forth in Section 4 and this
Section 8, and the indemnification provisions set forth in Section 7, shall survive the Closing. Each Buyer shall
be responsible only for its own representations, warranties, agreements and covenants hereunder.


 


j.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 


k.
Termination. In the event that the Closing shall not have occurred with respect to a Buyer on or before the third (3rd)
Business Day following the date of this Agreement due to the Company’s or such Buyer’s failure to satisfy the conditions
set forth in Sections 5 and 6 above (and the nonbreaching party’s failure to waive such unsatisfied condition(s)),
the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close of
business on such date without liability of any party to any other party.


 


l.
Placement Agent. The Company represents and warrants to each of the Buyers that it has not engaged a placement agent, broker
or financial advisor in connection with the transactions contemplated hereby other than the Placement Agent, and there are no
fees, commissions or expenses payable to any broker, finder or agent other than the Placement Agent relating to or arising out
of the transactions contemplated hereby. The Company shall be responsible for the payment of any placement agent’s fees
or broker’s commissions relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold
each of the Buyers harmless against, any liability, loss or expense (including attorneys’ fees and out-of-pocket expenses)
arising in connection with any claim for any such payment.


 


m.
No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties thereto
express their mutual intent, and no rules of strict construction will be applied against any party.


 


n.
Remedies. The parties hereto agree that (i) irreparable harm would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached, and (ii) money damages or other
legal remedies would not be an adequate remedy for any such harm. Each Buyer and each holder of the Securities shall have all
rights and remedies set forth in the Transaction Documents and all rights and remedies that such Buyers and holders have been
granted at any time under any other agreement or contract and all of the rights that such Buyers and holders have under any law.
Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security or proving actual damages), to recover damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.


 


o.
Payment Set Aside. To the extent that the Company or any of the Subsidiaries makes a payment or payments to any Buyer hereunder
or under any of the other Transaction Documents or any Buyer enforces or exercises its rights hereunder or 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 or such Subsidiary, by a trustee, receiver or any other Person under any law (including 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.


 




    	 	28	 



    	 



    

 


p.
Independent Nature of Buyers. The obligations of each Buyer hereunder are several and not joint with the obligations of
any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer hereunder.
Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder. The decision
of each Buyer to purchase the Shares and/or Preferred Shares pursuant to this Agreement has been made by such Buyer independently
of any other Buyer and independently of any information, materials, statements or opinions as to the business, affairs, operations,
assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company or any
of the Subsidiaries which may have been made or given by any other Buyer or by any agent or employee of any other Buyer, and no
Buyer or any of its agents or employees shall have any liability to any other Buyer (or any other Person or entity) relating to
or arising from any such information, materials, statements or opinions. Nothing contained herein, and no action taken by any
Buyer pursuant hereto or thereto (including a Buyer’s purchase of Shares and/or Preferred Shares at the Closing at the same
time as any other Buyer or Buyers), shall be deemed to constitute the Buyers as a partnership, an association, a joint venture
or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect
to such obligations or the transactions contemplated hereby. Each Buyer shall be entitled to independently protect and enforce
its rights, including the rights arising out of this Agreement and the other Transaction Documents, and it shall not be necessary
for any other Buyer to be joined as an additional party in any proceeding for such purpose. Each Buyer has been represented by
its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, Buyers and their respective counsels have chosen to communicate with the Company through Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C., counsel to the Placement Agent. Each Buyer acknowledges that Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
has rendered legal advice to the Placement Agent and not to such Buyer in connection with the transactions contemplated hereby,
and that each such Buyer has relied for such matters on the advice of its own respective counsel. The Company has elected to provide
all Buyers 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 Buyer.


 


q.
Interpretative Matters. Unless the context otherwise requires, (i) all references to Sections, Schedules or Exhibits are
to Sections, Schedules or Exhibits contained in or attached to this Agreement, (ii) each accounting term not otherwise defined
in this Agreement has the meaning assigned to it in accordance with GAAP, (iii) words in the singular or plural include the singular
and plural and pronouns stated in either the masculine, the feminine or neuter gender shall include the masculine, feminine and
neuter, (iv) the use of the word “including” in this Agreement shall be by way of example rather than limitation,
and (v) the word “or” shall not be exclusive. All statements as to factual matters contained in any certificate or
other instrument delivered by or on behalf of the Company pursuant to this Agreement or any of the other Transaction Documents
in connection with the transactions contemplated hereby or thereby shall be deemed to be representations and warranties by the
Company, as if made by the Company pursuant to Section 3 hereof, as of the date of such certificate or instrument (including
for purposes of Section 7 hereof).


