Exhibit 4.18


 


[●] Shares


 


PROTEA
BIOSCIENCES GROUP, INC.


 


Common Stock


 


UNDERWRITING
AGREEMENT


 


[●], 2016


 


Laidlaw & Company (UK) Ltd.


as Representative of the several

Underwriters named in Schedule I hereto


 


c/o Laidlaw & Company (UK) Ltd.


546 Fifth Avenue, 5th Floor

New York, New York 10036


 


Ladies and Gentlemen:


 


Protea Biosciences
Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained
in this agreement (this “Agreement”), to sell to you and the other underwriters named on Schedule
I hereto (collectively, the “Underwriters”), for whom you are acting as Representative (the “Representative”),
an aggregate of [●] shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par
value per share (which, after giving effect to the Stock Split (as defined in Section 2(r) of this Agreement) is hereinafter referred
to as the “Common Stock”). The respective amounts of the Firm Shares to be purchased by each of the
several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant
to the Underwriters an option to purchase up to an additional [●] shares (the “Option Shares”)
of Common Stock from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The
Firm Shares and the Option Shares are collectively referred to herein as the “Shares.”


 


The Company has prepared
and filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of
1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”)
adopted by the Commission, a Registration Statement (as hereinafter defined) on Form S-1 (No. 333-211674), including a Preliminary
Prospectus (as hereinafter defined), and such amendments thereof as may have been required to the date of this Agreement. Copies
of such Registration Statement (including all amendments thereof) and of the related Preliminary Prospectus have heretofore been
delivered by the Company to you. The term “Preliminary Prospectus” means any preliminary prospectus
included at any time as a part of the Registration Statement or filed with the Commission by the Company pursuant to Rule 424(a)
of the Rules. The term “Registration Statement” as used in this Agreement means the initial registration
statement (including all exhibits, financial schedules and all documents and information deemed to be a part of the Registration
Statement), as amended at the time and on the date it becomes effective (the “Effective Date”), including
the information (if any) contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) of the Rules
and deemed to be part thereof at the time of effectiveness pursuant to Rule 430A of the Rules. If the Company has filed an abbreviated
registration statement to register additional Shares pursuant to Rule 462(b) under the Rules (the “462(b) Registration
Statement”), then any reference herein to the Registration Statement shall also be deemed to include such 462(b)
Registration Statement. The term “Prospectus” as used in this Agreement means the prospectus in the
form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rules is relied on, the term
Prospectus shall also include the final prospectus filed with the Commission pursuant to and within the time limits described
in Rule 424(b) of the Rules.


 






     


     

    

 


The Company understands
that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Statutory Prospectus
(as hereinafter defined) and the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representative
deems advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to
be distributed each Preliminary Prospectus, and each Issuer Free Writing Prospectus (as hereinafter defined) and are authorized
to distribute the Prospectus (as from time to time amended or supplemented if the Company furnishes amendments or supplements
thereto to the Underwriters).


 


1.          Sale,
Purchase, Delivery and Payment for the Shares. On the basis of the representations, warranties and agreements contained in,
and subject to the terms and conditions of, this Agreement:


 


(a)          The
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly,
to purchase from the Company, at a purchase price of $[●] per share (the “Initial Price”), the
number of Firm Shares set forth opposite the name of such Underwriter under the column “Number of Firm Shares to be Purchased”
on Schedule I hereto, subject to adjustment in accordance with Section 8.


 


(b)          The
Company hereby grants to the Representative an option to purchase, severally and not jointly, all or any part of the Option Shares
at the Initial Price. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters
and may be exercised in whole or in part at any time and from time to time within 45 days after the date of this Agreement, in
each case upon written, facsimile transmission or e-mail notice, or verbal or telephonic notice confirmed by written, facsimile
transmission or e-mail notice, by the Representative to the Company no later than 12:00 noon, New York City time, on the business
day before the Firm Shares Closing Date (as hereinafter defined) or at least two business days before the Option Shares Closing
Date (as hereinafter defined), in each case for Option Shares to be delivered on such date, setting forth the number of Option
Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.


 


(c)          Payment
of the purchase price for, and delivery of the Firm Shares in accordance with Section 1(e), shall be made at the offices
of Laidlaw & Company (UK) Ltd., 546 Fifth Avenue, 5th Floor, New York, New York 10036, at 10:00 a.m., New York
City time, on the third (fourth, if the pricing occurs after 4:30 P.M. (New York City time) on any given day) business day following
the date of this Agreement or at such time on such other date, not later than five business days after the date of this Agreement
(unless postponed in accordance with the provisions of Section 8), as shall be agreed upon by the Company and the Representative
(such time and date of delivery and payment are called the “Firm Shares Closing Date”). In addition,
in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price, and delivery
of the Option Shares in accordance with Section 1(e) shall be made at the above-mentioned offices, or at such other place
as shall be agreed upon by the Representative and the Company, on each date of delivery as specified in the notice from the Representative
to the Company (such time and date of delivery and payment are called the “Option Shares Closing Date”).
The Firm Shares Closing Date and any Option Shares Closing Date are called, individually, a “Closing Date”
and, together, the “Closing Dates.”


 






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(d)          Payment
shall be made to the Company by wire transfer of immediately available funds or by certified or official bank check or checks
payable in New York Clearing House (same day) funds drawn to the order of the Company against delivery of the respective certificates
to the Representative for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them.


 


(e)          The
Shares shall be registered in such names and shall be in such denominations as the Representative shall request at least two full
business days before the Firm Shares Closing Date or, in the case of Option Shares, on the day of notice of exercise of the option
as described in Section 1(b) and shall be delivered by or on behalf of the Company to the Representative through the facilities
of the Depository Trust Company (“DTC”) for the account of each Underwriter.


 


(f)          The
Company hereby agrees to issue and sell to the Representative (and/or its designees) on the Firm Shares Closing Date a warrant
to purchase an aggregate of [●] shares of Common Stock, representing 5% of the Firm Shares (excluding the Option Shares),
for an aggregate purchase price of $100.00 (the “Representative’s Warrant”). The Representative’s
Warrant, in the form attached hereto as Exhibit C, shall be exercisable, in whole or in part, commencing on the date
that is six months after the effective date of the Registration Statement and expiring on the five-year anniversary of the effective
date of the Registration Statement at an initial exercise price per share of Common Stock of $[●], which is equal to 100%
of the Initial Price. The Representative’s Warrant and the shares of Common Stock issuable upon exercise thereof are hereinafter
referred to together as the “Representative’s Securities”. The Representative understands and
agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Securities
during the 180 days after the effective date of the Registration Statement and by its acceptance thereof shall agree that it will
not sell, transfer, assign, pledge or hypothecate the Representative’s Securities, or any portion thereof, or be the subject
of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the
Representative’s Securities for a period of 180 days following the effective date of the Registration Statement to anyone
other than (i) an Underwriter or a selected dealer in connection with the Offering, or (ii) a bona fide officer or partner of
the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the foregoing lock-up
restrictions. The Representative’s Warrant shall be issued in the name or names and in such authorized denominations as
the Representative may request.


 


2.          Representations
and Warranties of the Company. The Company represents and warrants to each Underwriter as of the date hereof, as of the Firm
Shares Closing Date and as of each Option Shares Closing Date (if any), as follows:


 






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(a)          On
the Effective Date, the Registration Statement complied, and on the date of the Prospectus, the date any post-effective amendment
to the Registration Statement becomes effective, the date any supplement or amendment to the Prospectus is filed with the Commission
and each Closing Date, the Registration Statement and the Prospectus (and any amendment thereof or supplement thereto) will comply,
in all material respects, with the requirements of the Securities Act and the Rules and the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder. The Registration
Statement did not, as of the Effective Date, contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements therein not misleading; and on the Effective Date and
the other dates referred to above, neither the Registration Statement nor the Prospectus, nor any amendment thereof or supplement
thereto, will contain any untrue statement of a material fact or will omit to state any material fact required to be stated therein
or necessary in order to make the statements therein not misleading. When any Preliminary Prospectus was first filed with the
Commission (whether filed as part of the Registration Statement or any amendment thereto or pursuant to Rule 424(a) of the Rules)
and when any amendment thereof or supplement thereto was first filed with the Commission, such Preliminary Prospectus as amended
or supplemented complied in all material respects with the applicable provisions of the Securities Act and the Rules and did not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading. If applicable, each Preliminary Prospectus and the Prospectus delivered
to the Underwriters for use in connection with the offering of the Shares was identical to the electronically transmitted copies
thereof filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system
(“EDGAR”), except to the extent permitted by Regulation S-T. Notwithstanding the foregoing, none of
the representations and warranties in this Section 2(a) shall apply to statements in, or omissions from, the Registration
Statement, any Preliminary Prospectus or the Prospectus made in reliance upon, and in conformity with, information herein or otherwise
furnished in writing by the Representative on behalf of the several Underwriters specifically for use in the Registration Statement,
any Preliminary Prospectus or the Prospectus, as the case may be. With respect to the preceding sentence, the Company acknowledges
that the only information furnished in writing by the Representative on behalf of the several Underwriters for use in the Registration
Statement, any Preliminary Prospectus or the Prospectus consists of the following information: (i) the names of the several Underwriters,
[(ii) the statements contained under the subcaptions entitled (A) “Stabilization, Short Positions and Penalty Bids”
and (B) “Electronic Distribution” under the caption “Underwriting” in the Prospectus, (iii) the concession
and reallowance figures appearing in the first paragraph under the subcaption “Commissions and Discounts” under the
caption “Underwriting” in the Prospectus; (collectively, the “Underwriter Information”).


 


(b)          As
of the Applicable Time (as hereinafter defined), none of (i) the information set forth on Schedule II hereto and the Statutory
Prospectus, all considered together (collectively, the “General Disclosure Package”), (ii) any individual
Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (iii) any individual Written
Testing-the -Waters Communication (as hereinafter defined), when considered together with the General Disclosure Package, included
or includes as of their dates any untrue statement of a material fact or omitted, omits or will omit to state any material fact
required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements
in or omissions in the General Disclosure Package made in reliance upon and in conformity with written information furnished to
the Company through the Representative by or on behalf of any Underwriter specifically for inclusion therein, which information
the parties hereto agree is limited to the Underwriter Information.


