Exhibit 10.29


 


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of May 23, 2013, is entered into by and among CorMedix Inc., a Delaware
corporation with offices located at 745 Route 202-206, Suite 303, Bridgewater, New Jersey 08807 (the “Company”),
and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


RECITALS


 


A.The Company
and each Buyer desire to enter into this transaction to purchase the Notes (as defined below) set forth herein pursuant to
(i) a currently effective shelf registration statement on Form S-3, which has at least sufficient availability for the
issuance of the Notes, Conversion Shares and Interest Shares of the Company contemplated by this Agreement (Registration
Number 333-185737) (the “Registration Statement”), which Registration Statement has been declared
effective in accordance with the Securities Act of 1933, as amended (the “1933 Act”), by the United States
Securities and Exchange Commission (the “SEC”) and (ii) an exemption from the registration requirements of
Section 5 of the 1933 Act contained in Section 4(2) thereof and/or Regulation D thereunder.


 


B.The Company has
authorized the issuance of one or more series of senior secured convertible notes, in the form attached hereto as Exhibit
A (the “Notes”), which Notes shall be convertible into shares of common stock, $0.001 par value per
share, of the Company (the “Common Stock”) (as converted, collectively, together with any shares of Common Stock
issuable as interest or otherwise pursuant to such Notes, the “Conversion Shares”).


 


C. Each Buyer wishes
to purchase, and the Company wishes to sell at the Closing (as defined below), upon the terms and conditions stated in this Agreement,
(a) a Note in the aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers (which aggregate principal amount for all Buyers shall not exceed $1.5 million) and (b) a warrant to acquire up to that
aggregate number of additional shares of Common Stock set forth opposite such Buyer’s name in column (4) on the Schedule
of Buyers, in the form attached hereto as Exhibit B (the “Warrants”) (as exercised, collectively,
the “Warrant Shares”).


 


D.The Notes are
entitled to interest, amortization payments and certain other amounts, which, at the option of the Company and subject to certain
conditions, may be paid in shares of Common Stock (the "Interest Shares") or in cash.


 


E.The Notes, the
Conversion Shares, the Interest Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities.”


 






    	 



    	 



    

 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


		1.	PURCHASE AND SALE OF NOTES AND WARRANTS.



 


		(a)	Notes and Warrants.





 


(i)Closing.
Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a) below, the Company shall issue and
sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined
below), a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers along with (x) a Warrant to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s
name in column (4) on the Schedule of Buyers (the “Closing”).


 


		(b)	Closing. The Closing shall occur at the offices
of Ellenoff, Grossman & Schole, LLP, 150 E. 42nd Street, New York, NY 10017.



 


(i)Closing.
The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st)
Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6(a) and 7(a) below are satisfied
or waived (or such later date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day”
means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required
by law to remain closed.


 


		(c)	Purchase Price. The aggregate purchase price for
the Notes to be purchased by each Buyer (the “Purchase Price”) shall be the amount set forth opposite such
Buyer’s name in column (5) on the Schedule of Buyers, which price shall be 95% of the principal amount of the Note to be
issued to each Buyer. The Buyers and the Company agree that for purposes of applying Section 305 of the Internal Revenue Code
of 1986, as amended (the "Code"), the Company will apply Section 1273(c)(2) of the Code as if the Notes and the
Warrants constitute an "investment unit" for purposes of Section 1273(c)(2) of the Code. The parties agree that the
Purchase Price shall be allocated between each Note and Warrant in accordance with Section 1273(c)(2) of the Code and Treasury
Regulation Section 1.1273-2(h) as mutually agreed to by the parties, and none of the parties shall take any position inconsistent
with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes.



 


		(d)	Form of Payment.



 


(i)On
the Closing Date, (A) each Buyer shall pay its respective Purchase Price (less any amounts permitted to be withheld by such Buyer
pursuant to Section 4(j)) to the Company for the Notes to be issued and sold to such Buyer at the Closing, by wire transfer of
immediately available funds in accordance with the Company’s written wire instructions to the cash collateral account established
under the Cash Collateral Account Agreement (as defined below) (the “Cash Collateral Account”) and (B) the Company
shall deliver to each Buyer (x) a Note in the aggregate original principal amount as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers and (y) a Warrant pursuant to which such Buyer shall have the right to acquire up to such
aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) of the Schedule of Buyers, in
each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.


 






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(e)Rank.
Each Buyer acknowledges that the Notes shall rank pari passu with each other.


 


		2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


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


 


(a) Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the
transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out
its obligations hereunder and thereunder.


 


(b) Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and
constitutes the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their
respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.


 


(c)  No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions
contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which
such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal
and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults,
rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect
on the ability of such Buyer to perform its obligations hereunder.


 


(d) Receipt of
Prospectus Supplement. Such Buyer acknowledges receipt of the Company’s
Prospectus Supplement relating to the offering of the Securities, which Prospectus Supplement is required to be delivered to
such Buyer pursuant to Section 4(c) below. Such Buyer acknowledges that it has had an opportunity to review the Prospectus
Supplement prior to committing to purchase any of the Securities.


 





(e) Buyer Status. At the
time such Buyer was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any
Warrants, it will be an “accredited investor” as defined in Rule 501 under the Securities Act.


 


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


  


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date and except as set forth in the Disclosure
Schedule hereto:


 






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(a) Organization
and Qualification. Each of the Company and its Subsidiaries (as defined in the Notes) are entities duly organized and
validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite
power and authorization to own their properties and to carry on their business as now being conducted and as presently
proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do
business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business
conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good
standing would not have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results
thereof), condition (financial or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole,
(ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of
the Company to perform any of its obligations under any of the Transaction Documents (as defined below). Other than its
Subsidiaries, there is no Person in which the Company, directly or indirectly, (i) owns any of the capital stock or holds an
equity or similar interest or (ii) controls or operates all or any part of the business, operations or administration of such
Person. As of the date of this Agreement, the Company has no Subsidiaries other than CorMedix Europe GmbH.


 


 


(b) Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under
this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and
thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the
consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation and subject to
the provisions contained in Section 2(c) above, the issuance of the Notes and issuance of the Conversion Shares issuable upon
conversion of the Notes and the reservation for issuance and issuance of any Interest Shares issuable pursuant to the terms
of the Notes, the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon
exercise of the Warrants) have been duly authorized by the Company’s board of directors or other governing body and
(other than the filing with the SEC of a prospectus supplement in connection with the Closing as required by the Registration
Statement pursuant to Rule 424(b) under the 1933 Act (a “Prospectus Supplement”) supplementing the base
prospectus forming part of the Registration Statement (the “Prospectus”) (and any other filings as may be
required by any state securities agencies in connection therewith), no further filing, consent or authorization is required
by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other
Transaction Documents to be delivered on or prior to the Closing will be prior to Closing, duly executed and delivered by the
Company, and upon such execution will constitute the legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except as such enforceability may be limited by general
principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to
indemnification and to contribution may be limited by federal or state securities law. “Transaction
Documents” means, collectively, this Agreement, the Notes, the Security Agreement (as defined below), the
Subsidiary Guarantee(s) (as defined below), the Cash Collateral Account Agreement (as defined below), the Warrants, the
Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or
delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended
from time to time.


 