 


*
* * * * *


 




    	 	29	 



    	 



    

 


IN
WITNESS WHEREOF, the Buyers and the Company have caused this Securities Purchase Agreement to be duly executed as of the date
first written above.


 


	 	COMPANY:
	 	 	 
	 	STEREOTAXIS,
    INC.
	 	 	 
	 	By:	/s/
    David Fischel
	 	Name:	David
    Fischel
	 	Title:
    	Chairman
    & CEO


 





[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



    	 



    


 


	 	BUYERS:
	 	 	 
	 	REDMILE
    CAPITAL OFFSHORE II MASTER FUND, LTD.
	 	 	 
	 	By:
    	Redmile
    Group, LLC, its investment manager
	 	 	 
	 	By:	/s/
    Josh Garcia
	 	Name:
    	Josh
    Garcia
	 	Title:
    	CFO


 





	 	Aggregate
    Share Purchase Price:	$3,246,380






	 	Number
    of Shares to be Acquired:	1,583,600






	 	Aggregate
    Preferred Share Purchase Price:	$5,544,268.05






	 	Number
    of Preferred Shares to be Acquired:	2,704,521




 








	 	Tax ID No.: 	



 




	 	Address
    for Notice: 
	 	c/o
    Redmile Group, LLC
	 	One
    Letterman Drive, Building D Suite D3-300 
	 	San
    Francisco, CA 94129
	 	Attn:
    General Counsel
	 	Email:
    operations@redmilegrp.com
	 	Tel:
    (415) 489-9980


 


Delivery
Instructions:


(if
different than above)


 


	 	Attn:
    Deborah Mullin 
	 	Morgan
    Stanley | Firmwide Ops 
	 	1300
    Thames Street, Thames Street Wharf, 5th Floor | Baltimore, MD 21231 
	 	Phone:
    +1 443 627-6131 
	 	Fax:
    +1 410 522-5429 
	 	Deborah.Mullin@morganstanley.com
    


 





[Signature
Page to Securities Purchase Agreement]




 




    	 	 	 



    	 



    

 


	 	BUYERS:
	 	 	 
	 	REDMILE
    STRATEGIC MASTER FUND, LP
	 	 	 
	 	By:
    	Redmile
    Group, LLC, its investment manager
	 	 	 
	 	By:
    	/s/
    Josh Garcia
	 	Name:
    	Josh Garcia
	 	Title:
    	CFO


 





	 	Aggregate
    Share Purchase Price:	$3,487,870






	 	Number
    of Shares to be Acquired: 	1,701,400






	 	Aggregate
    Preferred Share Purchase Price: 	$5,956,480






	 	Number
    of Preferred Shares to be Acquired: 	2,905,600




 




















	 	Tax ID No.:	


 








	 	Address
    for Notice: 
	 	c/o
    Redmile Group, LLC
	 	One
    Letterman Drive, Building D Suite D3-300 
	 	San
    Francisco, CA 94129
	 	Attn:
    General Counsel
	 	Email:
    operations@redmilegrp.com
	 	Tel:
    (415) 489-9980


 


Delivery
Instructions:


(if
different than above)


 


	 	Attn:
    Deborah Mullin 
	 	Morgan
    Stanley | Firmwide Ops 
	 	1300
    Thames Street, Thames Street Wharf, 5th Floor | Baltimore, MD 21231 
	 	Phone:
    +1 443 627-6131 
	 	Fax:
    +1 410 522-5429 
	 	Deborah.Mullin@morganstanley.com
    


 


[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



    	 



    


 


	 	BUYERS:
	 	 	 
	 	NAME
    OF BUYER:
	 	Opaleye
    L.P.
	 	 	 