 






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Each Issuer Free Writing
Prospectus, including any electronic road show (including without limitation any “bona fide electronic road show”
as defined in Rule 433(h)(5) under the Securities Act) (each, a “Road Show”) (i) is identified in Schedule
III hereto, and (ii) complied when issued, and complies, in all material respects with the requirements of the Securities
Act, the Rules and the Exchange Act and the rules and regulations of the Commission thereunder. The Company has made at least
one version of the Road Show available without restriction by means of graphic communication to any person, including any potential
investor in the Shares (and if there is more than one version of a Road Show for the offering that is a written communication,
the version available without restriction was made available no later than the other versions).


 


As used in this Section
and elsewhere in this Agreement:


 


“Applicable
Time” means [●]:00 [a.m.]/[p.m.] (Eastern time) on the date of this Agreement.


 


“Statutory
Prospectus” as of any time means the Preliminary Prospectus relating to the Shares that is included in the Registration
Statement immediately prior to the Applicable Time.


 


“Issuer
Free Writing Prospectus” means each “free writing prospectus” (as defined in Rule 405 of the Rules)
prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of the Shares, including,
without limitation, each Road Show.


 


(c)          The
Registration Statement is effective under the Securities Act and no stop order preventing or suspending the effectiveness of the
Registration Statement or suspending or preventing the use of any Preliminary Prospectus, the Prospectus or any “free writing
prospectus”, as defined in Rule 405 under the Rules, has been issued by the Commission and no proceedings for that purpose
have been instituted or are threatened under the Securities Act. Any required filing of any Preliminary Prospectus and/or the
Prospectus and any supplement thereto pursuant to Rule 424(b) of the Rules has been or will be made in the manner and within the
time period required by such Rule 424(b). The Company has not, directly or indirectly, distributed and will not distribute any
offering material in connection with the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus
and other materials, if any, permitted under the Securities Act and consistent with Section 4(a) below. Any material required
to be filed by the Company pursuant to Rule 433(d) or Rule 163(b)(2) of the Rules has been or will be made in the manner and within
the time period required by such Rules.


 


(d)          Each
Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the public
offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representative, as described
in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with
the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus.


 






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If at any time following
issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer
Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Statutory
Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state
a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative
and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.


 


(e)          The
financial statements of the Company (including all notes and schedules thereto) included in the Registration Statement, the Statutory
Prospectus and Prospectus present fairly the financial position of the Company at the dates indicated and the statement of operations,
stockholders’ equity and cash flows of the Company for the periods specified; and such financial statements and related
schedules and notes thereto, and the unaudited financial information filed with the Commission as part of the Registration Statement,
have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”),
consistently applied throughout the periods involved. No other financial statements or supporting schedules or exhibits are required
by Regulation S-X to be described or included in the Registration Statement, the General Disclosure Package or the Prospectus.
The summary and selected financial data included in the Statutory Prospectus and Prospectus present fairly the information shown
therein as at the respective dates and for the respective periods specified and have been presented on a basis consistent with
the consolidated financial statements set forth in the Prospectus and other financial information. The pro forma financial information
included in the Registration Statement, the Statutory Prospectus and the Prospectus present fairly the information shown therein,
have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial information
and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable
and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All
disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation
G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration
Statement, the General Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements,
obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons
that may have a material current or, to the Company’s knowledge, future effect on the Company’s financial condition,
results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company has not
incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in
the ordinary course of business, (ii) the Company has not declared or paid any dividends or made any distribution of any kind
with respect to its capital stock, (iii) there has not been any change in the capital stock of the Company, or, other than in
the ordinary course of business, any grants under any stock compensation plan, and (iv) there has not been any Material Adverse
Change in the Company’s long-term or short-term debt.


 






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(f)          Schneider
Downs & Co., Inc. (the “Auditor”) whose reports are filed with the Commission as a part of the Registration
Statement, are and, during the periods covered by their reports, were independent public accountants as required by the Securities
Act and the Rules.


 


(g)          The
Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Company has
all requisite corporate power and authority to carry on its business as is currently being conducted as described in the Statutory
Prospectus and the Prospectus, and to own, lease and operate its properties. The Company holds no equity interest in any other
corporation, partnership, joint venture, association or other business organization. The Company is duly qualified to do business
and is in good standing as a foreign corporation in each jurisdiction in which the nature of the business conducted by it or location
of the assets or properties owned, leased or licensed by it requires such qualification, except for such jurisdictions where the
failure to so qualify individually or in the aggregate would not have a material adverse effect on the assets, properties, condition,
financial or otherwise, or in the results of operations, business affairs or business prospects of the Company (a “Material
Adverse Effect”); and to the Company’s knowledge, no proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing, or seeking to revoke, limit or curtail, such power and authority or qualification.


 


(h)          The
Company has all requisite corporate power and authority, and all necessary authorizations, approvals, consents, orders, licenses,
certificates and permits of and from all governmental or regulatory bodies or any other person or entity (collectively, the “Permits”),
to own, lease and license its assets and properties and conduct its business, all of which are valid and in full force and effect,
except where the lack of such Permits, individually or in the aggregate, would not have a Material Adverse Effect. The Company
has fulfilled and performed in all material respects all of its obligations with respect to such Permits and no event has occurred
that allows, or after notice or lapse of time would allow, revocation or termination thereof or results in any other material
impairment of the rights of the Company thereunder. Except as may be required under the Securities Act and state and foreign Blue
Sky laws, no other Permits are required to enter into, deliver and perform this Agreement and to issue and sell the Shares.


 


(i)          (i)
At the time of filing the Registration Statement and (ii) at the date hereof, the Company was not and is not an “ineligible
issuer,” as defined in Rule 405 of the Rules.


 






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(j)          Except
as disclosed in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus, the Company
owns or possess adequate rights to use all patents, patent applications, patent rights, licenses, inventions, copyrights, know-how
(including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures),
trademarks, trademark registrations, service marks, service mark registrations, trade names, mask work rights and other intellectual
property necessary to carry on the business now operated by it or proposed to be operated by it as described in the Registration
Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus (collectively, the “Intellectual
Property”). Except as disclosed in the Registration Statement, the General Disclosure Package, the Statutory Prospectus
and the Prospectus, there is no litigation or other proceeding pending or, to the Company’s knowledge, threatened and no
claims are presently being asserted by any third party challenging or questioning the ownership, validity, or enforceability of
the Company’s right to use or own any Intellectual Property or asserting that the use of the Intellectual Property by the
Company or the operation of the Company’s business infringes upon or misappropriates any asserted rights of a third party,
and to the Company’s knowledge, there are no facts which would form a reasonable basis for any such claim. The Company has
not received a notice (written or otherwise) that any of the Intellectual Property has expired, been terminated or abandoned.
To the Company’s knowledge, there is no infringement of or conflict with asserted rights of others with respect to any of
the Company’s Intellectual Property or the operation of the Company’s business. To the Company’s knowledge,
there are no facts or circumstances which would render any of the Company’s Intellectual Property invalid or inadequate
to protect the interests of the Company therein, or with respect to the patent applications contained in the Intellectual Property,
unpatentable. Except as would not, individually or in the aggregate, have a Material Adverse Effect, to the Company’s knowledge,
(i) there is no infringement by third parties engaged in commercial activity of any Intellectual Property of the Company relating
to the Company’s business, and (ii) there are no non-commercial activities being performed by any third parties which, upon
commercialization thereof, would reasonably be expected to infringe on the Intellectual Property of the Company. The Company has
taken all steps reasonably necessary to perfect its ownership of and interest in the Intellectual Property. All licenses for the
use of the Company’s Intellectual Property described in the General Disclosure Package and the Prospectus are valid, binding,
and enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to enforceability,
to general principles of equity and, with respect to equitable relief, the discretion of the court before which any proceeding
therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and with respect to
indemnification thereunder, except as rights may be limited by applicable law or policies underlying such law. The Company has
complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of any
Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other person to any
Intellectual Property license. The Company has taken all reasonable actions to obtain ownership of all works of authorship and
inventions made by its employees, consultants and contractors during the time they were employed by or under contract with the
Company and which relate to the Company’s business. All key employees have signed confidentiality and invention assignment
agreements with the Company.


 


(k)          The
Company has good and marketable title in fee simple to all real property, or has valid and marketable rights to lease or otherwise
use, all items of real and personal property and assets that are material to the business of the Company, in each case free and
clear of all liens, encumbrances, claims, security interests and defects, except such as do not materially affect the value of
such property or materially interfere with the use made or proposed to be made of such property by the Company. All property held
under lease by the Company is held by it under valid, existing and enforceable leases, free and clear of all liens, encumbrances,
claims, security interests and defects, except such as are not material or do not materially interfere with the use made or proposed
to be made of such property by the Company.


 






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(l)          Since
the date of the most recent financial statements of the Company included in the Registration Statement, the General Disclosure
Package, the Statutory Prospectus and the Prospectus: (i) there has not been any event which would have a Material Adverse Effect;
(ii) the Company has not sustained any material loss or interference with its assets, businesses or properties (whether owned
or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, or from any labor dispute
or any court or legislative or other governmental action, order or decree; and (iii) the Company has not (A) issued any securities
or incurred any liability or obligation, direct or contingent, for borrowed money, except such liabilities or obligations incurred
in the ordinary course of business, (B) entered into any transaction not in the ordinary course of business, or (C) declared or
paid any dividend or made any distribution on any shares of its stock, except in each case as disclosed in the Registration Statement,
the General Disclosure Package, the Statutory Prospectus and the Prospectus.


 


(m)          There
is no document, contract or other agreement required to be described in the Registration Statement, the Statutory Prospectus or
the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required by the Securities
Act or Rules. Each description of a contract, document or other agreement in the Registration Statement, the Statutory Prospectus
or the Prospectus accurately reflects in all material respects the terms of the underlying contract, document or other agreement.
Each contract, document or other agreement described in the Registration Statement, the Statutory Prospectus or the Prospectus
or listed in the exhibits to the Registration Statement to which the Company is a party or to which its assets are bound is in
full force and effect and is valid and enforceable by and against the Company in accordance with its terms except as enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws relating
to or affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity
and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless
of whether enforcement is sought in a proceeding at law or in equity), and with respect to indemnification thereunder, except
as rights may be limited by applicable law or policies underlying such law. The Company is not and, to the Company’s knowledge,
no other party is, in material default in the observance or performance of any term or obligation to be performed by it under
any such agreement, and no event has occurred which with notice or lapse of time or both would constitute such a material default.
No material default exists, and no event has occurred which with notice or lapse of time or both would constitute a material default,
in the due performance and observance of any term, covenant or condition, by the Company of any other agreement or instrument
to which the Company is a party or by which the Company or its properties or business may be bound or affected.