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(c) Issuance
of Securities. The issuance of the Notes and the Warrants are duly authorized and upon issuance in accordance with
the terms of the Transaction Documents shall be validly issued, fully paid and non-assessable and free from all preemptive
or similar rights, taxes, liens, charges and other encumbrances with respect to the issuance thereof. The Company shall
have reserved from its duly authorized capital stock as of the Closing Date, (i) not less than 125% of the maximum number
of Conversion Shares issuable upon conversion of the Notes (determined without taking into account any limitations on
the conversion of the Notes set forth therein and assuming that the Notes are convertible at the initial Conversion Price
(as defined in the Notes) and (ii) 125% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes
from the Closing Date through the maturity date of the Notes (determined without taking into account any limitations on
the conversion of the Notes set forth therein) and (iii) the maximum number of Warrant Shares issuable upon exercise of
the Warrants (without taking into account any limitations on the exercise of the Warrants set forth therein). Upon issuance
or conversion in accordance with the Notes or exercise in accordance with the Warrants (as the case may be), the
Conversion Shares, the Interest Shares and the Warrant Shares, respectively, when issued, will be validly issued, fully paid
and nonassessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect
to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The issuance by
the Company of the Securities (other than the Warrants and the Warrant Shares) has been registered under the 1933 Act, the
Securities (other than the Warrants and the Warrant Shares) are being issued pursuant to the Registration Statement and all
of the Securities (other than the Warrants and the Warrant Shares) are freely transferable and freely tradable by each of the
Buyers without restriction. The Registration Statement is effective and available for the issuance of the Securities
thereunder and the Company has not received any notice that the SEC has issued or intends to issue a stop-order with respect
to the Registration Statement or that the SEC otherwise has suspended or withdrawn the effectiveness of the Registration
Statement, either temporarily or permanently, or intends or has threatened in writing to do so. The “Plan of
Distribution” section under the Registration Statement permits the issuance and sale of the Securities (other than the
Warrants and the Warrant Shares) hereunder and as contemplated by the other Transaction Documents. Upon receipt of
the Securities, each of the Buyers will have good and marketable title to the Securities. The Registration Statement and
any prospectus included therein, including the Prospectus and the Prospectus Supplement, complied in all material respects
with the requirements of the 1933 Act and the 1934 Act and the rules and regulations of the SEC promulgated thereunder and
all other applicable laws and regulations. At the time the Registration Statement and any amendments thereto became
effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the 1933
Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the
requirements of the 1933 Act and did not and will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and
any amendments or supplements thereto (including, without limitation, the Prospectus Supplement), at the time the Prospectus
or any amendment or supplement thereto was issued and at the Closing Date, complied, and will comply, in all material
respects with the requirements of the 1933 Act and did not, and will not, contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which
they were made, not misleading. The Company meets all of the requirements for the use of Form S-3 under the 1933 Act for the
offering and sale of the Securities (other than the Warrants and the Warrant Shares) contemplated by this Agreement and the
other Transaction Documents, and the SEC has not notified the Company of any objection to the use of the form of the
Registration Statement pursuant to Rule 401(g)(1) under the 1933 Act. The Registration Statement meets the requirements set
forth in Rule 415(a)(1)(x) under the 1933 Act.


 






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(d) No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and the consummation by
the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Notes, the Warrants, the Conversion Shares, the Interest Shares and the Warrant Shares and the reservation
for issuance of the Conversion Shares, the Interest Shares and the Warrant Shares as contemplated under Section 2(c) above)
will not (i) result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents
of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined
below) of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice
or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or
(iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state
securities laws and regulations and the rules and regulations of the NYSE MKT (the “Principal Market”) and
including all applicable federal laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by
which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (ii)
or (iii) above, to the extent such violations that could not reasonably be expected to have a Material Adverse Effect.


 


(e) Consents.
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with (other than the filing with the SEC of the Prospectus Supplement, and any other filings as may be required by
any state securities agencies), any Governmental Entity or other self-regulatory organization or body or any other Person in order
for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in
each case, in accordance with the terms hereof or thereof, except for the filing of a notification form with the Principal Market.
All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant
to the preceding sentence have been obtained or effected on or prior to the Closing Date, and neither the Company nor any of its
Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining
or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in
violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably
lead to delisting or suspension of the Common Stock in the foreseeable future. As used herein, “Governmental Entity”
means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state,
local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body
exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority
or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a
government or a public international organization or any of the foregoing.


 






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(f) Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in
the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its
knowledge, an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its
knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined for purposes of Rule
13d-3 of the Securities Exchange Act of 1934, as amended (the “1934 Act”)). The Company further
acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any
similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any
advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the
transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The
Company further represents to each Buyer that the Company’s decision to enter into the Transaction Documents to which
it is a party has been based solely on the independent evaluation by the Company and its representatives.


 


(g) No
Placement Agent’s Fees. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other
agent in connection with the offer or sale of the Securities, and no Person is owed any fee or commission in connection with
the transactions contemplated hereby except as expressly set forth herein.


 


(h) Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares, Interest Shares and Warrant Shares
will increase in certain circumstances. The Company further acknowledges that its obligation to issue the Conversion Shares
upon conversion of the Notes in accordance with this Agreement and the Notes, the Interest Shares in accordance with this
Agreement and the Notes and the Warrant Shares upon exercise of the Warrants in accordance with this Agreement and the
Warrants, is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership
interests of other stockholders of the Company.


 


(i) Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if
any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill
(including, without limitation, any distribution under a rights agreement) or other similar anti-takeover provision under the
Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the
Securities. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable
any stockholder rights plan or similar arrangement relating to accumulations of beneficial ownership of shares of Common
Stock or a change in control of the Company or any of its Subsidiaries.


 






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(j) SEC
Documents; Financial Statements. During the two (2) years prior to the date hereof, the Company has timely filed all
reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting
requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and
financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred
to as the “SEC Documents”). The Company has delivered to the Buyers or their respective representatives
true, correct and complete copies of each of the SEC Documents not available on the EDGAR system requested by the Buyers or
their respective representatives. As of their respective dates, the SEC Documents complied in all material respects with the
requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements
of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing.
Such financial statements have been prepared in accordance with generally accepted accounting principles, consistently
applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or
summary statements) and fairly present in all material respects the financial position of the Company as of the dates
thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No
other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents
(including, without limitation, information referred to in Section 4(l) of this Agreement) contains any untrue statement of a
material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the
light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate
any of the financial statements (including without limitation, any notes or any letter of the independent accountants of the
Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the
Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial
Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and
regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company
amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the
Financial Statements.


 


(k) Absence of
Certain Changes. Since the date of the Company’s most recent audited financial statements contained in a Form 10-K
and any subsequent unaudited financial statements contained in a Form 10-Q, there has been no material adverse change and no
material adverse development in the business, assets, liabilities, properties, operations (including results thereof),
condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Except as disclosed in Schedule
3(k), since the date of the Company’s most recent audited financial statements contained in a Form 10-K, neither
the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the
aggregate, outside of the ordinary course of business or (iii) made any material capital expenditures, individually or in the
aggregate. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or
statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or
any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary
bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. The Company and
its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof, and after giving effect to the
transactions contemplated hereby to occur at the Closing will not be, Insolvent (as defined below). The Company and its
Subsidiaries, individually and on a consolidated basis, are not, assuming the concurrent payment of the Purchase
Price, Insolvent (as defined below). For purposes of this Section 3(k), “Insolvent” means, (I) with
respect to the Company and its Subsidiaries, on a consolidated basis, (i) the present fair saleable value of the
Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its
Subsidiaries’ total Indebtedness (as defined below), (ii) the Company and its Subsidiaries are unable to pay their
debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or
(iii) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their
ability to pay as such debts mature; and (II) with respect to the Company and each Subsidiary, individually, (i) the present
fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount
required to pay its respective total Indebtedness, (ii) the Company or such Subsidiary (as the case may be) is unable to pay
its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (iii) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur
debts that would be beyond its respective ability to pay as such debts mature. Neither the Company nor any of its
Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in any
transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small
capital.


 






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(l) No
Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has
occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any
of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition
(financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a
registration statement on Form S-1 filed with the SEC relating to an issuance and sale by the Company of its Common Stock and
which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or
(iii) could have a Material Adverse Effect.


 


(m) Conduct of
Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in
default under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other
outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter,
certificate of formation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its
Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the
Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in
violation of any of the foregoing, except in all cases for possible violations which could not, individually or in the
aggregate, have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation
of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances
that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future.
During the two years prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the
Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii)
the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or
delisting of the Common Stock from the Principal Market. The Company and each of its Subsidiaries possess all certificates,
authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses,
except where the failure to possess such certificates, authorizations or permits would not have, individually or in the
aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings
relating to the revocation or modification of any such certificate, authorization or permit.


 






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(n) Foreign
Corrupt Practices. Neither the Company, its Subsidiaries or any director, officer, agent, employee, nor any other Person
acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have
violated the U.S. Foreign Corrupt Practices Act (the “FCPA”) or any other applicable anti-bribery or
anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money,
or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other
person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any
candidate for political office (individually and collectively, a “Government Official”) or to any person
under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money
or thing of value would be offered, given or promised, directly or indirectly, to any Governmental Official, for the purpose
of:


 


(1)(A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official
to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government
Official to influence or affect any act or decision of any Governmental Entity, or


 


(2)assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 


(o) Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with all applicable requirements of the Sarbanes-Oxley Act of 2002
that are effective as of the date hereof, and all applicable rules and regulations promulgated by the SEC thereunder that are
effective as of the date hereof, except where the failure to comply could not have, individually or in the aggregate, a
Material Adverse Effect.


 






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(p) Transactions
With Affiliates. None of the officers, directors, employees or affiliates of the Company or any of its Subsidiaries is
presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as
employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of
services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from
any such officer, director, employee or affiliate or, to the knowledge of the Company or any of its Subsidiaries, any
corporation, partnership, trust or other Person in which any such officer, director, or employee has a substantial interest
or is an employee, officer, director, trustee, affiliate or partner.