	 	By
    :	/s/
    James Silverman
	 	Name:	James
    Silverman
	 	Title:
    	Founder


 








	 	Aggregate
    Share Purchase Price: 	$6,150,000    






	 	Number
    of Shares to be Acquired: 	3,000,000    






	 	Aggregate
    Preferred Share Purchase Price: 	






	 	Number
    of Preferred Shares to be Acquired:	


 





	   	Tax ID No.:	 
	 	 
	 	Address
    for Notice: 
	 	One
    Boston Place, 26th Fl. 
	 	Boston,
    MA 02108 
	       	 
	 	 
	 	Telephone
    No.: 	617-229-5085
    
	 	 
	 	Facsimile
    No.:	 
	 	 
	 	E-mail
    Address:	 
	 	 	 
	 	Attention:	 


 


	Delivery
    Instructions:	 
	(if
    different than above)	 
	 	 
	c/o
    _____________________________________________ 	 
	 	 
	Street:
    __________________________________________	 
	 	 
	City/State/Zip:
    ____________________________________	 
	 	 
	Attention:
    _______________________________________	 
	 	 
	Telephone
    No.: ___________________________________	 


 


[Signature
Page to Securities Purchase Agreement]


 




    	 	 	 



    	 



    

 


	 	BUYERS:
	 	 
	 	NAME
    OF BUYER:
	 	Whitney
    Capital Series Fund LLC 
	 	 
	 	By:	/s/
    Trina Geatz
	 	Name:
    	Trina
    Geatz
	 	Title:
    	Global
    Director of Operations


 


	 	Aggregate
    Share Purchase Price:	$235,893.50
    






	 	Number
    of Shares to be Acquired: 	115,070
    






	 	Aggregate
    Preferred Share Purchase Price:	N/A
    






	 	Number
    of Preferred Shares to be Acquired: 	N/A
    



 





	 	Tax ID No.:	 
	 	 
	 	Address
    for Notice: 
	 	460
    Park Ave., 19th Fl. 
	 	New
    York, NY 10022 
	 	 


 


	 	Telephone
    No.: 	516-942-2536
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	E-mail
    Address:	 
	 	 	 
	 	Attention:	 







 


	Delivery
    Instructions:	 
	(if
    different than above)	 



 


	c/o
    	JPMorgan
    Securities LLC 	 



 


	Street:
    	4
    chase Metrotech Center Fl. 3 	 



 


	City/State/Zip: 
    	Brooklyn,
    NY 11245 	 



 


	Attention:
    	Jeffrey
    Feit 	 



 


	Telephone
    No.: 	347-643-2348
    	 


 





[Signature
Page to Securities Purchase Agreement]







 




    	 	 	 



    	 



    

 





	 	BUYERS:
	 	 	 
	 	NAME
    OF BUYER:
	 	Schonfeld
    Fundamental Equity Fund LLC 
	 	 	 
	 	By:
    	/s/
    Trina Geatz 
	 	Name:
    	Trina
    Geatz
	 	Title:
    	Global
    Director of Operations


 








	 	Aggregate
    Share Purchase Price: 	$235,885.30
    



 


	 	Number
    of Shares to be Acquired: 	115,066
    



 


	 	Aggregate
    Preferred Share Purchase Price: 	N/A
    



 


	 	Number
    of Preferred Shares to be Acquired: 	N/A
    



 


	 	 
	 	Tax
    ID No.: ______________________________________
	 	 
	 	Address
    for Notice: 
	 	460
    Park Ave., 19th Fl. 
	 	New
    York, NY 10022 
	 	 



 


	 	 
	 	Telephone
    No.: 	516-942-2536
    



 


	 	Facsimile
    No.:	 



 


	 	E-mail
    Address:	 



 


	 	Attention:	 


 


Delivery
Instructions:





(if
different than above)


 





	c/o
    JPMorgan Securities LLC 	 
	Street:
    4 chase Metrotech Center Fl. 3 	 
	City/State/Zip:
    Brooklyn, NY 11245 	 
	Telephone
    No.: 347-643-2348 	 


 


[Signature Page to Securities Purchase Agreement]


 




    	 	 	 



     


    


 


	 	BUYERS:
	 	 	 
	 	NAME
    OF BUYER:
	 	Parkman
    HP Master Fund 
	 	 	 
	 	By:
    	Parkman
    Healthcare Partners LLC, Investment Manager
	 	 	 
	 	By:
    	/s/
    Michael Elgort 
	 	Name:
    	Michael
    Elgort
	 	Title:
    	CFO/COO
    of Investment Manager