 


(n)          The
statistical and market related data included in the Registration Statement, the Statutory Prospectus or the Prospectus are based
on or derived from sources that the Company believes to be reliable and accurate.


 


(o)          The
Company is not (i) in violation of its certificate of incorporation, by-laws or other organizational documents, (ii) in default
under, and no event has occurred which, with notice or lapse of time, or both, would constitute a default under, or result in
the creation or imposition of any lien, charge, mortgage, pledge, security interest, claim, limitation on voting rights, equity,
trust or other encumbrance, preferential arrangement, defect or restriction of any kind whatsoever, upon, any property or assets
of the Company pursuant to, any bond, debenture, note, indenture, mortgage, deed of trust, loan agreement or other agreement or
instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, or (iii) in
violation of any statute, law, rule, regulation, ordinance, directive, judgment, decree or order of any judicial, regulatory or
other legal or governmental agency or body, foreign or domestic, except (in the case of clauses (ii) and (iii) above) for violations
or defaults that would not have a Material Adverse Effect.


 






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(p)          This
Agreement has been duly authorized, executed and delivered by the Company.


 


(q)          Neither
the execution, delivery and performance of this Agreement by the Company nor the consummation of any of the transactions contemplated
hereby (including, without limitation, the Stock Split (as defined below) and the issuance and sale by the Company of the Shares)
will (i) give rise to a right to terminate or accelerate the due date of any payment due under, or conflict with or result in
the breach of any term or provision of, or constitute a default (or an event which, with notice or lapse of time or both, would
constitute a default) under, or result in the execution or imposition of any lien, charge or encumbrance upon any properties or
assets of the Company pursuant to the terms of, any indenture, mortgage, deed of trust or other agreement or instrument to which
the Company is a party or by which the Company or any of its properties or businesses is bound, or any franchise, license, permit,
judgment, decree, order, statute, rule or regulation applicable to the Company, except in each case as would not have a Material
Adverse Effect; or (ii) violate any provision of the charter or by-laws of the Company.


 


(r)          Upon
completion of the reverse stock split as described under “Reverse Stock Split” in the General Disclosure Package,
the Statutory Prospectus and the Prospectus (the “Stock Split”), the Company has authorized and outstanding
capital stock as set forth under the captions “Capitalization” in the Statutory Prospectus and the Prospectus. All
of the issued and outstanding shares of Common Stock have been duly and validly issued, are fully paid and nonassessable and are
not subject to any statutory preemptive or other similar rights that have not been duly waived or satisfied. The Shares, when
issued and paid for by the Underwriters pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable
and none of them will be issued in violation of any preemptive or other similar right. The shares of Common Stock issuable upon
exercise of the Representative’s Warrant will be, upon issuance of the Representative’s Warrant, duly authorized and
validly reserved for issuance upon exercise of the Representative’s Warrant in a number sufficient to meet the exercise
requirement thereunder and, when paid for and issued in accordance with the terms of the Representative’s Warrant, such
shares of Common Stock will be duly and validly issued, fully paid and nonassessable. The Shares and Representative’s Securities
conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Pricing Disclosure
Package and the Prospectus. Except as disclosed in or expressly contemplated by the Registration Statement, the General Disclosure
Package, the Statutory Prospectus and the Prospectus, there is no outstanding option, warrant or other right calling for the issuance
of, and there is no commitment, plan or arrangement to issue, any share of stock of the Company or any security convertible into,
or exercisable or exchangeable for, such stock. All grants of options to acquire Common Stock outstanding as of the date hereof
(each, a “Company Stock Option”) were validly issued and properly approved by the Board of Directors
of the Company in compliance in all material respects with all applicable laws and the terms of the plans under which such Company
Stock Options were issued and were recorded on the Company’s financial statements, in accordance with GAAP. The Common Stock
and the Shares conform in all material respects to all statements in relation thereto contained in the Registration Statement,
the Statutory Prospectus and the Prospectus.


 






    	 	10	 



     

    

 


(s)          Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, no holder of any security of the Company
has any right, which has not been waived, to have any security owned by such holder included in the Registration Statement or
to demand registration of any security owned by such holder for a period of 180 days after the date of this Agreement.


 


(t)          Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, there is no legal or governmental proceeding
to which the Company is a party or of which any property or assets of the Company is the subject, including any proceeding before
the FDA or comparable federal, state, local or foreign governmental bodies (it being understood that the interaction between the
Company and the FDA and such comparable governmental bodies relating to the clinical development and product approval process
shall not be deemed proceedings for purposes of this representation), which is required to be described in the Registration Statement,
the General Disclosure Package or the Prospectus and is not described therein, or which, singularly or in the aggregate, if determined
adversely to the Company, would have a Material Adverse Effect; and to the Company’s knowledge, no such proceedings are
threatened, by governmental authorities or others.


 


(u)          All
necessary corporate action has been duly and validly taken by the Company to authorize the execution, delivery and performance
of this Agreement by the Company and the issuance and sale of the Shares and the Representative’s Warrant (including the
shares of Common Stock issuable upon exercise of the Representative’s Warrant) by the Company.


 


(v)         The
Company is not involved in any labor dispute nor, to the knowledge of the Company, is any such dispute threatened, which dispute
would have a Material Adverse Effect. To the Company’s knowledge, there is no existing or imminent labor disturbance by
the employees of any of its principal suppliers or contractors which would have a Material Adverse Effect. To the Company’s
knowledge, there is no threatened or pending litigation between the Company and any of its executive officers which, if adversely
determined, would have a Material Adverse Effect and has no reason to believe that such officers will not remain in the employment
of the Company.


 


(w)          No
transaction has occurred between or among the Company and any of its officers or directors, shareholders or any affiliate or affiliates
of any such officer or director or shareholder that is required to be described in and is not described in the Registration Statement,
the Statutory Prospectus and the Prospectus.


 


(x)          The
Company has not taken, directly or indirectly, any action designed to or which might reasonably be expected to cause or result
in the stabilization or manipulation of the price of the Common Stock to facilitate the sale of any of the Shares.


 






    	 	11	 



     

    

 


(y)          The
Company has filed all Federal, state, local and foreign tax returns which are required to be filed through the date hereof, or
has received timely extensions thereof, and has paid all taxes shown on such returns and all assessments received by it to the
extent that the same are material and have become due, except assessments against which appeals have been or will be promptly
taken and as to which adequate reserves in conformity with GAAP have been provided and except as would not have a Material Adverse
Effect. There are no tax audits or investigations pending, which if adversely determined would have a Material Adverse Effect;
nor are there any material proposed additional tax assessments against the Company. The accruals and reserves on the books and
records of the Company in respect of tax liabilities for any taxable period not yet finally determined are adequate to meet any
assessments and related liabilities for any such period.


 


(z)          The
Shares have been approved for listing on the Nasdaq Capital Market, subject to official notice of issuance. A registration statement
has been filed on Form 8-A pursuant to Section 12(b) of the Exchange Act, which registration statement complies in all material
respects with the Exchange Act.


 


(aa)         The
books, records and accounts of the Company accurately and fairly reflect the transactions in, and dispositions of, the assets
of, and the results of operations of, the Company. The Company maintains a system of internal accounting controls sufficient to
provide reasonable assurances 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 accordance with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.


 


(bb)         Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has established and maintains
disclosure controls and procedures (as such term is defined in Rule 13a-15 under the Exchange Act) which: (i) are designed to
ensure that material information relating to the Company is made known to the Company’s principal executive officer and
its principal financial officer by others within the Company, particularly during the periods in which the periodic reports required
under the Exchange Act are required to be prepared; (ii) provide for the periodic evaluation of the effectiveness of such disclosure
controls and procedures at the end of the periods in which the periodic reports are required to be prepared; and (iii) are effective
in all material respects to perform the functions for which they were established.


 


(cc)         Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, based on the evaluation of its disclosure
controls and procedures, to the Company’s knowledge, there is no (i) material weakness or significant deficiency in the
design or operation of internal controls which would adversely affect the Company’s ability to record, process, summarize
and report financial data or any material weaknesses in internal controls; or (ii) fraud, whether or not material, that involves
management or other employees who have a role in the Company’s internal controls.  Since
the end of the latest audited fiscal year, there has been no change in the Company’s internal control over financing reporting
that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial
reporting.


 






    	 	12	 



     

    

 


(dd)         Except
as described in the Statutory Prospectus and the Prospectus, and as preapproved in accordance with the requirements set forth
in Section 10A of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited activities”
(as defined in Section 10A of the Exchange Act).


 


(ee)         Except
as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no material off-balance sheet
arrangements (as defined in Item 303 of Regulation S-K) that have or are reasonably likely to have a material current or future
effect on the Company’s financial condition, revenues or expenses, changes in financial condition, results of operations,
liquidity, capital expenditures or capital resources.


 


(ff)         Effective
upon the consummation of the offering of the Firm Shares as contemplated hereby, the Company’s Board of Directors has validly
appointed an audit committee whose composition satisfies the requirements of Rule 5605 of the NASDAQ Stock Market and the Board
of Directors and/or the audit committee has adopted a charter that satisfies the requirements of Rule 5605 of the NASDAQ Stock
Market.


 


(gg)         The
Company is actively taking steps to ensure that it will be in compliance with all applicable provisions of the Sarbanes-Oxley
Act of 2002, as amended (the “Sarbanes-Oxley Act”), any related rules and regulations promulgated by
the Commission and corporate governance requirements under applicable regulations of The Nasdaq Stock Market LLC (“Nasdaq”)
upon the effectiveness of such provisions and has no reason to believe that it will not comply with such provisions at the time
of effectiveness. There is and has been no failure on the part of the Company or any of its directors or officers, in their capacities
as such, to comply with any provision of the Sarbanes-Oxley Act, including, without limitation, Section 402 related to loans and
Sections 302 and 906 related to certifications.