 


(q) Equity
Capitalization. As of the date hereof, the authorized capital stock of the Company consists of (i) 80,000,000 shares of
Common Stock, of which, 13,282,665 are issued and outstanding and 14,291,533
shares are reserved for issuance pursuant to securities (other than the Notes and the Warrants) exercisable or exchangeable
for, or convertible into, shares of Common Stock and (ii) 2,000,000 shares of preferred stock, of which 761,429 shares of
non-voting convertible Series A Preferred Stock (“Preferred Stock”) are authorized and 287,324 shares of which
are issued and outstanding. No shares of Common Stock or Preferred Stock are held in treasury. All of such outstanding shares
are duly authorized and have been, or upon issuance will be, validly issued and are fully paid and nonassessable. An
aggregate of 328,130 shares of the Company’s issued and outstanding Common Stock on the date hereof are as of the date
hereof owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the
assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding Common
Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of
federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, as of the date hereof,
no Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the
assumption that all Convertible Securities (as defined below), whether or not presently exercisable or convertible, have been
fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion
(including “blockers”) contained therein without conceding that such identified Person is a 10% stockholder for
purposes of federal securities laws). Except as disclosed in Schedule 3(q): (i) none of the Company’s or any
Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company or any Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or
exercisable or exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional
capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable
for, any capital stock of the Company or any of its Subsidiaries; (iii) there are no outstanding debt securities, notes,
credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or
any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound; (iv) there are no
financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (v)
there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale
of any of their securities under the 1933 Act; (vi) there are no outstanding securities or instruments of the Company or any
of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts,
commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem
a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company nor any Subsidiary
has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and
(ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC
Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the
Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could
not have a Material Adverse Effect. The Company has furnished to the Buyers true, correct and complete copies of the
Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of
Incorporation”), and the Company’s bylaws, as amended and as in effect on the date hereof (the
“Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of
Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC
Documents.


 






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(r) Indebtedness
and Other Contracts. Except as disclosed on Schedule 3(r), neither the Company nor any of its Subsidiaries (i) has
any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of
which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected
to result in a Material Adverse Effect, (iii) is in violation of any term of, or in default under, any contract, agreement or
instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the
aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any
Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a
Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without
duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred
purchase price of property or services (including, without limitation, “capital leases” in accordance with
generally accepted accounting principles) (other than trade payables entered into in the ordinary course of business),
(C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments,
(D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any
conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or
assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such
agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under
any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied
for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through
(F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any mortgage, claim, lien, tax, right of first refusal, encumbrance, pledge, charge, security interest or other
encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the
Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all
Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through
(G) above; (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability,
contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another
Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide
assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against
loss with respect thereto; and (z) “Person” means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated organization, any Governmental Entity or other
self-regulatory organization or body, any other entity and a government or any department or agency thereof.


 






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(s) Absence of
Litigation. There is no action, suit, proceeding, inquiry or investigation before or by the Principal Market, any
Governmental Entity or other self-regulatory organization or body pending or, to the knowledge of the Company, threatened
against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company’s or its
Subsidiaries’ officers or directors which is outside of the ordinary course of business or individually or in the
aggregate material to the Company or any of its Subsidiaries. There has not been, and to the knowledge of the Company, there
is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or
former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order
suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act.


 


(t) Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses
and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which
the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance
coverage sought or applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be
unable to renew its existing insurance coverage as and when such coverage expires or to obtain substantially similar coverage
from substantially similar insurers as may be necessary to continue its business at a cost that would not have a Material
Adverse Effect.


 


(u) Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs
any member of a union. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee
of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave
the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such
Subsidiary. No executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to
be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information
agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant, and the continued
employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in
compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment
practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance
would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.


 






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(v) Title.
The Company and its Subsidiaries have good and marketable title in fee simple to all real property and have good and
marketable title to all personal property owned by them which is material to the business of the Company and its
Subsidiaries, in each case, free and clear of all liens, encumbrances and defects except such as do not materially affect the
value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any
of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by
them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the
use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 


(w) Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade
names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works,
inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all
applications and registrations therefor (“Intellectual Property Rights”) necessary to conduct their
respective businesses as now conducted and as presently proposed to be conducted, except where the absence to do so could not
reasonably be expected to have a Material Adverse Effect. None of the Company’s or its Subsidiaries’ Intellectual
Property Rights have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within
three years from the date of this Agreement. The Company has no knowledge of any infringement by the Company or any of its
Subsidiaries of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to
the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries
regarding their Intellectual Property Rights. The Company is not aware of any facts or circumstances which might give rise to
any of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken
reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual
Property Rights.


 


(x) Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as defined below), (ii) have
received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval,
except where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all
federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without
limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants,
or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or
otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of
Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved
thereunder.


 






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(y) Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by
applicable law) to receive dividends and distributions on, all capital securities of its Subsidiaries as owned by the Company
or such Subsidiary.


 


(z) Tax
Status. Each of the Company and its Subsidiaries (i) has filed all foreign, federal and state income and all other
material tax returns, reports and declarations required to be filed by any jurisdiction to which it is subject, except for
any tax returns for which valid extensions have been filed and are still in effect, (ii) has paid all taxes and other
governmental assessments and charges that are material in amount, due and owing and shown or determined to be due on such
returns, reports and declarations, except those being contested in good faith and (iii) has set aside on its books provision
reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or
declarations apply. There are no unpaid taxes in any material amount claimed in writing to be due by the taxing authority of
any jurisdiction, and the Company and its Subsidiaries know of no basis for any such claim. The Company is not a foreign
corporation so as to qualify potentially as a passive foreign investment company, as defined in Section 1297 of the Code.


 


(aa) Internal
Accounting and Disclosure Controls. Each of the Company and its Subsidiaries maintains internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles, including that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to maintain asset and liability
accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s
general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the
existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The
Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are
effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under
the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the
SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and its principal financial officer or officers, as
appropriate, to allow timely decisions regarding required disclosure. During the past two years neither the Company nor
any of its Subsidiaries has received any notice or correspondence from any accountant or other Person relating to any
potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the
Company or any of its Subsidiaries.


 


(bb) Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its
Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its
1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 



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


 


(dd) Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public
disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the
Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any
of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation,
purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on
securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties
in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a
“short” position in the Common Stock which was established prior to such Buyer’s knowledge of the
transactions contemplated by the Transaction Documents, and (iii) each Buyer shall not be deemed to have any affiliation with
or control over any arm’s length counterparty in any “derivative” transaction. The Company further
understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction
Documents pursuant to the 8-K Filings (as defined below) one or more Buyers may engage in hedging and/or trading activities
at various times during the period that the Securities are outstanding, including, without limitation, during the
periods that the value and/or number of the Interest Shares or Conversion Shares, as applicable, deliverable with respect to
the Securities are being determined and (b) such hedging and/or trading activities, if any, can reduce the value of the
existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities
are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a
breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed in connection herewith
or therewith.


 


(ee) Manipulation
of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on
their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any
of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the
Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company or any of its Subsidiaries.


 


(ff) U.S. Real
Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of
the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of
Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.


 


(gg)Transfer
Taxes. On the Closing Date, all stock transfer or other taxes (other than income or
similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to
each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will
be or will have been complied with.


 






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(hh)Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to
the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of
the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates
owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities
or twenty-five percent (25%) or more of the total equity of a bank or any equity that is subject to the BHCA and to regulation
by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the
management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.


 


(ii)Shell
Company Status. The Company is not, and has never been, an issuer identified in, or
subject to, Rule 144(i) promulgated under the 1933 Act.


 


(jj)Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of
its Subsidiaries nor, to the Company's knowledge (after reasonable inquiry of its officers and directors), any of the officers,
directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or
enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made
or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable
law, (a) as a kickback or bribe to any Person or (b) to any political organization, or the holder of or any aspirant to any elective
or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the
Company or any of its Subsidiaries.


 


(kk)Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not
previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations,
including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office
of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, "Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism" (66 Fed. Reg. 49079
(2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(ll)Management.
During the past five year period, to the knowledge of the Company, no current or former officer or director of the Company or any
of its Subsidiaries has been the subject of:


 


(i)a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


 






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(ii)a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not
relate to driving while intoxicated or driving under the influence);


 


(iii)any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;


 


(2)Engaging
in any type of business practice; or


 


(3)Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


 


(iv)any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be
associated with persons engaged in any such activity;


 


(v)a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or
vacated.