 





	 	Aggregate
    Share Purchase Price: 	$143,221.20
    



 


	 	Number
    of Shares to be Acquired: 	69,864
    



 


	 	Aggregate
    Preferred Share Purchase Price:	N/A
    



 


	 	Number
    of Preferred Shares to be Acquired:	N/A
    



 


	 	Tax ID No.: 	 



 


	 	Address
    for Notice:
	 	700
    Canal Street, 2nd Floor
	 	Stamford,
    CT 06902
	 	 



 


	 	 
	 	Telephone
    No.:	(203)
    516-3704 



 


	 	Facsimile
    No.:	 



 


	 	E-mail
    Address:	 



 


	 	Attention:	 


 


	Delivery
    Instructions:	 
	(if
    different than above)	 
	 	 
	c/o
    JPMorgan Securities LLC 	 
	Street:
    4 chase Metrotech Center Fl. 3 	 
	City/State/Zip:
    Brooklyn, NY 11245 	 
	Attention:
    Jeffrey Feit 	 
	Telephone
    No.: 347-643-2348 	 


 


[Signature
Page to Securities Purchase Agreement]


 







    	 	 	 



     


    


 


SCHEDULE
OF BUYERS


 





	Buyer’s
    Name	 	Number
    of Shares	 	 	Number
    of Preferred Shares	 	 	Aggregate
    Purchase Price	 
	Redmile Strategic Master
    Fund, LP	 	 	1,701,400	 	 	 	2,905,600	 	 	$	9,444,350.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Redmile Capital Offshore II Master Fund,
    Ltd.	 	 	1,583,600	 	 	 	2,704,521	 	 	$	8,790,648.05	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Opaleye L.P.	 	 	3,000,000	 	 	 	—	 	 	$	6,150,000.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Whitney Capital Series Fund LLC	 	 	115,070	 	 	 	—	 	 	$	235,893.50	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Schonfeld Fundamental Equity Fund LLC	 	 	115,066	 	 	 	—	 	 	$	235,885.30	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Parkman HP Master Fund	 	 	69,864	 	 	 	—	 	 	$	143,221.20	 



 







    	 	 	 



     


    


 


SCHEDULES


 


Schedule
of Buyers


 


	Schedule
    3.c	 	Capitalization
	 	 	 
	Schedule
    3.e	 	No
    Conflicts
	 	 	 
	Schedule
    3.f	 	SEC
    Documents; Financial Statements
	 	 	 
	Schedule
    3.hi 	 	Litigation
	 	 	 
	Schedule
    3.n	 	Employee
    Relations
	 	 	 
	Schedule
    3.p	 	Intellectual
    Property Rights
	 	 	 
	Schedule
    3.w	 	Tax
    Status





 


EXHIBITS


 


	Exhibit
    A 	 	Certificate
    of Designation
	 	 	 
	Exhibit
    B 	 	Form
    of Registration Rights Agreement
	 	 	 
	Exhibit
    C 	 	Form
    of BCLP Opinion
	 	 	 
	Exhibit
    D 	 	Form
    of Lock-Up Agreement
	 	 	 
	Exhibit
    E 	 	List
    of Persons Signing Lock-Up Agreements


 




    	 	 	 



     


    


 


Schedule
3.c





Capitalization


 





	1.
    	The
    Company has issued to various holders (the “Convertible Holders”) 24,000 shares of the Company’s Series
    A convertible preferred stock (the “Preferred Shares”), pursuant to a Securities Purchase Agreement, dated September
    26, 2016 (the “2016 SPA”) between the Company and investors named therein. Pursuant to the 2016 SPA, the Convertible
    Holders have certain notice and participation rights with respect to Future Offerings (as defined therein) of the Company,
    including the offering of the Securities contemplated by this Agreement. Pursuant to Section 9(e) of the 2016 SPA, Convertible
    Holders representing a majority of the then-outstanding Preferred Shares have entered into a Waiver of Participation Rights
    and Consent on August 2, 2019, waiving the notice and participant rights set forth the 2016 SPA related to the offering under
    this Agreement for a period of 30 days from the effective date of such Waiver of Participation Rights and Consent.