 


(hh)         The
Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are
customary in the businesses in which they are engaged or propose to engage after giving effect to the transactions described in
the Statutory Prospectus and the Prospectus; and the Company has no reason to believe that it will not be able to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost from similar insurers as
may be necessary to continue its business. All policies of insurance owned by the Company
are, to the Company’s knowledge, in full force and effect and the Company is in compliance in all material respects with
the terms of such policies.  The Company has not been denied any insurance coverage
which it has sought or for which it has applied.


 


(ii)         Each
approval, consent, order, authorization, designation, declaration or filing of, by or with any regulatory, administrative or other
governmental body necessary in connection with the execution and delivery by the Company of this Agreement and the consummation
of the transactions herein contemplated required to be obtained or performed by the Company (except such additional steps as may
be required by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or may be necessary to qualify
the Shares for public offering by the Underwriters under the state securities or Blue Sky laws) has been obtained or made and
is in full force and effect.


 






    	 	13	 



     

    

 


(jj)         To
the Company’s knowledge, there are no affiliations with FINRA among the Company’s officers, directors or any five
percent or greater stockholder of the Company, except as set forth in the Registration Statement or otherwise disclosed in writing
to the Representative.


 


(kk)         (i)
The Company is in compliance in all material respects with all rules, laws and regulations relating to the use, treatment, storage
and disposal of toxic substances and protection of health or the environment (“Environmental Laws”)
which are applicable to its business; (ii) the Company has not received any notice from any governmental authority or third party
of an asserted claim under Environmental Laws; (iii) the Company has received all permits, licenses or other approvals required
of it under applicable Environmental Laws to conduct its business and is in compliance in all material respects with all terms
and conditions of any such permit, license or approval; and (iv) to the Company’s knowledge, no facts currently exist that
will require the Company to make future material capital expenditures to comply with Environmental Laws.


 


(ll)         The
Company is not and, after giving effect to the offering and sale of the Shares and the application of proceeds thereof as described
in the Statutory Prospectus and the Prospectus, will not be an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


 


(mm)         Neither
the Company nor, to the Company’s knowledge, any other person associated with or acting on behalf of the Company including,
without limitation, any director, officer, agent or employee of the Company, has not, directly or indirectly, while acting on
behalf of the Company (i) used any Company funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating
to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or
domestic political parties or campaigns from corporate funds; (iii) violated any provision of the Foreign Corrupt Practices Act
of 1977, as amended; or (iv) made any other unlawful payment.


 


(nn)         The
operations of the Company are and have been conducted at all times in compliance in all material respects with applicable financial
recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 


(oo)         Neither
the Company nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”);
and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available
such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.


 






    	 	14	 



     

    

 


(pp)         The
Company has fulfilled its obligations, if any, under the minimum funding standards of Section 302 of the U.S. Employee Retirement
Income Security Act of 1974 (“ERISA”) and the regulations and published interpretations thereunder with
respect to each “plan” as defined in Section 3(3) of ERISA and such regulations and published interpretations in which
its employees are eligible to participate and each such plan is in compliance in all material respects with the presently applicable
provisions of ERISA and such regulations and published interpretations. No “Reportable Event” (as defined in 12 ERISA)
has occurred with respect to any “Pension Plan” (as defined in ERISA) for which the Company would have any liability.


 


(qq)         None
of the Company, its directors or its officers has distributed nor will distribute prior to the later of (i) the Firm Shares Closing
Date or the Option Shares Closing Date, and (ii) completion of the distribution of the Shares, any offering material in connection
with the offer and sale of the Shares other than any Preliminary Prospectus, the Prospectus, the Registration Statement and other
materials, if any, permitted by the Securities Act.


 


(rr)         From
the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on
which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication
(as hereinafter defined)) through the date hereof, the Company has been and is an “emerging growth company,” as defined
in Section 2(a) of the Securities Act (an “Emerging Growth Company”). For purposes of this Agreement,
“Testing-the-Waters Communication” means any oral or written communication with potential investors
undertaken in reliance on Section 5(d) of the Securities Act.


 


(ss)         The
Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the
consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144 promulgated
under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act,
and (b) has not authorized anyone other than the Underwriters to engage in Testing-the-Waters Communications. The Company reconfirms
that the Underwriters have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company
has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule IV hereto. For purposes
of this Agreement, “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication
that is a written communication within the meaning of Rule 405 under the Securities Act.


 


(tt)         Except
as set forth in the Registration Statement, the Company has such permits, licenses, certificates, approvals, clearances, authorizations
or amendments thereto (the “Regulatory Permits”) issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business of the Company as described in the Registration Statement;
including, without limitation, any Investigational New Drug Application (“IND”) as required by the U.S.
Food and Drug Administration (the “FDA”) or other authorizations issued by federal, state, local or
foreign agencies or bodies engaged in the regulation of pharmaceuticals such as those being developed by the Company (collectively,
“Governmental Authorities,” and each, a “Governmental Authority”), except
for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect. The Company is in compliance
in all material respects with the requirements of the Regulatory Permits, and all of the Regulatory Permits are valid and in full
force and effect, in each case in all material respects; except as set forth in the Registration Statement, the Statutory Prospectus
and the Prospectus, the Company has not received any notice of proceedings relating to the revocation, termination, modification
or impairment of rights of any of the Regulatory Permits that, individually or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would not have a Material Adverse Effect. The Company and, to the Company’s knowledge, its
respective directors, officers, employees or agents, are and have been in compliance in all material respects with applicable
federal, state, local and foreign health care regulatory laws, including, without limitation, laws related to fraud and abuse,
payment transparency, and privacy and security of protected health information (collectively, “Health Care Laws”).
The Company has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration
or other action from any court, arbitrator or governmental or regulatory authority or third party alleging that the Company or
its personnel has violated any applicable Health Care Law, nor to the Company’s knowledge has any such claim, action, suit,
proceeding, hearing, enforcement, investigation, arbitration or other action been threatened.


 






    	 	15	 



     

    

 


(uu)         The
preclinical studies and clinical trials (collectively, the “Studies”) that are being conducted by or,
to the Company’s knowledge, on behalf of the Company, and which are described in the Registration Statement, or the results
of which are referred to in the Registration Statement, were and, if still pending, are being conducted in all material respects
in accordance with the protocols, procedures and controls designed and approved for such Studies and with standard medical and
scientific research procedures; each description of the results of such Studies contained in the Registration Statement is, to
the Company’s knowledge, accurate and complete in all material respects and fairly presents the data derived from such Studies,
and, except to the extent disclosed in the Registration Statement, the General Disclosure Package, the Statutory Prospectus, the
Prospectus and any individual Issuer Free Writing Prospectus, the Company has no knowledge of any other studies the results of
which the Company believes are inconsistent with, or otherwise reasonably call into question, the results described or referred
to in the Registration Statement; except as set forth in the Registration Statement, the General Disclosure Package, the Statutory
Prospectus and the Prospectus, the Company has not received any notice of, or correspondence from, any Governmental Authority
requiring the termination or suspension of any clinical trials or other Studies conducted by or on behalf of the Company that
are described or referred to in the Registration Statement, other than ordinary course communications with respect to modifications
in connection with the design and implementation of such Studies. Except as set forth in the Registration Statement, the Statutory
Prospectus and the Prospectus, the Company has complied in all material respects with all applicable laws and regulatory rules
or requirements, including, without limitation, the Health Insurance Portability and Accountability Act of 1996 and the rules
and regulations thereunder. 


 


(vv)         No
relationship, direct or indirect, exists between or among the Company on the one hand, and the directors, officers, stockholders
(or analogous interest holders), customers or suppliers of the Company or any of its affiliates on the other hand, which is required
to be described in the General Disclosure Package and the Prospectus and which is not so described.


 


(ww)         No
forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act)
contained in either the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or
has been disclosed other than in good faith.


 






    	 	16	 



     

    

 


(xx)        If
applicable, all of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its officers
and directors in connection with letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rule 5110
or 5121 is, to the Company’s knowledge with respect to all other persons except for the Company, true, correct and complete
in all material respects as of the date hereof.


 


(yy)         There
are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees
of indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective
family members, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus. All transactions
by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the
Company, or duly appointed committees or officers thereof, if and to the extent required under U.S. law.


 


(zz)         Neither
the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly
or indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article
I, Section 1(ff) of the By-laws of FINRA) of, any of the Underwriters.


 


Any certificate signed
by or on behalf of the Company and delivered to the Representative or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the matters covered thereby.


 


3.          Conditions
of the Underwriters’ Obligations. The obligations of the Underwriters under this Agreement are several and not joint.
The respective obligations of the Underwriters to purchase the Shares are subject to each of the following terms and conditions:


 


(a)          Notification
that the Registration Statement has become effective shall have been received by the Representative and the Prospectus shall have
been timely filed with the Commission in accordance with Section 4(a) and any material required to be filed by the Company
pursuant to Rule 433(d) of the Rules shall have been timely filed with the Commission in accordance with such rule.


 


(b)          No
order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any “free writing prospectus”
(as defined in Rule 405 of the Rules), shall be in effect and no order suspending the effectiveness of the Registration Statement
shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, and any requests
for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise)
shall have been complied with to the satisfaction of the Commission and the Representative. If the Company has elected to rely
upon Rule 430A, Rule 430A information previously omitted from the effective Registration Statement pursuant to Rule 430A shall
have been transmitted to the Commission for filing pursuant to Rule 424(b) within the prescribed time period and the Company shall
have provided evidence satisfactory to the Underwriters of such timely filing, or a post-effective amendment providing such information
shall have been promptly filed and declared effective in accordance with the requirements of Rule 430A.


 






    	 	17	 



     

    

 


(c)          The
representations and warranties of the Company contained in this Agreement and in the certificates delivered pursuant to Section
3(d) shall be true and correct in all material respects when made and on and as of each Closing Date as if made on such date.
The Company shall have performed all covenants and agreements and satisfied all the conditions contained in this Agreement required
to be performed or satisfied by it at or before such Closing Date.