 


(mm)No
Additional Agreements. The Company does not have any agreement or understanding with
any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction
Documents.


 


(nn)Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding
company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility
Holding Act of 2005.


 


(oo)Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation
as a “public utility” under the Federal Power Act, as amended.


 






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(pp)Ranking
of Notes. No Indebtedness of the Company, at the Closing, will be senior to, or pari
passu with, the Notes in right of payment, whether with respect to payment or redemptions, interest, damages, upon liquidation
or dissolution or otherwise. 


 





(qq)Private
Placement. No registration under the 1933 Act is required for the offer and sale of the Warrants and the Warrant Shares issuable
upon exercise thereof by the Company to the Buyers as contemplated hereby.


  


Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or
counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning
the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other
Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit
to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading. Each press release issued by the Company or any of its Subsidiaries during the twelve (12) months
preceding the date of this Agreement did not at the time of release contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
under which they are made, not misleading. No event or circumstance has occurred or information exists with respect to the Company
or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof)
or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before
the date hereof or announcement by the Company but which has not been so publicly announced or disclosed. The Company acknowledges
and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby
other than those specifically set forth in Section 2.


 


		4.	COVENANTS.



 


Best Efforts.
Each Buyer shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 6.
The Company shall use its best efforts to timely satisfy each of the conditions to be satisfied by it as provided in Section 7.


 


Amendments to the
Registration Statement; Prospectus Supplement; Free Writing Prospectuses(a). 


 


(i)Except as provided
in this Agreement and other than periodic reports required to be filed pursuant to the 1934 Act, the Company shall not file with
the SEC any amendment to the Registration Statement that relates to the Buyers, this Agreement, the Securities (other than the
Warrant Shares) or the transactions contemplated hereby or thereby or file with the SEC any Prospectus Supplement that relates
to the Buyers, this Agreement, the Securities (other than the Warrant Shares) or the transactions contemplated hereby or thereby
with respect to which (a) the Buyers shall not previously have been advised, (b) the Company shall not have given due consideration
to any comments thereon received from the Buyers or counsel for the Buyers, or (c) the Buyers shall reasonably object after being
so advised, unless the Company reasonably has determined that it is necessary to amend the Registration Statement or make any supplement
to the Prospectus to comply with the 1933 Act or any other applicable law or regulation, in which case the Company shall promptly
(but in no event later than 24 hours) so inform the Buyers, the Buyers shall be provided with a reasonable opportunity to review
and comment upon any disclosure relating to the Buyers and the Company shall expeditiously furnish to the Buyers an electronic
copy thereof. In addition, for so long as, in the reasonable opinion of counsel for the Buyers, the Prospectus (or in lieu thereof,
the notice referred to in Rule 173(a) under the 1933 Act) is required to be delivered in connection with any acquisition or sale
of Securities (other than the Warrant Shares) by the Buyers, the Company shall not file any Prospectus Supplement with respect
to the Securities (other than the Warrant Shares) without delivering or making available a copy of such Prospectus Supplement,
together with the Prospectus, to the Buyers promptly.


 






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(ii)The Company has
not made, and agrees that unless it obtains the prior written consent of the Buyers it will not make, an offer relating to the
Securities that would constitute an “issuer free writing prospectus” as defined in Rule 433 promulgated under the 1933
Act (an “Issuer Free Writing Prospectus”) or that would otherwise constitute a “free writing prospectus”
as defined in Rule 405 promulgated under the 1933 Act (a “Free Writing Prospectus”) required to be filed by
the Company or the Buyers with the SEC or retained by the Company or the Buyers under Rule 433 under the 1933 Act. No Buyer has
made, and agrees that unless it obtains the prior written consent of the Company it will not make, an offer relating to the Securities
that would constitute a Free Writing Prospectus required to be filed by the Company with the SEC or retained by the Company under
Rule 433 under the 1933 Act. Any such Issuer Free Writing Prospectus or other Free Writing Prospectus consented to by the Buyers
or the Company is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company agrees
that (x) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus
and (y) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under the 1933 Act applicable
to any Permitted Free Writing Prospectus, including in respect of timely filing with the SEC, legending and record keeping.


 


(c) Prospectus
Delivery. Immediately prior to execution of this Agreement, the Company shall
have delivered to the Buyers, and as soon as practicable after execution of this Agreement the Company shall file,
a Prospectus Supplement with respect to the Securities (other than the Warrants and the Warrant Shares) to be issued on
the Closing Date, as required under, and in conformity with, the 1933 Act, including Rule 424(b) thereunder. The Company
shall provide the Buyers a reasonable opportunity to comment on a draft of such Prospectus Supplement and any Issuer Free
Writing Prospectus, shall give due consideration to all such comments and, subject to the provisions of Section 4(b) hereof,
shall deliver or make available to the Buyers, without charge, an electronic copy of each form of Prospectus Supplement,
together with the Prospectus, and any Permitted Free Writing Prospectus on the Closing Date. The Company consents to the use
of the Prospectus (and of any Prospectus Supplements thereto) in accordance with the provisions of the 1933 Act and with the
securities or “blue sky” laws of the jurisdictions in which the Securities (other than the Warrants and the
Warrants and the Warrant Shares) may be sold by a Buyer, in connection with the offering and sale of the Securities (other
than the Warrants and the Warrant Shares) and for such period of time thereafter as the Prospectus (or in lieu thereof, the
notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of
the Securities (other than the Warrants and the Warrant Shares). If during such period of time any event shall occur that in
the judgment of the Company and its counsel is required to be set forth in the Registration Statement or the Prospectus or
any Permitted Free Writing Prospectus or should be set forth therein in order to make the statements made therein (in the
case of the Prospectus, in the light of the circumstances under which they were made) not misleading, or if it is necessary
to amend the Registration Statement or supplement or amend the Prospectus or any Permitted Free Writing Prospectus to comply
with the 1933 Act or any other applicable law or regulation, the Company shall forthwith prepare and, subject to Section 4(b)
above, file with the SEC an appropriate amendment to the Registration Statement or Prospectus Supplement to the Prospectus
(or supplement to the Permitted Free Writing Prospectus) and shall expeditiously furnish or make available to each Buyer
an electronic copy thereof.


 






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(d) Stop
Orders. The Company shall advise each Buyer promptly (but in no event later than
24 hours) and shall confirm such advice in writing: (i) of the Company’s receipt of notice of any request by the SEC
for amendment of or a supplement to the Registration Statement, the Prospectus, any Permitted Free Writing Prospectus or for
any additional information; (ii) of the Company’s receipt of notice of the issuance by the SEC of any stop order
suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or any
Prospectus Supplement, or of the suspension of qualification of the Securities (other than the Warrants and the Warrant
Shares) for offering or sale in any jurisdiction, or the initiation or contemplated initiation of any proceeding for such
purpose; (iii) of the Company becoming aware of the happening of any event, which makes any statement of a material fact made
in the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus untrue or which requires the making of
any additions to or changes to the statements then made in the Registration Statement, the Prospectus or any Permitted Free
Writing Prospectus in order to state a material fact required by the 1933 Act to be stated therein or necessary in order to
make the statements then made therein (in the case of the Prospectus, in the light of the circumstances under which they were
made) not misleading, or of the necessity to amend the Registration Statement or supplement the Prospectus or any Permitted
Free Writing Prospectus to comply with the 1933 Act or any other law or (iv) if at any time following the date hereof the
Registration Statement is not effective or is not otherwise available for the issuance of the Securities (other than the
Warrants and the Warrant Shares) or any Prospectus contained therein is not available for use for any other reason.
Thereafter, the Company shall promptly notify such holders when the Registration Statement, the Prospectus, any Permitted
Free Writing Prospectus and/or any amendment or supplement thereto, as applicable, is effective and available for the
issuance of the Securities (other than the Warrants and the Warrant Shares). If at any time the SEC shall issue any stop
order suspending the effectiveness of the Registration Statement or prohibiting or suspending the use of the Prospectus or
any Prospectus Supplement, the Company shall use commercially reasonable efforts to obtain the withdrawal of such order at
the earliest possible time. So long as any Notes remain outstanding, the Company shall use its best efforts to maintain
the continuous effectiveness of the Registration Statement under the 1933 Act.


 


(e) Blue Sky.
If required, the Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary
in order to obtain an exemption for, or to qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement
under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from
such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without
limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating
to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable
federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable federal,
state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.