 







    	 	 	 



     


    


 


Schedule
3.e





No
Conflicts


 


1.
Refer to the disclosure set forth on Schedule 3.c hereof.


 




    	 	 	 



     


    


 





Schedule
3.f





SEC
Documents; Financial Statements


 


1.
None


 




    	 	 	 



     


    


 





Schedule
3.i





Litigation


 





	1.
    	Werner
    v. Stereotaxis, Inc., 2:19-CV-06250-JFW-FFM, United States District Court for the Central District of California


 




    	 	 	 



     


    


 








Schedule
3.n





Employee
Relations


 


1.
None


 




    	 	 	 



     


    


 


Schedule
3.p





Intellectual
Property Rights


 


1.
See attached list of patents expiring within 3 years.


 




    	 	 	 



     


    



 


	5236-000013/US
    	 	6298257
    	 	22-Sep-1999
    	 	2-Oct-2001
    	 	22-Sep-2019
    	 	Cardiac
    Methods and System
	 	 	 	 	 	 	 	 	 	 	 
	5236-000211/US	 	6352363	 	16-Jan-2001	 	5-Mar-2002	 	16-Jan-2021	 	Shielded
    X-Ray Source, Method of Shielding an X-Ray Source, and Magnetic Surgical System with Shielded X-Ray Source
	 	 	 	 	 	 	 	 	 	 	 
	5236-000237/US
    	 	6662034	 	23-Apr-2001 	 	9-Dec-2003
    	 	17-Feb-2021	 	Magnetically
    Guideable Electrophysiology Catheter
	 	 	 	 	 	 	 	 	 	 	 
	5236-000313/US	 	6940379	 	25-Feb-2002
	 	6-Sep-2005	 	11-Apr-2020
    	 	 Magnets
    with Varying Magnetization Direction and Method of Making Such Magnets
	 	 	 	 	 	 	 	 	 	 	 
	5236-000300/US
    	 	6975197
    	 	23-Jan-2002	 	13-Dec-2005	 	17-Jun-2022
    	 	Rotating
    and Pivoting Magnet for Magnetic Navigation
	 	 	 	 	 	 	 	 	 	 	 
	5236-000644/US/COA
    	 	7161453	 	07-Dec-2005	 	9-Jan-2007	 	23-Jan-2022
    	 	Rotating
    and Pivoting Magnet for Magnetic Navigation


 




    	 	 	 



     


    


 


Schedule
3.w





Tax
Status


 


	1.
    	Jurisdictions
    where the Company has a permanent establishment or other fixed place of business, which are outside of its jurisdiction of
    incorporation:
	 	 
	 	Missouri,
    Minnesota, Netherlands, Japan, China, and Finland


 







    	 	 	 



     


    


 


Exhibit
A


 


Certificate
of Designation


 


See
Exhibit 3.1.


 




    	 	 	 



     


    


 


Exhibit
B


 


Form
of Registration Rights Agreement


 


See
Exhibit 10.2.


 




    	 	 	 



     


    


 


Exhibit
C


 


Form
of BCLP Opinion


 


 


	1.	Based
solely on a recently dated good standing certificate from the Delaware Secretary of State, the Company is validly existing as
a corporation and in good standing under the laws of the State of Delaware. Based solely on a recently dated good standing certificate
from the Missouri Secretary of State, the Company is duly qualified or admitted to transact business and is in good standing as
a foreign corporation in the State of Missouri.
	 	 
	2.	The
    Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents.
    The Company has the requisite corporate power and authority to issue the Securities in accordance with the terms of the Purchase
    Agreement, the Certificate of Designation and the other Transaction Documents. The filing of the Certificate of Designation
    and the execution and delivery of the Transaction Documents by the Company and the consummation by the Company of the transactions
    contemplated thereby, including the issuance of the Common Shares and the Preferred Shares and the reservation for issuance
    and the issuance of the Conversion Shares, have been duly authorized by the Company Board and no further consent or authorization
    is required by the Company Board or the Company’s stockholders. The Transaction Documents have been duly executed and
    delivered by the Company and the Certificate of Designation has been duly executed and properly filed by the Company with
    the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law (the “DGCL”)
    and has become effective under the DGCL. The Transaction Documents constitute the valid and binding obligations of the Company,
    enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, fraudulent
    conveyance or similar laws affecting creditors’ rights generally and general principles of equity.
	 	 