 


(d)          The
Representative shall have received on each Closing Date a certificate, addressed to the Representative and dated such Closing
Date, of the chief executive officer or chief operating officer and the chief financial officer or chief accounting officer of
the Company, in such capacity, to the effect that: (i) the representations, warranties and agreements of the Company in this Agreement
were true and correct in all material respects when made and are true and correct as of such Closing Date; (ii) the Company has
performed all covenants and agreements and satisfied all conditions contained herein; (iii) such officers have examined the Registration
Statement, the Prospectus, the General Disclosure Package and any individual Issuer Free Writing Prospectus and, in their opinion,
since the Effective Date, no event has occurred which should have been set forth in a supplement or otherwise required an amendment
to the Registration Statement, the Statutory Prospectus or the Prospectus and which event is not described in the Registration
Statement, the Statutory Prospectus or the Prospectus; (iv) no stop order suspending the effectiveness of the Registration Statement
has been issued and, to their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities
Act; and (v) there has not occurred any Material Adverse Effect.


 


(e)          The
Representative shall have received: (i) simultaneously with the execution of this Agreement a signed letter from the Auditor addressed
to the Representative and dated the date of this Agreement, in form and substance reasonably satisfactory to the Representative,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement and the General
Disclosure Package, and (ii) on each Closing Date, a signed bringdown letter from the Auditor addressed to the Representative
and dated the date of such Closing Date(s), in form and substance reasonably satisfactory to the Representative containing statements
and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect
to the financial statements and certain financial information contained in the Registration Statement and the Prospectus.


 


(f)          The
Representative shall have received on each Closing Date from CKR Law LLP, counsel for the Company, an opinion and written negative
assurances statement, addressed to the Representative and dated such Closing Date, in form and substance reasonably satisfactory
to the Representative and its legal counsel.


 


(g)          The
Representative shall have received on each Closing Date from Cohen & Grigsby, intellectual property counsel for the Company,
an opinion and written negative assurances statement, addressed to the Representative and dated such Closing Date, in form and
substance reasonably satisfactory to the Representative and their legal counsel.


 






    	 	18	 



     

    

 


(h)          The
Representative shall have received on each Closing Date from Sichenzia Ross Friedman Ference LLP, counsel for the Representative,
an opinion, addressed to the Representative and dated such Closing Date, with respect to such matters as the Representative may
reasonably require, and the Company shall have furnished or provided access to such counsel of such documents as they reasonably
request for enabling them to pass upon such matters.


 


(i)          All
proceedings taken in connection with the sale of the Firm Shares and the Option Shares as herein contemplated shall be reasonably
satisfactory in form and substance to the Representative and its legal counsel.


 


(j)          The
Representative shall have received enforceable written lock-up agreements in the form attached to this Agreement as Exhibit
A attached hereto (“Lock-Up Agreement”) executed by all directors, officers and holders of more
than 5% of the outstanding equity securities of the Company.


 


(k)          The
Shares shall have been approved for listing on the Nasdaq Capital Market, subject only to official notice of issuance. A registration
statement shall have been filed on Form 8-A pursuant to Section 12 of the Exchange Act, which registration statement shall
comply in all material respects with the Exchange Act.


 


(l)          Since
the date of the most recent financial statements of the Company included in the Registration Statement, the General Disclosure
Package, the Statutory Prospectus and the Prospectus, (i) there shall not have been any material change in the capital stock of
the Company or any material change in the indebtedness (other than in the ordinary course of business) of the Company; (ii) except
as set forth or contemplated by the Registration Statement, the Statutory Prospectus, the General Disclosure Package or the Prospectus,
no material oral or written agreement or other transaction shall have been entered into by the Company that is not in the ordinary
course of business or that would reasonably be expected to result in a material reduction in the future earnings of the Company;
(iii) no loss or damage (whether or not insured) to the property of the Company shall have been sustained that would have a Material
Adverse Effect; (iv) no legal or governmental action, suit or proceeding affecting the Company or any of its properties that is
material to the Company or that materially affects or would reasonably be expected to materially affect the transactions contemplated
by this Agreement shall have been instituted or threatened; and (v) there shall not have been any material change in the assets,
properties, condition (financial or otherwise), or in the results of operations, business affairs or business prospects of the
Company that makes it impractical or inadvisable in the Representative’s reasonable judgment to proceed with the purchase
or offering of the Shares as contemplated hereby.


 


(m)          As
of the date hereof, FINRA shall have confirmed that it has not raised any unresolved objection with respect to the fairness and
reasonableness of the underwriting terms and agreements in connection with the offering of the Shares.


 






    	 	19	 



     

    

 


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


 


(o)          As
of each Closing Date, the Representative shall have received a certificate of the Company signed by the Secretary of the Company,
certifying: (i) that the Certificate of Incorporation and bylaws of the Company are true and complete, have not been modified
and are in full force and effect; (ii) that the resolutions relating to the Offering are in full force and effect and have not
been modified; and (iii) as to the incumbency of the officers of the Company to execute and deliver this Agreement and the Registration
Statement.


 


(p)          The
Company shall have furnished or caused to be furnished to the Representative such further customary certificates or documents
as the Representative shall have reasonably requested.


 


4.          Covenants
and other Agreements of the Company and the Underwriters.


 


(a)          The
Company covenants and agrees as follows:


 


(i)          The
Company will use its best efforts to cause the Registration Statement, if not effective at the time of execution of this Agreement,
and any amendments thereto, to become effective as promptly as possible. The Company shall prepare the Prospectus in a form approved
by the Representative and file such Prospectus pursuant to Rule 424(b) under the Securities Act within the applicable time period
prescribed for filing under the Securities Act and the Rules. The Company will file with the Commission all Issuer Free Writing
Prospectuses in the time and manner required under Rules 433(d) or 163(b)(2), as the case may be.


 


(ii)         The
Company shall promptly advise the Representative in writing (A) when any post-effective amendment to the Registration Statement
shall have become effective or any supplement to the Prospectus shall have been filed, (B) of any request by the Commission for
any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use
of any Preliminary Prospectus or any “free writing prospectus”, as defined in Rule 405 of the Rules, or the institution
or threatening of any proceeding for that purpose, and (D) of the receipt by the Company of any notification with respect to the
suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose. The Company shall not file any amendment of the Registration Statement or supplement to the Prospectus or any
Issuer Free Writing Prospectus unless the Company has furnished the Representative a copy for its review prior to filing and shall
not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company shall use its best
efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.


 






    	 	20	 



     

    

 


(iii)        If,
at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) of the Rules)
is required to be delivered under the Securities Act, any event occurs as a result of which the Prospectus as then amended or
supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement
the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission,
subject to the second sentence of paragraph (ii) of this Section 4(a), an amendment or supplement which shall correct such
statement or omission or an amendment which shall effect such compliance.


 


(iv)        If
at any time following issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which
such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement or would include
an untrue statement of a material fact or would omit to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances prevailing at the subsequent time, not misleading, the Company
will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus
to eliminate or correct such conflict, untrue statement or omission.


 


(v)         The
Company shall make generally available to its security holders and to the Representative as soon as practicable an earnings statement
(which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a)
of the Securities Act or Rule 158 of the Rules; provided that the Company will be deemed to have furnished such statements
to its security holders and the Representative to the extent they are filed on EDGAR.


 


(vi)        The
Company shall furnish to the Representative and counsel for the Underwriters, without charge, three signed copies of the Registration
Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement
(without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may
be required by the Securities Act or the Rules, as many copies of any Preliminary Prospectus, any Issuer Free Writing Prospectus
and the Prospectus and any amendments thereof and supplements thereto as the Representative may reasonably request. If applicable,
the copies of the Registration Statement, Preliminary Prospectus, any Issuer Free Writing Prospectus and Prospectus and each amendment
and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 






    	 	21	 



     

    

 


(vii)       The
Company shall cooperate with the Representative and its counsel in endeavoring to qualify the Shares for offer and sale in connection
with the offering under the laws of such jurisdictions as the Representative may reasonably request and shall maintain such qualifications
in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not
be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction where it would not otherwise be required to so qualify, or to execute a general consent
to service of process in any such jurisdiction or to subject itself to taxation as doing business in any such jurisdiction.


 


(viii)      The
Company, during the period when the Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules) is required
to be delivered in connection with sales of the Shares under the Securities Act and the Rules or the Exchange Act, will file all
reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within
the time periods required by the Exchange Act and the regulations promulgated thereunder.


 


(ix)         Without
the prior written consent of the Representative, for a period of 90 days after the date of this Agreement, the Company shall not
issue, sell or register with the Commission, or otherwise dispose of, directly or indirectly, any equity securities of the Company
(or any securities convertible into, or exercisable or exchangeable for, equity securities of the Company), except for (a) the
Shares to be sold hereunder; (b) any shares of capital stock of the Company issued upon the exercise of options granted under
the Company’s stock incentive plan described as outstanding in the Registration Statement, the General Disclosure Package,
the Statutory Prospectus and the Prospectus; (c) any options and other awards granted under a Company stock incentive plan described
in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus; (d) the filing by
the Company of any registration statement on Form S-8 or a successor form thereto relating to a Company stock incentive plan described
in the Registration Statement, the General Disclosure Package, the Statutory Prospectus and the Prospectus; (e) shares of capital
stock of the Company or other securities of the Company issued in connection with a transaction with an unaffiliated third party
that includes a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration
agreements or intellectual property license agreements) or any acquisition of assets or acquisition of not less than a majority
or controlling portion of the equity of another entity, provided that, the aggregate number of securities of the Company
issued pursuant to this subsection (e) shall not exceed 5% of the Company’s outstanding common stock as of the closing
of the offering of the Shares; and provided further that as a condition to any transfer pursuant to this subsection
(e), any recipient of such shares of capital stock shall first execute and deliver to the Representative an agreement substantially
in the form of the Lock-Up Agreement. In the event that during this period, (I) any shares are issued pursuant to the Company’s
stock incentive plan that are exercisable during such 180 day period or (II) any registration is effected on Form S-8 or on any
successor form relating to shares that are exercisable during such 180 day period, the Company shall obtain the written agreement
of such grantee, purchaser or holder of such registered securities that, for a period of 90 days after the date of this Agreement,
such person will not, without the prior written consent of the Representative, offer for sale, sell, distribute, grant any option
for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares
of Common Stock (or any securities convertible into, or exercisable or exchangeable for, any shares of Common Stock) owned by
such person. Notwithstanding the foregoing, the Company represents and warrants that each such grantee or purchaser or holder
of such registered securities shall be subject to similar lock-up restrictions as set forth on Exhibit A attached hereto
and the Company shall enforce such rights and impose stop-transfer restrictions on any such sale or other transfer or disposition
of such shares until the end of the applicable period.