 






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(f) Reporting
Status. During the period (the “Reporting Period”) commencing
on the Closing Date and ending on the date on which the Buyers shall have sold all of the Securities or any capital stock of
the Company issued or issuable with respect to the Conversion Shares or the Warrant Shares, including, without limitation,
(1) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (2) shares
of capital stock of the Company into which the shares of Common Stock are converted, exercised or exchanged and shares of
capital stock of a Successor Entity (as defined in the Notes) into which the shares of Common Stock are converted, exercised
or exchanged (in each case, without regard to any limitations on conversion of (or other issuance pursuant to) the Notes or
the Warrants) or otherwise issuable pursuant to the terms of the Notes or the Warrants (collectively, the “Covered
Securities”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act,
and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act
or the rules and regulations thereunder would no longer require or otherwise permit such termination.


 


(g) Use of
Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not for
the (x) the repayment of any outstanding Indebtedness (other than in respect of the Notes) of the Company or any of its
Subsidiaries or (y) redemption or repurchase of any securities of the Company or any of its Subsidiaries or (z) the
settlement of any outstanding litigation.


 


(h) Financial
Information. The Company agrees to send the following to each holder of Notes (an “Investor”) during
the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through
the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements,
stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on
Form 8-K and any registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) on the
same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and
(iii) copies of any notices and other information made available or given to the stockholders of the Company generally,
contemporaneously with the making available or giving thereof to the stockholders.


 


(i) Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Covered
Securities upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then
listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such
listing or designation for quotation (as the case may be) of all Covered Securities from time to time issuable under the
terms of the Transaction Documents on a national securities exchange or automated quotation system. The Company shall
maintain the Common Stock’s listing or designation for quotation (as the case may be) on one of the Principal Market,
The New York Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an
“Eligible Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be
reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay
all fees and expenses in connection with satisfying its obligations under this Section 4(i).


 






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(j) Fees.
The Company shall reimburse Kingsbrook Opportunities Master Fund LP (“Kingsbrook”) for all reasonable
costs and expenses incurred by it or its affiliates in connection with the transactions contemplated by the Transaction
Documents (including, without limitation, as applicable, all reasonable legal fees and disbursements of Ellenoff Grossman
& Schole LLP, LLP (“EGS”), any other reasonable fees and expenses in connection with the structuring,
documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence and
regulatory filings in connection therewith) (the “Expense Amount”) and shall be withheld by Kingsbrook
from its Purchase Price at Closing or paid by the Company upon termination of this Agreement on demand by Kingsbrook and/or
EGS so long as such termination did not occur as a result of a material breach by Kingsbrook of any of its obligations
hereunder (as the case may be), less $35,000 which was previously advanced to Kingsbrook by the Company. Subject to the
limitation set forth in the immediately preceding sentence, if the amount so withheld at Closing by Kingsbrook was less than
the Expense Amount actually incurred by Kingsbrook and/or EGS, as applicable, in connection with the transactions
contemplated by the Transaction Documents and entitled to reimbursement from the Company in accordance herewith or any other
Transaction Document, the Company shall promptly reimburse Kingsbrook and/or EGS, as applicable, on demand for such
Expense Amount not so reimbursed by the Company on the date hereof or through such withholding at the Closing. The Company
shall be responsible for the payment of any transfer agent fees and DTC (as defined below) fees relating to or arising out of
the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or
expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection
with any claim relating to any such payment or any claim by any broker, finder or advisor purporting to be due a fee in
connection herewith. Further, on the earlier of (i) the release of funds from the Cash Collateral Account and (ii) the first
Installment Date (as defined in the Notes), the Company shall pay Kingsbrook Partners LP a structuring fee, in cash, in an
amount equal to $50,000. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear
its own expenses in connection with the sale of the Securities to each Buyer.


 


(k) Pledge of
Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees
that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or
assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the
Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other
Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may
reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.


 






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(l) Disclosure
of Transactions and Other Material Information. The Company shall, on or before
8:30 a.m., New York time, on the first Trading Day after the date of this Agreement, file a Current Report on
Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required
by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all
schedules to this Agreement), the forms of the Warrants and the forms of the Notes (including all attachments, the
“8-K Filing”). Each Buyer shall have reasonable opportunity to review and comment on the 8-K Filing prior to the filing
thereof. From and after the filing of the 8-K Filing, the Company
shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its
Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions
contemplated by the Transaction Documents. The Company shall not, and the Company shall cause the Subsidiary and each of its
and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public
information regarding the Company or the Subsidiary from and after the 8-K Filing without the express prior written consent
of such Buyer. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant and agreement
in effecting transactions in securities of the Company, and based on such covenant and agreement, unless otherwise expressly
agreed in writing by such Buyer: (i) such Buyer does not have any obligation of confidentiality with respect to any
information that the Company provides to such Buyer; and (ii) such Buyer shall not be deemed to be in breach of any duty to
the Company and/or to have misappropriated any non-public information of the Company, if such Buyer engages in transactions
of securities of the Company, including, without limitation, any hedging transactions, short sales and/or any derivative
transactions based on securities of the Company while in possession of such material non-public information. In the event of
a breach of any of the foregoing covenants or any of the covenants or agreements contained in the Transaction Documents by
the Company, the Subsidiary, or any of its or their respective officers, directors, employees and agents (as determined in
the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the Transaction
Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the
Company, the Subsidiary, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any
liability to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees,
stockholders or agents, for any such disclosure. Subject to the foregoing, neither the Company, its Subsidiaries nor any
Buyer shall issue any press releases or any other public statements with respect to the transactions contemplated
hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release
or other public disclosure with respect to such transactions (i) in substantial conformity with the 8-K Filing and
contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case of clause
(i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure prior
to its release). Without the prior written consent of the applicable Buyer, the Company shall not (and shall cause each of
its Subsidiaries and affiliates to not) disclose the name of such Buyer in any filing, announcement, release or
otherwise.


 


(m)[RESERVED]


 


(n) Additional
Issuance of Securities. During the period commencing on the date hereof and ending on the date no Notes remain
outstanding, the Company will not, without the prior written consent of Buyers holding a majority in aggregate principal
amount of the Notes then outstanding, issue any Notes (other than to the Buyers as contemplated hereby) and the Company shall
not issue any other securities that would cause a breach or default under the Notes.


 






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(o) Reservation
of Shares. During the period commencing on the Closing Date and ending on the date no Notes and Warrants remain
outstanding, the Company shall take all actions reasonably necessary (including, without limitation increasing any such
reserve, as necessary, prior to the consummation of any Subsequent Placement (as defined below) to at all times have
authorized, and reserved for the purpose of issuance, no less than (i) 125% of the maximum number of Conversion Shares
issuable upon conversion of the Notes (determined without taking into account any limitations on the conversion of the Notes
set forth therein and assuming that the Notes are convertible at the initial Conversion Price (as defined in the Notes), (ii)
125% of the maximum number of Interest Shares issuable pursuant to the terms of the Notes from the Closing Date through the
maturity date of the Notes (determined without taking into account any limitations on the conversion of the Notes set forth
therein) and (iii) 125% of the maximum number of Warrant Shares issuable upon exercise of the Warrants (without taking into
account any limitations on the exercise of the Warrants set forth therein).


 


(p) Conduct of
Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except where such violations would not result, either individually or in the
aggregate, in a Material Adverse Effect.


 


(q)Variable
Securities. During the period commencing on the date hereof and ending on the later
of (x) the date the Notes are no longer outstanding and (y) the date the Warrants are no longer outstanding, the Company and each
Subsidiary shall be prohibited from effecting or entering into an agreement to effect any Subsequent Placement involving a Variable
Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (i)
issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price that is based upon
and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of
such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future
date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly
or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to a customary “weighted
average” anti-dilution provision or (ii) enters into any agreement (including, without limitation, an equity line of credit
or at-the-market offering through a registered broker-dealer) whereby the Company or any Subsidiary may sell securities at a future
determined price (other than standard and customary “preemptive” or “participation” rights). Each Buyer
shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy
shall be in addition to any right to collect damages.


 


(r)Exemption
Under Trust Indenture Act. Prior to and following the issuance of Notes hereunder,
the Company shall maintain an exemption under the Trust Indenture Act of 1939, as amended (the “TIA”) with respect
to the issuance of the Notes.