	3.	As
    of the date hereof, the authorized capital stock of the Company consists of (i) 300,000,000 shares of Common Stock, and (ii)
    10,000,000 shares of preferred stock, $0.001 par value, of which (A) 24,000 shares are designated as Series A Convertible
    Preferred Stock, 23,855 of which are issued and outstanding, and (B) 5,610,121 shares are designated as Series B Convertible
    Preferred Stock, none of which are issued and outstanding. The Securities have been duly authorized by all necessary corporate
    action. When issued in accordance with the terms of the Purchase Agreement, the Common Shares will be validly issued, fully
    paid and non-assessable, and will be free from all taxes and Liens with respect to the issuance thereof. When issued in accordance
    with the terms of the Purchase Agreement, the Preferred Shares will be validly issued, fully paid and non-assessable, and
    will be free from all taxes and Liens with respect to the issuance thereof. Upon conversion in accordance with the Certificate
    of Designation, the Conversion Shares will be validly issued, fully paid and nonassessable, and free from all taxes and Liens
    with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. For
    purposes of this paragraph 3, our opinion with respect to the issued and outstanding shares of Series A Convertible Preferred
    Stock is based solely on our review of a certificate of an officer of the Company, which serves as the transfer agent for
    the Series A Convertible Preferred Stock.
	 	 
	4.	Assuming
    (i) the accuracy of the representations and warranties of the Company and the Buyers set forth in the Purchase Agreement,
    and (ii) the due performance by the Company and the Buyers of the covenants and agreements set forth in the Purchase Agreement,
    based on current interpretations by the Staff of the Securities and Exchange Commission, (A) the offer, sale and delivery
    of the Securities by the Company under the circumstances contemplated by the Transaction Documents do not under existing law
    require the registration under the Securities Act of 1933, as amended, and (B) the issuance of the Conversion Shares by the
    Company upon conversion of the Preferred Shares under the circumstances contemplated by the Transaction Documents would not
    under existing law require the registration under the Securities Act of 1933, as amended, assuming such conversion took place
    on the date hereof.
	 	 
	5.	The
    execution and delivery by the Company of the Transaction Documents and the performance by the Company of its obligations and
    the consummation of the transactions contemplated thereby (including the issuance and sale of the Securities and the reservation
    for issuance and issuance of the Conversion Shares) thereunder do not result in any violation by the Company of (i) the provisions
    of the Charter, the Series A Certificate of Designations or Bylaws, (ii) any provision of applicable Federal or Delaware state
    statute or regulation that we, based on our experience, recognize as applicable to the Company in a transaction of this type,
    or (iii) to our knowledge, any order, writ, judgment or decree of any Federal or Delaware court or governmental authority
    or regulatory body having jurisdiction over the Company or by which any property or asset of the Company is bound or affected.
    No consent, approval, authorization or other action by, and no notice to or filing with, any Federal or Delaware State governmental
    authority or regulatory body pursuant to any Federal or Delaware State statute that we, based on our experience, recognize
    as applicable to the Company in a transaction of this type, is required for the due execution, delivery and performance by
    the Company of its obligations under, or the consummation of the transactions contemplated by, the Transaction Documents,
    except for the filings and other actions required pursuant to (y) Federal and state securities or blue sky laws, which have
    been obtained or made prior to the date hereof and are in full force and effect and such as are permitted by the Transaction
    Documents to be obtained or made after the Closing, or (z) the rules of the Financial Industry Regulatory Authority (“FINRA”),
    as to which we express no opinion.
	 	 
	6.	The
    Company is not, and immediately after giving effect to the sale of the Securities in accordance with the Agreement will not
    be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.