 






    	 	22	 



     

    

 


(x)          If
the Representative agrees to release or waive the restrictions set forth in any Lock-Up Agreement for an officer or director of
the Company and provide the Company with notice of the impending release or waiver at least three business days before the effective
date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially
in the form of Exhibit B attached hereto through a major news service at least two business days before the effective date
of the release or waiver.


 


(xi)         On
or before completion of the offering of the Shares, the Company shall make all filings required under applicable securities laws
and by Nasdaq (including any required registration under the Exchange Act).


 


(xii)        Prior
to the latest of the Closing Dates, the Company will issue no press release or other communications directly or indirectly and
hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs
or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representative unless
in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication
is required by law.


 


(xiii)       The
Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds”
in the Prospectus.


 


(xiv)      The
Company will promptly notify the Representative if the Company ceases to be an Emerging Growth Company at any time prior to the
later of (a) completion of the distribution of the Shares within the meaning of the Securities Act and (b) completion of the 90-day
restricted period referred to in Section 4(a)(ix).


 


(xv)       If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representative and will promptly
amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement
or omission.


 






    	 	23	 



     

    

 


(xvi)      The
Company represents and agrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents
and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not, make
any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules
and Regulations (each, a “Permitted Free Writing Prospectus”); provided that the prior
written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included
in Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted
Free Writing Prospectus as an Issuer Free Writing Prospectus and comply with the requirements of Rules 164 and 433 of the Rules
and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the
Commission, legending and record keeping. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid
a requirement to file with the Commission any electronic road show.


 


(xvii)     For
a period of 2 years after the date of this Agreement, the Company shall use its commercially reasonable efforts to maintain the
registration of the shares of Common Stock on the Nasdaq Capital Market.


 


(xviii)    As
of the later of the Closing Dates, if requested by the Representative, the Company shall retain a financial public relations firm
reasonably acceptable to the Representative and the Company, which firm shall be experienced in assisting issuers in public offerings
of securities and in their relations with their security holders, and shall retain such firm or another firm reasonably acceptable
to the Representative for a period of not less than two (2) years after the date of this Agreement.


 


(xix)       Provided
that the Firm Shares are sold in accordance with the terms of this Agreement, the Representative shall have an irrevocable right
of first refusal (the “Right of First Refusal”), for a period of twelve (12) months after the date the Offering
is completed, to act as lead or managing underwriter, exclusive placement agent, exclusive financial advisor or in any other similar
capacity, on the Representative’s customary terms and conditions, in the event the Company or any Subsidiary retains or
otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a registered,
underwritten public offering of securities (in addition to the Offering), a private placement of securities, a merger, acquisition
of another company or business, change of control, sale of substantially all assets or other similar transaction (regardless of
whether the Company would be considered an acquiring party, a selling party or neither in such transaction) (each, a “Subject
Transaction”). The Company shall notify the Representative of its intention to pursue a Subject Transaction, including
the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the
Representative.  If the Representative fails to exercise its Right of First Refusal with respect to any Subject Transaction
within five (5) Business Days after the mailing of such written notice, then the Representative shall have no further claim or
right with respect to the Subject Transaction. The Representative may elect, in its sole and absolute discretion, not to exercise
its Right of First Refusal with respect to any Subject Transaction; provided that any such election by the Representative
shall not adversely affect the Representative’s Right of First Refusal with respect to any other Subject Transaction.  
The terms and conditions of any such engagements shall be set forth in separate agreements and may be subject to, among other
things, satisfactory completion of due diligence by the Representative, market conditions, the absence of a material adverse change
to the Company’s business, financial condition and prospects, approval of the Representative’s internal committee
and any other conditions that the Representative may deem appropriate for transactions of such nature. Notwithstanding the foregoing,
in the event the Subject Transaction involves a public or private sale of securities, the Representative shall be entitled to
receive as its compensation at least 75% of the compensation payable to all underwriters, placement agents or agents in any Subject
Transaction.


 






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(b)          The
Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are consummated
or this Agreement is terminated, all of the Company’s costs and expenses incident to the public offering of the Shares and
the performance of the obligations of the Company under this Agreement, including those relating to: (i) all filing fees relating
to the registration of the Shares to be sold in the Offering with the Commission; (ii) all actual Corporate Finance Filing System
filing fees associated with the review of the Offering by FINRA; (iii) all fees and expenses relating to the listing of the Shares
on the Nasdaq Capital Market; (iv) all actual fees, expenses and disbursements relating to background checks of the Company’s
officers and directors; (v) all actual fees, expenses and disbursements relating to the registration or qualification of the Shares
under the “blue sky” securities laws of such states and other jurisdictions as the Representative may reasonably designate
(including, without limitation, all filing and registration fees); (vi) all actual fees, expenses and disbursements relating to
the registration, qualification or exemption of the Shares under the securities laws of such foreign jurisdictions as the Representative
may reasonably designate; (vii) the costs of all mailing and printing of the underwriting documents (including, without limitation,
the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers’
Agreement, Underwriters’ Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments,
supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary;
(viii) the costs of preparing, printing and delivering certificates representing the Shares; (ix) fees and expenses of the transfer
agent for the shares of Common Stock; (x) stock transfer and/or stamp taxes, if any, payable upon the transfer of Shares from
the Company to the Underwriters; (xi) the fees and expenses of the Company’s accountants; (xii) the fees and expenses of
the Company’s legal counsel and other agents and representatives; and (xiii) the fees and expenses of the Underwriters’
legal counsel, not to exceed [$120,000] in the aggregate. The Company further agrees that, in addition to the expenses payable
above, on the latest of the Closing Dates, it shall pay to the Representative, by deduction from the net proceeds of the Offering
contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by the Company
from the sale of the Firm Shares (excluding the Option Shares). The Representative may deduct from the net proceeds of the Offering
payable to the Company on the Firm Shares Closing Date, or the Option Shares Closing Date, if any, the expenses set forth herein
to be paid by the Company to the Underwriters, less the advance contemplated by Section 7(b) hereof; provided, however,
that in the event that the Offering is terminated, the Company agrees to reimburse the Underwriters pursuant to Section 7(b) hereof.


 






    	 	25	 



     

    

 


(c)          The
Company acknowledges and agrees that each of the Underwriters has acted and is acting solely in the capacity of a principal in
an arm’s length transaction between the Company, on the one hand, and the Underwriters, on the other hand, with respect
to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as
a financial advisor, agent or fiduciary to the Company or any other person. Additionally, the Company acknowledges and agrees
that the Underwriters have not and will not advise the Company or any other person as to any legal, tax, investment, accounting
or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be
responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters
shall have no responsibility or liability to the Company or any other person with respect thereto, whether arising prior to or
after the date hereof. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating
to such transactions have been and will be performed solely for the benefit of the Underwriters and shall not be on behalf of
the Company. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of
any nature or respect, or owes a fiduciary duty to the Company or any other person in connection with any such transaction or
the process leading thereto.


 


5.          Indemnification.


 


(a)          The
Company agrees to indemnify and hold harmless each Underwriter, its officers and employees and each person, if any, who controls
any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all losses,
claims, damages and liabilities, joint or several (including any reasonable investigation, legal and other expenses incurred in
connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or
any of them, may become subject under the Securities Act, the Exchange Act or other Federal or state law or regulation, at common
law or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Statutory
Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any “issuer-information” filed or required to be
filed pursuant to Rule 433(d) of the Rules, any amendment thereof or supplement thereto, or any Written Testing-the-Waters Communication,
or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure
to the benefit of any Underwriter (or any person controlling such Underwriter) on account of any losses, claims, damages or liabilities
arising from the sale of the Shares to any person by such Underwriter if such untrue statement or omission or alleged untrue statement
or omission was made in such Preliminary Prospectus, the Registration Statement, the Statutory Prospectus, the Prospectus, any
Issuer Free Writing Prospectus or such amendment or supplement thereto, or any Written Testing-the-Waters Communication in reliance
upon and in conformity with the Underwriter Information, or if such losses, claims, damages or liabilities are found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted solely from the gross negligence or willful misconduct
of such Underwriter or any person controlling such Underwriter. This indemnity agreement will be in addition to any liability
which the Company may otherwise have pursuant to this Agreement.


 






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(b)          Each
Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, and each person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, each director of the Company,
and each officer of the Company who signs the Registration Statement, against any losses, claims, damages or liabilities to which
such party may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, the Registration Statement, the Statutory Prospectus, the Prospectus, any Issuer Free
Writing Prospectus or such amendment or supplement thereto, or any Written Testing-the-Waters Communication, or arise out of or
are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or
alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the
Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or such amendment or supplement thereto, or any Written
Testing-the-Waters Communication in reliance upon and in conformity with the Underwriter Information; provided, however,
that the obligation of each Underwriter to indemnify the Company (including any controlling person, director or officer thereof)
shall be limited to the amount of the underwriting discount and commissions applicable to the Shares to be purchased by such Underwriter
hereunder.


 


(c)          Any
party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of commencement
of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section, notify each such indemnifying party of the commencement of such action, suit or proceeding, enclosing
a copy of all papers served. No indemnification provided for in Section 5(a) or 5(b) shall be available to any party
who shall fail to give notice as provided in this Section 5(c) if the party to whom notice was not given was unaware of
the proceeding to which such notice would have related and was prejudiced by the failure to give such notice but the omission
to so notify such indemnifying party of any such action, suit or proceeding shall not relieve it from any liability that it may
have to any indemnified party for contribution or otherwise under this Section. In case any such action, suit or proceeding shall
be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from
the indemnifying party to such indemnified party of its election so to assume the defense thereof and the approval by the indemnified
party of such counsel, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, except
as provided below and except for the reasonable costs of investigation subsequently incurred by such indemnified party in connection
with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and
expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified
party has been authorized in writing by the indemnifying parties, (ii) the indemnified party shall have been advised in writing
by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available
to the indemnifying party (in which case the indemnifying parties shall not have the right to direct the defense of such action
on behalf of the indemnified party), or (iii) the indemnifying parties shall not have employed counsel to assume the defense of
such action within a reasonable time after notice of the commencement thereof, in each of which cases the fees and expenses of
counsel shall be at the expense of the indemnifying parties. An indemnifying party shall not be liable for any settlement of any
action, suit, and proceeding or claim effected without its written consent, which consent shall not be unreasonably withheld or
delayed.