 






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(s) Stockholder
Approval. The Company shall provide each stockholder entitled to vote at either (x) the next annual meeting of
stockholders of the Company or (y) a special meeting of stockholders of the Company (the “Stockholder
Meeting”), which shall be promptly called and held not later than July 30, 2013 (the “Stockholder Meeting
Deadline”), a proxy statement, substantially in a form which shall have been previously reviewed by EGS, at the
expense of the Company but in any event such expense not to exceed $5,000 without the prior written approval of the Company;
soliciting each such stockholder's affirmative vote at the Stockholder Meeting for approval of resolutions
(“Stockholder Resolutions”) providing for the Company's issuance of all of the Securities as described in
the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (such
affirmative approval being referred to herein as the “Stockholder Approval”, and the date such Stockholder
Approval is obtained, the “Stockholder Approval Date”), and the Company shall use its reasonable best
efforts to solicit its stockholders' approval of such resolutions and to cause the Board of Directors of the Company to
recommend to the stockholders that they approve such resolutions. The Company shall be obligated to seek to obtain
the Stockholder Approval by the Stockholder Meeting Deadline. If, despite the Company's reasonable best efforts the
Stockholder Approval is not obtained on or prior to the Stockholder Meeting Deadline, the Company shall cause an additional
Stockholder Meeting to be held once in each of the three subsequent calendar quarters thereafter until such Stockholder
Approval is obtained. If, despite the Company's reasonable best efforts the Stockholder Approval is not obtained after such
subsequent stockholder meetings, the Company shall cause an additional Stockholder Meeting to be held semi-annually
thereafter until such Stockholder Approval is obtained.


 


(t) Dilutive
Issuances. For so long as any Notes or Warrants remain outstanding, the Company shall not, in any manner, enter into or
affect any Dilutive Issuance (as defined in the Notes) if the effect of such Dilutive Issuance is to cause the Company to be
required to issue upon conversion of any Notes or exercise of any Warrant any shares of Common Stock in excess of that number
of shares of Common Stock which the Company may issue upon conversion of the Notes and exercise of the Warrants without
breaching the Company's obligations under the rules or regulations of the Principal Market.


 


(u)Passive
Foreign Investment Company. The Company shall conduct its business in such a manner
as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section
1297 of the Code.


 


(v)Restriction
on Redemption and Cash Dividends.During the period commencing on the date hereof
and ending on the date no Notes remain outstanding, the Company shall not, directly or indirectly, redeem, or pay any cash dividend
or distribution on, any capital stock of the Company without the prior express written consent of the Buyers (other than Permitted
Distributions (as defined in the Notes)).


 


(w)Corporate
Existence. So long as any Buyer owns any Notes or Warrants, the Company shall not
be party to any Fundamental Transaction (as defined in the Notes) unless the Company is in compliance with the applicable provisions
governing Fundamental Transactions set forth in the Notes and the Warrants.


 


(x)Conversion
and Exercise Procedures. Each of the form of Exercise Notice included in the Warrants
and the form of Conversion Notice included in the Notes set forth the totality of the procedures required of the Buyers in order
to exercise the Warrants or convert the Notes. No additional legal opinion, other information or instructions shall be required
of the Buyers to exercise their Warrants or convert their Notes. The Company shall honor exercises of the Warrants and conversions
of the Notes and shall deliver the Conversion Shares, Interest Shares and Warrant Shares in accordance with the terms, conditions
and time periods set forth in the Notes and Warrants.


 






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(y)Participation in Future
Financing.


 


(i)From the date hereof
until the date that is the two year anniversary of the Closing Date, upon any issuance by the Company or any of its Subsidiaries
of Common Stock, Convertible Securities, Options (each, as defined in the Notes) for cash consideration, Indebtedness or a combination
of units thereof (a “Subsequent Financing”), each Buyer shall have the right to participate in up to an amount
of the Subsequent Financing equal to 50% of the Subsequent Financing (the “Participation Maximum”) on the same
terms, conditions and price provided for in the Subsequent Financing. 


 


(ii)At
least five (5) Business Days prior to the closing of the Subsequent Financing, the Company shall deliver to each Buyer a written
notice of its intention to effect a Subsequent Financing (“Pre-Notice”), which Pre-Notice shall ask such Buyer
if it wants to review the details of such financing (such additional notice, a “Subsequent Financing Notice”). 
Upon the request of a Buyer, and only upon a request by such Buyer, for a Subsequent Financing Notice, the Company shall promptly,
but no later than one (1) Business Day after such request, deliver a Subsequent Financing Notice to such Buyer.  The Subsequent
Financing Notice shall describe in reasonable detail the proposed terms of such Subsequent Financing, the amount of proceeds intended
to be raised thereunder and the Person or Persons through or with whom such Subsequent Financing is proposed to be effected and
shall include a term sheet or similar document relating thereto as an attachment.   


 


(iii)Any
Buyer desiring to participate in such Subsequent Financing must provide written notice to the Company by not later than 5:30 p.m.
(New York City time) on the fifth (5th) Business Day after all of the Buyers have received the Pre-Notice that such
Buyer is willing to participate in the Subsequent Financing, the amount of such Buyer’s participation, and representing and
warranting that such Buyer has such funds ready, willing, and available for investment on the terms set forth in the Subsequent
Financing Notice. If the Company receives no such notice from a Buyer as of such fifth (5th) Business Day, such Buyer
shall be deemed to have notified the Company that it does not elect to participate. 


 


(iv)If
by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after all of the Buyers have received the Pre-Notice,
notifications by the Buyers of their willingness to participate in the Subsequent Financing (or to cause their designees to participate)
is, in the aggregate, less than the total amount of the Subsequent Financing, then the Company may effect the remaining portion
of such Subsequent Financing on the terms and with the Persons set forth in the Subsequent Financing Notice.


 






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(v)If
by 5:30 p.m. (New York City time) on the fifth (5th) Business Day after all of the Buyers have received the Pre-Notice,
the Company receives responses to a Subsequent Financing Notice from Buyers seeking to purchase more than the aggregate amount
of the Participation Maximum, each such Buyer shall have the right to purchase its Pro Rata Portion (as defined below) of the Participation
Maximum.  “Pro Rata Portion” means the ratio of (x) the Purchase Price of Securities purchased on the Closing
Date by a Buyer participating under this Section 4(y) and (y) the sum of the aggregate Purchase Price of Securities purchased on
the Closing Date by all Buyers participating under this Section 4(y).


 


(vi)The
Company must provide the Buyers with a second Subsequent Financing Notice, and the Buyers will again have the right of participation
set forth above in this Section 4(y), if the Subsequent Financing subject to the initial Subsequent Financing Notice is not consummated
for any reason on the terms set forth in such Subsequent Financing Notice within thirty (30) Business Days after the date of the
initial Subsequent Financing Notice.


 


(viii)The
Company and each Buyer agree that if any Buyer elects to participate in the Subsequent Financing, the transaction documents related
to the Subsequent Financing shall not include any term or provision whereby such Buyer shall be required to agree to any restrictions
on trading as to any of the Securities purchased hereunder or be required to consent to any amendment to or termination of, or
grant any waiver, release or the like under or in connection with, this Agreement, without the prior written consent of such Buyer.


 


(ix)Notwithstanding
anything to the contrary in this Section 4(y) and unless otherwise agreed to by such Buyer, the Company shall either confirm in
writing to such Buyer that the transaction with respect to the Subsequent Financing has been abandoned or shall publicly disclose
its intention to issue the securities in the Subsequent Financing, in either case in such a manner such that such Buyer will not
be in possession of any material, non-public information, by the tenth (10th) Business Day following delivery of the
Subsequent Financing Notice. If by such tenth (10th) Business Day, no public disclosure regarding a transaction with
respect to the Subsequent Financing has been made, and no notice regarding the abandonment of such transaction has been received
by such Buyer, such transaction shall be deemed to have been abandoned and such Buyer shall not be deemed to be in possession of
any material, non-public information with respect to the Company or any of its Subsidiaries.


 


(x)Notwithstanding
the foregoing, this Section 4(y) shall not apply in respect of any Excluded Securities.


 


(xi) Unless a Buyer provides written instructions to the Company to the contrary, any Pre-Notice under this
Section to a Buyer containing material non-public information shall be delivered only to the legal counsel of such Buyer identified
on the Schedule of Buyers hereto and not to such Buyer unless otherwise directed in writing by such counsel or such Buyer.







 


(z)Closing
Documents. On or prior to fourteen (14) calendar days after the Closing Date, the
Company agrees to deliver, or cause to be delivered, to each Buyer and EGS executed copies of the Transaction Documents, Securities
and other document required to be delivered to any party pursuant to Section 7 hereof. 


 


(aa)Certain
Matters with Respect to Subsidiary. As of the date hereof, the Company’s only Subsidiary, CorMedix Europe GmbH
is not validly existing under German corporate law. As soon as practicable, and in any event within 30 calendar days from
the date hereof, the Company will take all action necessary to cause such Subsidiary to be formed and validly existing
under German law. Further, within 30 calendar days from the date hereof, the Company shall cause such Subsidiary to execute
and deliver to each Buyer the Subsidiary Guarantee and the Security Agreement, and deliver to the Agent (as defined in the
Security Agreement) the Company’s original stock certificate evidencing 100% ownership of such Subsidiary, together
with stock powers with respect thereto endorsed in blank. So long as the Notes are outstanding, all assets material to the
business and operation of the Company will be held directly by the Company.