 







    	 	 	 



     


    


 


Exhibit
D


 


Form
of Lock-Up Agreement


 




    	 	 	 



     


    


 


August
5, 2019


 


Cowen
and Company, LLC


 


As
Placement Agent





599
Lexington Avenue





New
York, New York 10022


 


Re:
Stereotaxis, Inc. – Lock-Up Agreement


 


Dear
Sirs and Madams:


 


This
agreement (the “Agreement”) is being delivered to you in connection with a proposed Securities Purchase Agreement
(the “Securities Purchase Agreement”), to be entered into by and between Stereotaxis, Inc., a Delaware corporation
(the “Company”) and the several purchasers identified therein (each, including its successors and assigns, a “Purchaser”
and collectively, the “Purchasers”), in which Cowen and Company, LLC (“Cowen”) will act as the placement
agent with respect to the private placement (the “Offering”) of shares of the common stock, par value $0.001 per share
(the “Common Stock”), and shares of the Series B convertible preferred stock, par value $0.001 per share (the “Preferred
Stock,” and together with the Common Stock, the “Shares”) of the Company.








 


In
order to induce the Purchasers to enter into the Securities Purchase Agreement, and in light of the benefits that the Offering
will confer upon the undersigned in his, her or its capacity as a securityholder and/or an officer, director or employee of the
Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees that, during the period beginning on the date hereof through and including the date that is the 90th day after the date
of the Securities Purchase Agreement (the “Lock-Up Period”), the undersigned will not, and will cause all affiliates
(as defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) of the undersigned
or any person in privity with the undersigned or any affiliate of the undersigned not to, without the prior written consent of
Cowen, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or publicly
announce the intention to otherwise dispose of, any Shares (including, without limitation, Shares which may be deemed to be beneficially
owned by the undersigned (the “Beneficially Owned Shares”) in accordance with the rules and regulations promulgated
under the Securities Exchange Act of 1934, as the same may be amended or supplemented from time to time (the “Exchange Act”))
or securities convertible into or exercisable or exchangeable for Common Stock, 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 and the rules and regulations
of the Securities and Exchange Commission promulgated thereunder, (ii) enter into any swap, hedge or similar agreement or arrangement
that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone other
than the undersigned) in whole or in part, the economic risk of ownership of the Beneficially Owned Shares or securities convertible
into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect
to which the undersigned has or hereafter acquires the power of disposition (the “Prohibited Activity”), (iii) engage
in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, or (iv)
seek to convert or effect the conversion of or exercise of any securities convertible into or exercisable for Common Stock (including,
but not limited to, any Preferred Stock or warrants to purchase Common Stock of the Company). The foregoing restriction is expressly
agreed to preclude the undersigned, and any affiliate of the undersigned and any person in privity with the undersigned or any
affiliate of the undersigned, from engaging in any hedging or other transaction which is designed to or which reasonably could
be expected to lead to or result in a sale or disposition of the Beneficially Owned Shares even if the Beneficially Owned Shares
would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include, without
limitation, any short sale or any purchase, sale or grant of any right (including, without limitation, any put or call option)
with respect to any of the Beneficially Owned Shares or with respect to any security that includes, relates to, or derives any
significant part of its value from the Beneficially Owned Shares. The undersigned represents and warrants that the undersigned
is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement
that is designed to or which reasonably could be expected to lead to or result in any Prohibited Activity during the Lock-Up Period.
The restrictions set forth in the preceding paragraphs shall not apply to:


 


(1)
if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate
family (as defined below) of the undersigned or to a trust for the direct or indirect benefit of the undersigned or members of
the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned or (c) as a bona
fide gift to a charity or educational institution, if, in any such case, such transfer is not for value,


 






    	 	 	 



     


    

 


(2)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder,
partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such
transfer is not for value,


 


(3)
if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the
undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of
the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case
may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding
the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business
entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value,


 


(4)
the entry, by the undersigned, at any time on or after the date of the Securities Purchase Agreement, of any trading plan providing
for the sale of Common Stock by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange
Act, provided, however, that such plan does not provide for, or permit, the sale of any Common Stock during the Lock-up Period
and no public announcement or filing is voluntarily made or required regarding such plan during the Lock-Up Period,


 


(5)
any transfers made by the undersigned to the Company to satisfy tax withholding obligations pursuant to the Company’s equity
incentive plans or arrangements disclosed in the Company’s periodic reports (as filed with the Securities and Exchange Commission)
in connection with the vesting or exercise of the Company’s securities issued pursuant to such plan or arrangements,


 


(6)
any transfer effected pursuant to any exchange of “underwater” options with the Company, or


 