 






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6.          Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section
5(a) or 5(b) is due in accordance with its terms but for any reason is unavailable to or insufficient to hold harmless
an indemnified party in respect to any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying
party shall contribute to the aggregate losses, liabilities, claims, damages and expenses (including any investigation, legal
and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding
or any claims asserted, but after deducting any contribution received by any person entitled hereunder to contribution from any
person who may be liable for contribution) incurred by such indemnified party, as incurred, in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering
of the Shares pursuant to this Agreement or, if such allocation is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to above but also the relative fault of the Company on the one hand and the
Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims,
damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on
the one hand, and the Underwriters on the other, shall be deemed to be in the same respective proportions as the net proceeds
(before deducting expenses) received by the Company from the sale of the Shares and the total underwriting discounts and commissions
received by the Underwriters in connection therewith, in each case as set forth in the table on the cover of the Prospectus, bear
to the aggregate offering price of the Shares. The relative fault of the Company, on the one hand, and the Underwriters on the
other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement
or omission.


 


The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation
or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue
or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 6, no Underwriter
(except as may be provided in the Agreement Among Underwriters) shall be required to contribute any amount in excess of the underwriting
discounts and commissions applicable to the Shares purchased by such Underwriter. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Section 6, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution
as such Underwriter, and each director of the Company, including any person who, with his or her consent, is named in the Registration
Statement as about to become a director of the Company, each officer of the Company who signed the Registration Statement, and
each person, if any, who controls the Company within the meaning of the Section 15 of the Securities Act or Section 20 of the
Exchange Act, shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution
may be made against another party or parties under this Section 6, notify such party or parties from whom contribution
may be sought, but the omission so to notify such party or parties from whom contribution may be sought shall not relieve the
party or parties from whom contribution may be sought from any other obligation it or they may have hereunder or otherwise than
under this Section 6. No party shall be liable for contribution with respect to any action, suit, proceeding or claim settled
without its written consent. The Underwriters’ obligations to contribute pursuant to this Section 6 are several in
proportion to their respective underwriting commitments and not joint.


 






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7.          Termination.


 


(a)          This
Agreement may be terminated with respect to the Shares to be purchased on a Closing Date by the Representative by notifying the
Company at any time subsequent to the execution of this Agreement and at or before a Closing Date in the absolute discretion of
the Representative if: (i) there has occurred any material adverse change in the securities markets or any event, act or occurrence
that has materially disrupted the securities markets or there shall be such a material adverse change in general financial, political
or economic conditions or the effect of international conditions on the financial markets in the United States is such as to make
it, in the reasonable judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for
the sale of the Shares; (ii) there has occurred any outbreak or material escalation of hostilities or acts of terrorism or other
calamity or crisis the effect of which on the financial markets of the United States is such as to make it, in the reasonable
judgment of the Representative, inadvisable or impracticable to market the Shares or enforce contracts for the sale of the Shares;
(iii) trading in the Shares or any securities of the Company has been suspended or materially limited by the Commission or trading
generally on the New York Stock Exchange, Inc. or Nasdaq has been suspended or materially limited, or minimum or maximum ranges
for prices for securities shall have been fixed, or maximum ranges for prices for securities have been required, by any of said
exchanges or by such system or by order of the Commission, FINRA or any other governmental or regulatory authority; (iv) a banking
moratorium has been declared by any state or Federal authority; or (v) in the reasonable judgment of the Representative, there
has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the
Prospectus, any material adverse change in the assets, properties, condition, financial or otherwise, or in the results of operations,
business affairs or business prospects of the Company, whether or not arising in the ordinary course of business.


 






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(b)          If
this Agreement is terminated pursuant to any of its provisions, the Company shall not be under any liability to any Underwriter,
and no Underwriter shall be under any liability to the Company, except that (i) if this Agreement is terminated by the Representative
or the Underwriters because of any failure, refusal or inability on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, the Company will reimburse the Underwriters for all reasonable, actual and documented
expenses (including the reasonable, actual and documented fees and disbursements of their counsel) incurred by them in connection
with the proposed purchase and sale of the Shares or in contemplation of performing their obligations hereunder, in an aggregate
amount not to exceed $25,000, inclusive of the $25,000 advance for accountable expenses previously paid by the Company to the
Representative; provided that, it is understood that the Company shall not pay or reimburse any costs, fees or expenses
incurred by an Underwriter that defaults on its obligations to purchase the Shares; and (ii) no Underwriter who shall have failed
or refused to purchase the Shares agreed to be purchased by it under this Agreement, without some reason sufficient hereunder
to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the Company
or to the other Underwriters for damages occasioned by its failure or refusal. Notwithstanding
the foregoing, such expense cap of $25,000 shall not limit or impair the indemnification and contribution provisions of this Agreement
and any advance received by the Representative will be reimbursed to the Company to the extent not actually incurred in
compliance with FINRA Rule 5110(f)(2)(C).


 


8.          Substitution
of Underwriters. If any Underwriter shall default in its obligation to purchase on any Closing Date the Shares agreed to be
purchased hereunder on such Closing Date, the Representative shall have the right, within 36 hours thereafter, to make arrangements
for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase such Shares on the terms contained
herein. If, however, the Representative shall not have completed such arrangements within such 36-hour period, then the Company
shall be entitled to a further period of 36 hours within which to procure another party or other parties reasonably satisfactory
to the Underwriters to purchase such Shares on such terms. If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by the Representative and the Company as provided above, the aggregate number
of Shares which remains unpurchased on such Closing Date does not exceed one-eleventh of the aggregate number of all the Shares
that all the Underwriters are obligated to purchase on such date, then the Company shall have the right to require each non-defaulting
Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such date and, in addition,
to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter
agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. In any such case, either
the Representative or the Company shall have the right to postpone the applicable Closing Date for a period of not more than seven
days in order to effect any necessary changes and arrangements (including any necessary amendments or supplements to the Registration
Statement or Prospectus or any other documents), and the Company agrees to file promptly any amendments to the Registration Statement
or the Prospectus which in the opinion of the Company and the Underwriters and their counsel may thereby be made necessary.


 






    	 	30	 



     

    

 


If, after giving effect
to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by the Representative and the Company
as provided above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number
of all the Shares to be purchased at such date, then this Agreement or, with respect to a Closing Date which occurs after the
first Closing Date, the obligations of the Underwriters to purchase and of the Company, as the case may be, to sell the Option
Shares to be purchased and sold on such date, shall terminate, without liability on the part of any non-defaulting Underwriter
to the Company, and without liability on the part of the Company, except as provided in Sections 4(b), 5, 6
and 7. The provisions of this Section 8 shall not in any way affect the liability of any defaulting Underwriter
to the Company or the non-defaulting Underwriters arising out of such default. The term “Underwriter”
as used in this Agreement shall include any person substituted under this Section 8 with like effect as if such person
had originally been a party to this Agreement with respect to such Shares.


 


9.          Miscellaneous.
The respective agreements, representations, warranties, indemnities and other statements of the Company and the several Underwriters,
as set forth in this Agreement or made by or on behalf of them pursuant to this Agreement, shall remain in full force and effect,
regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company
or any of their respective officers, directors or controlling persons referred to in Sections 5 and 6, and shall
survive delivery of and payment for the Shares. In addition, the provisions of Sections 4(b), 5, 6 and 7
shall survive the termination or cancellation of this Agreement.


 


This Agreement has
been and is made for the benefit of the Underwriters, the Company and their respective successors and assigns, and, to the extent
expressed herein, for the benefit of persons controlling any of the Underwriters, or the Company, and the directors and officers
of the Company, and their respective successors and assigns, and no other person shall acquire or have any right under or by virtue
of this Agreement. The term “successors and assigns” shall not include any purchaser of Shares from any Underwriter
merely because of such purchase.


 


This Agreement constitutes
the entire agreement of the parties to this Agreement and supersedes all prior or contemporaneous written or oral agreements,
understandings, promises and negotiations with respect to the subject matter hereof. This Agreement may only be amended by a written
instrument executed by each of the parties hereto.


 


The invalidity or
unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability
of any other section, paragraph, clause or provision. If any term or provision of this Agreement or the performance thereof shall
be invalid or unenforceable to any extent, such invalidity or unenforceability shall not affect or render invalid or unenforceable
any other provision of this Agreement and this Agreement shall be valid and enforced to the fullest extent permitted by law.


 


All
notices, consents and other communications under this Agreement must be in writing and will be deemed given (i) upon delivery,
when delivered personally, (ii) on the fifth business day after being mailed by certified mail, return receipt requested, (iii)
the next business day after delivery to a recognized overnight courier, or (iv) upon transmission and confirmation of receipt
if sent by facsimile transmission or e-mail, to the parties at the following addresses or facsimile numbers (or to such other
address or facsimile number as such party may have specified by notice given to the other party pursuant to this provision): (a)
if to the Representative, (I) c/o Laidlaw & Company (UK) Ltd., 546 Fifth Avenue, 5th Floor, New York, New York
10036, Attention: Hugh Regan, Executive Director, Fax Number: (212) 297-0670, with a copy (which shall not constitute notice)
to Sichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, New York 10006, Attention: Richard A. Friedman,
Esq., e-mail: rfriedman@srff.com and (b) if to the Company, to its agent for service as such agent’s address
appears on the cover page of the Registration Statement with a copy (which shall not constitute notice) to CKR Law LLP, 1330 Avenue
of the Americas, 14th Floor, New York, New York 10019, Attention: Stephen A. Weiss, Esq., Fax Number: (212) 259-8200,
email: sweiss@ckrlaw.com.