 






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		5.	REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.



 


(a) Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may
designate by notice to each holder of Securities), a register for the Notes and the Warrants in which the Company shall
record the name and address of the Person in whose name the Notes and the Warrants have been issued (including the
name and address of each transferee), the principal amount of the Notes held by such Person, the number of Conversion Shares
issuable upon conversion of the Notes, the number of Interest Shares issuable with respect to the Notes and the number of
Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and
available at all times during business hours for inspection of any Buyer or its legal representatives.


 


(b) Transfer
Agent Instructions. The Company shall issue irrevocable instructions to the Transfer Agent in the form previously
provided to the Company (the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit
shares to the applicable balance accounts at DTC, registered in the name of each Buyer or its respective nominee(s), for the
Conversion Shares, the Interest Shares and the Warrant Shares (in the case of Warrant Shares, with respect to cashless
exercise(s) or exercises when there is an effective registration statement covering such Warrant Shares) in such amounts as
specified from time to time by each Buyer to the Company upon conversion of the Notes or other issuance pursuant to the terms
of the Notes or the exercise of the Warrants (as the case may be). The Company represents and warrants that no instruction
other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b) will be given by the Company to the
Transfer Agent with respect to the Conversion Shares, Interest Shares and the Warrants Shares, and shall otherwise be freely
transferable on the books and records of the Company. If a Buyer effects a sale, assignment or transfer of the Securities,
the Company shall permit the transfer and, with respect to the Conversion Shares, Interest Shares and Warrant Shares shall
also promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable
balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or
assignment. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to each
Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b)
will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section
5(b), that each Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction
restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and
without any bond or other security being required. The Company shall cause its counsel to issue the legal opinion referred to
in the Irrevocable Transfer Agent Instructions to the Transfer Agent to the extent required or requested by the Transfer
Agent. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the issuance of
such opinion shall be borne by the Company.


 


(c) Legends.
Other than with respect to the Warrants and the Warrant Shares issued upon cash exercise(s) of the Warrants at a time when
there is no effective registration statement covering such Warrant Shares, certificates and any other instruments evidencing
the Securities shall not bear any restrictive or other legend.


 






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		6.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


(a)The obligation
of the Company hereunder to issue and sell the Notes and the related Warrants to each Buyer at the Closing is subject to
the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior
written notice thereof:


 


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


 


(ii)Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less any amounts permitted to be withheld by
such Buyer pursuant to Section 4(j)) for the Note and the related Warrants being purchased by such Buyer at the Closing by wire
transfer of immediately available funds pursuant to the wire instructions provided by the Company.


 


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


 


		7.	CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE. 



 


(a)The obligation
of each Buyer hereunder to purchase its Note and its related Warrants at the Closing is subject to the satisfaction, at
or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole
benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)The
Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company
shall have duly executed and delivered to such Buyer a Note (in such original principal amount as is set forth across from such
Buyer’s name in column (3) of the Schedule of Buyers) and the related Warrants (initially for such aggregate number of shares
of Warrant Shares as is set forth across from such Buyer’s name in column (4) of the Schedule of Buyers) being purchased
by such Buyer at Closing pursuant to this Agreement.


 


(ii)Such
Buyer shall have received the opinion of Wyrick Robbins Yates & Ponton LLP, the Company’s counsel, dated as of the Closing
Date, in the form acceptable to such Buyer.


 


(iii)The
Company shall have duly executed and delivered to such Buyer a FCPA questionnaire, in the form acceptable to such Buyer.


 


(iv)The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such
Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 






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(v)The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of
its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office)
of such jurisdiction of formation as of a date within ten (10) days of the Closing Date.


 


(vi)The
Company shall have delivered to such Buyer a certificate evidencing the Company’s and each Subsidiary’s qualification
as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which
the Company and each Subsidiary conducts business and is required to so qualify, as of a date within ten (10) days of the Closing
Date.


 


(vii)The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Delaware Secretary
of State within ten (10) days of the Closing Date.


 


(viii)Each
Subsidiary shall have delivered to such Buyer a certified copy of its certificate of incorporation as certified by the Secretary
of State (or comparable office) of such Subsidiary’s jurisdiction of incorporation within thirty (30) days of the Closing
Date.


 


(ix)The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the
Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
Board of Directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii)
the Bylaws of the Company, each as in effect at the Closing.


 


(x)The
Company and each Subsidiary shall have executed and delivered the security agreement, in the form attached hereto as Exhibit
C (the “Security Agreement”), together with all deliverables required thereunder.


 


(xi)Each
Subsidiary shall have executed and delivered the subsidiary guarantee, the form attached hereto as Exhibit D (the
“Subsidiary Guarantee”).


 


(xii)The
Company and Signature Bank shall have executed and delivered a cash collateral account agreement (the “Cash Collateral
Account Agreement”) in form and substance satisfactory the Buyers, and the Company shall have executed and delivered
a letter agreement, in the form attached hereto as Exhibit E, with respect to the release of funds from the Cash
Collateral Account (the “Letter Agreement”).


 


(xiii)Each
and every representation and warranty of the Company shall be true and correct in all material respects (other than representations
and warranties that are already qualified by materiality or Material Adverse Effect which shall be true and correct in all respects)
as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties
that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied
or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed by
the Chief Executive Officer of the Company, dated as of the Closing Date, certifying that that Company has performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied
with by the Company at or prior to the Closing Date and as to such other matters as may be reasonably requested by such Buyer in
the form acceptable to such Buyer.


 






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(xiv)The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of shares of
Common Stock outstanding on the date immediately prior to the Closing Date.


 


(xv)The
Common Stock (I) shall be designated for quotation or listed (as applicable) on an Eligible Market and (II) shall not have been
suspended, as of the Closing Date, by the SEC or the Eligible Market from trading on the Eligible Market nor shall suspension by
the SEC or the Principal Market have been threatened, as of the Closing Date (other than a failure of the Company to meet the minimum
bid price requirement as required by the Principal Market), either (A) in writing by the SEC or the Principal Market or (B) by
falling below the minimum maintenance requirements of the Principal Market.


 


(xvi)The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market, if any.


 


(xvii)No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by
the Transaction Documents.


 


(xviii)Since
the date of execution of this Agreement, no event or series of events shall have occurred that have or would reasonably be expected
to result in a Material Adverse Effect.


 


(xix)The
Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Conversion
Shares, Interest Shares and Warrant Shares.


 


(xx)Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by an officer of the Company, setting forth
the wire instructions for the Cash Collateral Account.


 


(xxi)From
the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the Principal
Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated
prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg
L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are
reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the United States
or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national
or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in
each case, in the reasonable judgment of each Buyer, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 






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(xxii)The
Registration Statement shall be effective and available for the issuance and sale of the Securities (excluding the
Warrants and the Warrant Shares) to be issued at the Closing hereunder and pursuant to the terms of the Notes and the Company
shall have delivered to such Buyer the Prospectus and the Prospectus Supplement as required thereunder.


 


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


 


		8.	TERMINATION. 



 


In the event that the
Closing shall not have occurred within five (5) days of the date hereof, then each Buyer shall have the right to terminate its
obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability
of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be
available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date
is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the Notes shall
be applicable only to the Buyer providing such written notice; provided further that no such termination shall affect any obligation
of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(j) above. Nothing contained
in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions
of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any
other party of its obligations under this Agreement or the other Transaction Documents.


 


		9.	MISCELLANEOUS.



 


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


 






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(b) Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In
the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format
(.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an
original thereof.


 


(c) Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to
include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,”
“includes,” “include” and words of like import shall be construed broadly as if followed by the words
“without limitation.” The terms “herein,” “hereunder,” “hereof” and words of
like import refer to this entire Agreement instead of just the provision in which they are found.


 


(d) Severability.
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of
competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to
apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision
shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified
continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the
prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the
respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would
otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited,
invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of
the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement
or any other Transaction Document (and without implication that the following is required or applicable), it is the intention
of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may
be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any
amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any
applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the
Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay,
payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and
such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the
case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary,
by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute
unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty,
to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer
under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or
another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time
to which they relate.