(7)
any deemed transfer of fractional shares in connection with any cash payment in lieu of fractional shares made in connection with
any reverse stock split effected by the Company;


 


provided,
however, that in the case of any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that
(A) the transferee agrees to be bound in writing by the restrictions set forth herein (it being understood that any references
to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family
of the undersigned and not to the immediate family of the transferee) and otherwise satisfactory in form and substance to Cowen,
and (B) in the case of any transfer described in clause (1), (2), (3) or (6) above, if the undersigned is required to file a report
under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock or Beneficially
Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares during
the Lock-Up Period, the undersigned shall include a statement in such report to the effect that, (A) in the case of any transfer
pursuant to clause (1) above, such transfer is being made as a gift or by will or intestate succession, (B) in the case of any
transfer pursuant to clause (2) above, such transfer is being made to a stockholder, partner or member of, or owner of a similar
equity interest in, the undersigned and is not a transfer for value, (C) in the case of any transfer pursuant to clause (3) above,
such transfer is being made either (a) in connection with the sale or other bona fide transfer in a single transaction of all
or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity
interests, as the case may be, or all or substantially all of the undersigned’s assets or (b) to another corporation, partnership,
limited liability company or other business entity that is an affiliate of the undersigned and such transfer is not for value,
and (D) in the case of any transfer pursuant to clause (6) above, such transfer is being made to satisfy tax withholding obligations.
For purposes of this paragraph, “immediate family” shall mean any relationship by blood, marriage or adoption, not
more remote than first cousin; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act.


 




    	 	 	 



     


    


 





For
the avoidance of doubt, nothing in this Agreement prohibits the undersigned from exercising any options or warrants to purchase
Common Stock (which exercises may be effected on a cashless basis to the extent the instruments representing such options or warrants
permit exercises on a cashless basis), it being understood that any Common Stock issued upon any such exercise will be subject
to the restrictions of this Agreement.


 


In
order to enable the restrictions set forth herein to be enforced, the undersigned hereby consents to the placing of legends or
stop transfer instructions with the Company’s transfer agent with respect to any Common Stock or securities convertible
into or exercisable or exchangeable for Common Stock that are held on the books of the transfer agent.


 


The
undersigned further agrees that it will not, during the Lock-Up Period, make any demand or request for or exercise any right with
respect to the registration under the Securities Act of any shares of Common Stock or other Beneficially Owned Shares or any securities
convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares.


 


The
undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement and
that this Agreement has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned
and is a valid and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and
shall survive the death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.


 


The
undersigned acknowledges that the execution, delivery and performance of this Lock-Up Agreement is a material inducement to each
Buyer to complete the transactions contemplated by the Securities Purchase Agreement and that Cowen shall be entitled to specific
performance of the undersigned’s obligations hereunder.


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made
and to be performed in such state.


 


If
(i) the Company notifies Cowen in writing that it does not intend to proceed with the Offering, (ii) the Securities Purchase Agreement
is not executed by August 15, 2019, or (iii) the Securities Purchase Agreement (other than the provisions thereof which survive
termination) shall terminate or be terminated for any reason prior to payment for and delivery of any Shares to be sold thereunder,
then this Agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her
obligations under this Agreement. The undersigned acknowledges and agrees that whether or not any Offering actually occurs depends
on a number of factors, including market conditions.


 


[Signature
page follows]


 




    	 	 	 



     


    


 


	 	Very
    truly yours,
	 	 
	 	 
	 	Signature
	 	 
	 	 
	 	If
    signing in an individual capacity:
	 	 
	 	 
	 	Name
    of Stockholder (Please Print)
	 	 
	 	If
    not signing in an individual capacity:
	 	 
	 	 
	 	Name
    of Authorized Signatory of Stockholder (Please Print)
	 	 
	 	 
	 	Title
    of Authorized Signatory of Stockholder (Please Print)
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 


 


 




    	 	 	 



     


    


 


Exhibit
E


 


List
of Persons Signing Lock-Up Agreements


 


Board


David
W. Benfer





David
L. Fischel





Nathan
Fischel





Joe
Kiani





Ross
B. Levin





Arun
S. Menawat, Ph.D.





Robert
J. Messey


 


Executive
officers 





Marty
Stammer





Kevin
Barry