 






    	 	31	 



     

    

 


This Agreement
shall be deemed to have been executed and delivered in New York City, New York, United States of America, and both this Agreement
and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect, and in all other
respects by the laws of the State of New York, United States of America, without regard to the conflicts of laws principals thereof
(other than Section 5-1401 of The New York General Obligations Law).


 


Each of the Underwriters
and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the
transactions contemplated hereby shall be instituted exclusively in the Supreme Court of the State of New York, New York County,
or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may have now
or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the Supreme
Court of the State of New York, New York County, or the United States District Court for the Southern District of New York in
any such suit, action or proceeding. Each of the Underwriters and the Company further agrees to accept and acknowledge service
of any and all process which may be served in any such suit, action or proceeding in the Supreme Court of the State of New York,
New York County, or in the United States District Court for the Southern District of New York and agrees that service of process
upon the Company mailed by certified mail to the Company’s address or delivered by Federal Express via overnight delivery
shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service
of process upon the Underwriters mailed by certified mail to the Underwriters’ address or delivered by Federal Express via
overnight delivery shall be deemed in every respect effective service process upon the Underwriter, in any such suit, action or
proceeding.


 


This Agreement may
be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original and all such counterparts shall together constitute one and the same instrument. Execution and delivery
of a signed counterpart of this Agreement by facsimile or e-mail/.pdf transmission shall constitute valid and sufficient execution
and delivery thereof.


 


The failure of any
of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a
waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of
any of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance
or non-fulfillment of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed
by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance
or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.


 


[Signature Page Follows]


 




    	 	32	 



     

    

 


Please confirm that
the foregoing correctly sets forth the agreement among us.


 


	 	Very truly yours,
	 	 
	 	PROTEA BIOSCIENCES GROUP, INC.
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 





	Confirmed:	 	 
	 	 	 
	Acting severally on behalf of itself	 	 
	and as Representative of the several	 	 
	Underwriters named in Schedule I	 	 
	annexed hereto.	 	 
	 	 	 
	LAIDLAW & COMPANY (UK) LTD.	 	 
	 	 	 
	By	 	 	 
	 	Name:	 	 
	 	Title:	 	 




 


[Signature Page to Underwriting Agreement]


 




     


     

    

 


SCHEDULE
I


 


	Name	 	Number of Firm Shares to Be	 	Number of Option Shares to
	 	 	Purchased	 	Be Purchased
	Laidlaw & Company (UK) Ltd.	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Total	 	 	 	 


 




     


     

    

 


SCHEDULE II


 


Pricing Information


 


The initial public offering price per
share for the Shares is $[●].


 


The number of Firm Shares to be purchased
by the Underwriters is [●].


 


The number of Option Shares to be purchased
by the Underwriters is [●].


 


The underwriting discount per share for
the Shares is $[●].


 


The settlement date is [●].


 




     


     

    

 


SCHEDULE III


 


Issuer Free Writing Prospectuses


 


[None]


 




     


     

    

 


SCHEDULE IV


 


Written Testing-the-Waters Communications


 


[●]


 




     


     

    

 


EXHIBIT A


 


Form of Lock-Up Agreement 


_________________, 2016


Laidlaw & Company (UK) Ltd.


As Representative of the Several Underwriters


c/o Laidlaw
& Company (UK) Ltd.


546 Fifth Avenue, 5th Floor


New York, New York 10036


 


		Re:	Public Offering of Protea Biosciences
                                         Group, Inc.



 


Ladies and Gentlemen:


 


The undersigned understands
that you, as Representative (the “Representative”) of the several underwriters, propose to enter into an Underwriting
Agreement (the “Underwriting Agreement”) with Protea Biosciences Group, Inc. (the “Company”),
providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule
I to the Underwriting Agreement (the “Underwriters”), of shares of the Company’s common stock, par
value $0.0001 per share (the “Common Stock”).


 


In consideration of
the Underwriters’ agreement to enter into the Underwriting Agreement and to proceed with the Public Offering, and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees for the benefit of
the Company, you and the other Underwriters that, without the prior written consent of the Representative on behalf of the Underwriters,
the undersigned will not, during the period ending 90 days (the “Lock-Up Period”) after the date of the final
prospectus relating to the Public Offering (the “Prospectus”), directly or indirectly (1) offer, pledge, assign,
encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, any shares of Common
Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of record or beneficially
(as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the undersigned on
the date hereof or hereafter acquired (such shares, the “Beneficially Owned Shares”), (2) enter into any swap
or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Beneficially Owned
Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such
other securities, in cash or otherwise, or publicly announce an intention to do either of the foregoing, or (3) engage in any
short selling of the Common Stock. In addition, the undersigned agrees that, without the prior written consent of the Representative
on behalf of the Underwriters, the undersigned will not, during the period ending 90 days after the date of the Prospectus, make
any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible
into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, the undersigned may transfer securities of
the Company (i) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound
by the restrictions set forth herein, (ii) pursuant to a valid domestic order or divorce decree or settlement or by will, other
testamentary document or intestate succession upon the death of the undersigned; provided that the transferee agrees in
writing to be bound by the restrictions set forth herein, (iii) to any family member or any trust for the direct or indirect benefit
of the undersigned or the immediate family of the undersigned, provided that such family member or the trustee of the trust
agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not
involve a disposition for value, (iv) if the undersigned is a corporation, limited liability company, partnership, trust or other
business entity, a transfer as part of a transfer or distribution by the undersigned to its stockholders, members, partners, beneficiaries
or other equity holders; provided that the transferee agrees in writing to be bound by the restrictions set forth herein,
and provided further that any such transfer or distribution shall not involve a disposition for value, (v) to the Company
pursuant to the vesting of or exercise by the undersigned of any equity incentive awards issued pursuant to the Company’s
stock option or incentive plans as disclosed in the Prospectus, on a “cashless” or “net exercise” basis
(which, for the avoidance of doubt shall not include “cashless” exercise programs involving a broker or third party);
provided that the Common Stock received upon such exercise shall remain subject to the restrictions set forth herein, (vi)
to the Company pursuant to any contractual arrangement that provides for the repurchase of the undersigned’s Common Stock
or such other securities by the Company or in connection with the termination of the undersigned’s employment or other service
relationship with the Company, or (vii) pursuant to a bona fide third party tender offer, merger, consolidation or other
similar transaction made to all holders of the Company’s capital stock involving a change of control of the Company, provided
that in the event that the tender offer, merger, consolidation or other such transaction is not completed, the undersigned’s
Common Stock shall remain subject to the restrictions set forth herein, and provided further that the consideration per
share of Common Stock paid in such transaction shall be no less than the public offering price per share paid in the Public Offering.


 






    	 	A-1	 



     

    

 


In addition, the restrictions
set forth herein shall not prevent the undersigned from entering into a sales plan pursuant to Rule 10b5-1 under the Exchange
Act after the date hereof, provided that (i) a copy of such plan is provided to the Representative promptly upon entering
into the same and (ii) no sales or transfers may be made under such plan until the Lock-Up Period ends or this Agreement
is terminated in accordance with its terms.


 


If the undersigned
is an officer or director of the Company, the undersigned further agrees that the foregoing restrictions shall be equally applicable
to any issuer-directed shares of Common Stock the undersigned may purchase in the Public Offering.


 


If the undersigned
is an officer or director of the Company: (1) this letter agreement is being delivered in reliance on the agreement of the Representative
that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection
with a proposed transfer of shares of Common Stock by the undersigned, the Representative will notify the Company of the impending
release or waiver, and (2) the undersigned acknowledges that the Company has agreed in the Underwriting Agreement to announce
the impending release or waiver by press release through a major news service at least two business days before the effective
date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall
only be effective two business days after the publication date of such press release. The provisions of this paragraph will not
apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed
in writing to be bound by the same terms described in this letter agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.


 






    	 	A-2	 



     

    

 


In furtherance of
the foregoing, the Company and any duly appointed transfer agent for the registration or transfer of the securities of the Company
subject to this letter agreement are hereby authorized to decline to make any transfer of securities if such transfer would constitute
a violation or breach of this letter agreement.


 


The undersigned further
agrees that (i) 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 1933, as amended ( 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, and (ii) the Company may, with respect to any Common Stock or other Beneficially Owned
Shares or any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares owned
or held (of record or beneficially) by the undersigned, cause the transfer agent or other registrar to enter stop transfer instructions
and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as the same may be extended
as described above).


 


The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this letter agreement. All authority herein
conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the parent, successors, assigns,
heirs or personal Representative of the undersigned.


 


The undersigned understands
that, if (1) the Underwriting Agreement is not entered into on or prior to [September 30, 2016], (2) the Underwriting Agreement
(other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery
of the Common Stock to be sold thereunder, (3) the Company submits or files and later withdraws the Registration Statement relating
to the Public Offering, or (4) the Representative, on the one hand, or the Company, on the other hand, informs the other, prior
to the execution of the Underwriting Agreement, that it has determined not to proceed with the Public Offering, the undersigned
shall be released immediately from all obligations under this letter agreement.


 


The undersigned, whether
or not participating in the Public Offering, understands that the Underwriters are entering into the Underwriting Agreement and
proceeding with the Public Offering in reliance upon this letter agreement.


 


[Signature Page Follows]


 




    	 	A-3	 



     

    

 


This letter agreement
shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws
principles thereof. Delivery of a signed copy of this letter agreement by facsimile or e-mail/.pdf transmission shall be effective
as delivery of the original hereof.


 


	 	Very truly yours,	 
	 	 	 
	 	FOR INDIVIDUALS:	 
	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	FOR ENTITIES:	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	A-4	 



     

    

 


EXHIBIT B


 


FORM OF PRESS RELEASE


 


Protea Biosciences Group, Inc.


[Date]


 


Protea Biosciences Group, Inc. (the “Company”)
announced today that Laidlaw & Company (UK) Ltd., the sole book-running manager in the Company’s recent public sale
of _________ shares of common stock, is [waiving] [releasing] a lock-up restriction with respect to ____ shares of the Company’s
common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take
effect on ______________, 20__ , and the shares may be sold on or after such date.


 


This press release is not an offer for
sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may
not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities
Act of 1933, as amended.


 






    	 	B-1