 






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(e) Entire
Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and
thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the
Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf solely with respect to the matters
contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto
and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with
respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or any other
Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or
any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to
any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations
of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement
entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any
instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof, and all such
agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein,
neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters.
For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than
by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment to any
provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers
and holders of Securities, as applicable, provided that no such amendment shall be effective to the extent that it (1)
applies to less than all of the holders of the Securities then outstanding or (2) imposes any obligation or liability on any
Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole
discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving
party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this
Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of
Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all
of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any
obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in
such Buyer’s sole discretion). Other than the Transaction Documents, the Company has not, directly or indirectly, made
any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction
Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except
as set forth in this Agreement or the other Transaction Documents, no Buyer has made any commitment or promise or has any
other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for
each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (i) no due diligence or other
investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such
Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (ii) unless a provision of
this Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC
Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall
modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in
this Agreement or any other Transaction Document. “Required Holders” means holders of two-thirds (2/3rds)
of the Securities (excluding any Securities held by the Company or any of its Subsidiaries) issued or issuable hereunder or
pursuant to the Notes and/or the Warrants (as if such Notes and/or Warrants were voluntarily converted or exercised, as
applicable, by each such holder thereof, in full, immediately prior to such date of determination).


 






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(f) Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement
must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,
when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by
the sending party); or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery
specified, in each case, properly addressed to the party to receive the same. The addresses and facsimile numbers for such
communications shall be


 


If to the Company:


 


Cormedix Inc.

745 Rt. 202-206, Suite 303


Bridgewater, NJ 08807

Telephone:

Facsimile:

Attention: Chief Executive Officer


 


With a copy (for informational
purposes only) to:


 


Wyrick Robbins Yates & Ponton
LLP


4101 Lake Boone Trail, Suite 300


Raleigh, NC 27607


 


Telephone: (919) 781-4000

Facsimile: (919) 781-4865

Attention: Alexander M. Donaldson, Esq.


 


 


If to the Transfer Agent:


 


VStock Transfer, LLC


77 Spruce Street, Suite 201


Cedarhurst, NY 11516


 


Telephone: (212) 828-8436

Facsimile: (646) 536-3179


Attention: Yoel Goldfeder


 






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If to a Buyer, to its address and facsimile
number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers,


 


with a copy (for informational
purposes only) to:


 


Ellenoff Grossman & Schole, LLP


150 East 42nd Street, 11th
Floor

New York, NY 10017

Facsimile: (212) 401-4741


Attention: Robert Charron, Esq.


 


or to such other address and/or facsimile
number and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change, provided that EGS shall only be provided copies of notices sent
to Kingsbrook. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication,
(B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile
number and an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable
evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i),
(ii) or (iii) above, respectively.


 


(g) Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and permitted assigns, including any assignee of any of the Securities. The Company shall not assign this Agreement or any
rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation, by
way of a Fundamental Transaction (as defined in the Warrants) (unless the Company is in compliance with the applicable
provisions governing Fundamental Transactions set forth in the Warrants) or a Fundamental Transaction (as defined in the
Notes) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions set forth in
the Notes). Provided a Buyer provides the Company with written notice thereof, a Buyer may assign some or all of its rights
hereunder in connection with any transfer of any of its Securities without the consent of the Company, in which event such
assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights, provided such assignment is in
compliance with applicable securities laws.


 






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(h) No Third
Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other
than the Indemnitees referred to in Section 9(k).


 


(i) Survival.
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only
for its own representations, warranties, agreements and covenants hereunder.


 


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


 


(k)Indemnification.


 


(i)In
consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (b) any breach of any covenant, agreement
or obligation of the Company or any Subsidiary contained in any of the Transaction Documents, (c) any untrue statement or alleged
untrue statement of a material fact contained, or incorporated by reference, in the Registration Statement or any amendment thereto
or any omission or alleged omission to state therein, or in any document incorporated by reference therein, a material fact required
to be stated therein or necessary to make the statements therein not misleading, (d) any untrue statement or alleged untrue statement
of a material fact contained, or incorporated by reference, in the Prospectus, any Issuer Free Writing Prospectus, or in any amendment
thereof or supplement thereto, or in any “issuer information” (as defined in Rule 433 under the Securities Act) of
the Company, which “issuer information” is required to be, or is, filed with the Commission or otherwise contained
in any Free Writing Prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein, or
in any document incorporated by reference therein, a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, (e) any violation of United States federal or
state securities laws or the rules and regulations of the Principal Market or any Eligible Market in connection with the transactions
contemplated by this Agreement, the Warrants, and the Notes by the Company or any of its Subsidiaries, affiliates, officers, directors
or employees or (f) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for
these purposes a derivative action brought on behalf of the Company or any Subsidiary) and arising out of or resulting from (i)
the execution, delivery, performance or enforcement of any of the Transaction Documents, (ii) any transaction financed or to be
financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, (iii) any disclosure
properly made by such Buyer pursuant to Section 4(l), or (iv) the status of such Buyer or holder of the Securities as an investor
in the Company pursuant to the transactions contemplated by the Transaction Documents. To the extent that the foregoing undertaking
by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law.


 






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(ii)Promptly
after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is
to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement thereof, and
the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense
thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have
the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (i) the Company has
agreed in writing to pay such fees and expenses; (ii) the Company shall have failed promptly to assume the defense of such Indemnified
Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (iii) the named
parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such
Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent
such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate
counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel
shall be at the expense of the Company), provided further, that in the case of clause (iii) above the Company shall not be responsible
for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably
cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company
and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified
Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement
negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected
without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its
consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter
into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement
shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder,
the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating
to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 


(iii)The
indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Liabilities are incurred.


 






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(iv)The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.


 


(l) Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent,
and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the
generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of
Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any
stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to
the Common Stock after the date of this Agreement.


 


(m) Remedies.
Each Buyer and each holder of any Securities shall have all rights and remedies set forth in the Transaction Documents and
all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the
rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be
entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company
recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such
Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law may prove to be
inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to seek specific performance
and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in
any such case without the necessity of proving actual damages and without posting a bond or other security.


 






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(n) Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and
the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then
such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such
Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future
actions and rights.


 


(o)Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to
any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights
hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded,
repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation,
any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration
the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if
such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar
amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated
in other currencies (if any) shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the
date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into
U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.


 


(p)Maximum
Payments. Nothing contained in any of the Notes shall be deemed to establish or require
the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event that the
rate of interest required to be paid or other charges under any of the Notes exceeds the maximum permitted by such law, such rate
and such charges, to the extent applicable, shall be automatically reduced to the maximum rate and charges, as applicable, permitted
by applicable law, without further action by the parties hereto, and any payments or amounts actually received by the holder thereof
in excess of such maximum shall be refunded to the Company, which refund may be accomplished, at the option of the Company, by
credit against amounts owed by the Company to such holder or by actual return to the Company by such holder.


 






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(q) Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several
and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of
the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction
Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the
Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity with
respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company
acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with
respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to
purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each
Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment
hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s
investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms
that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the
transaction contemplated hereby with the advice of its own counsel and advisors. EGS only represents Kingsbrook. Each Buyer
shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of
this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as
an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of
the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was
done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by
any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other
Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its
Subsidiaries and the Buyers collectively and not between and among the Buyers.


 


[signature
pages follow]


 






    	41



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


 


	 	COMPANY:


	 
	 	 	 
	 	CORMEDIX INC.








	 
	 	 	 
	 	 	 
	 	By:	/s/ Randy Milby	 
	 	 	Name: Randy Milby	 
	 	 	Title:
        Chief Executive Officer	 



 






    	 



    	 



    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 





	 	BUYER:





	 
	 	 	 
	 	KINGSBROOK
        OPPORTUNITIES MASTER FUND LP


	 
	 	 	 
	 	 	 
	 	By:	KINGSBROOK OPPORTUNITIES GP, LLC, its general partner	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:
        	 



  



    	 



    	 



    




  


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


 








	 	BUYER:





	 
	 	 	 
	 	


[INSERT
NAME] 







	 
	 	 	 
	 	 	 
	 	 	 	 
	 	By:	 	 
	 	 	Name: 	 
	 	 	Title:
        	 



  



    	 



    	 



    






 


SCHEDULE OF BUYERS


 


 


	(1)	(2)	(3)	(4)	(5)	(6)
	 	 	 	 	 	 
	
        Buyer
	
        Address
        and Facsimile Number
	
        Original
        Principal Amount of

        Notes
	
        Aggregate

        Number of

        Warrant Shares
	
        Purchase
        Price (95% of Principal Amount)
	
        Legal
        Representative’s

        Address and Facsimile Number