Exhibit 10.22


 


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE
AGREEMENT (this “Agreement”), dated as of March 23, 2020, by and among Eyenovia, Inc., a Delaware corporation,
with headquarters located at 295 Madison Avenue, Suite 2400, New York, New York 10017 (the “Company”), and each
of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively,
the “Buyers”).


 


WHEREAS:


 


A. The Company and each
Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section
4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”).


 


B.
Each Buyer wishes to purchase in the amount set forth opposite such Buyer’s name on the Schedule of Buyers, and the Company
wishes to sell, upon the terms and conditions stated in this Agreement, units (the “Units”) consisting of (i)
one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (which aggregate
number for all Buyers together shall be 2,675,293 shares of Common Stock and shall collectively be referred to herein as the “Common
Shares”), and (ii) two warrants consisting of a one-year warrant to purchase 0.5 of a share of common stock (“Class
A Warrant”) and a five-year warrant to purchase 0.75 of a share of common stock (“Class B Warrant”),
both in substantially the form attached hereto as Exhibit A (the Class A Warrants and Class B Warrants, collectively, the
 “Warrants”, and the Common Stock underlying the Warrants, the “Warrant Shares”).


 


C. Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,
substantially in the form attached hereto as Exhibit B (the “Registration Rights Agreement”), pursuant
to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in
the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state
securities laws.


 


D. The Units, the Common
Shares, the Warrants and the Warrant Shares collectively are referred to herein as the “Securities”.


 


NOW, THEREFORE,
the Company and each Buyer hereby agree as follows:


 


1. PURCHASE AND
SALE OF COMMON SHARES AND WARRANTS.


 


(a) Purchase of Common
Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company
shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing
Date (as defined below), (x) the number of Common Shares as is set forth opposite such Buyer’s name in column (2) on the
Schedule of Buyers, along with (y) Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s
name in column (5) on the Schedule of Buyers.


  


(b) Closing. The
completion of the purchase and sale of the Units (the “Closing”) shall occur promptly following the satisfaction
of all conditions for Closing set forth below, but in no event later than March 23, 2020, unless mutually agreed to by the Company
and the Buyers (the “Closing Date”). The Closing shall occur at 10:00 a.m., New York City time on the Closing
Date, and shall remotely via the electronic exchange of signature pages and Closing documentation and payment of funds in accordance
with Section 1(d).


 


(c) Purchase Price.
The aggregate purchase price for the Units to be purchased by each Buyer at the Closing shall be the amount set forth opposite
such Buyer’s name in column (6) of the Schedule of Buyers (the “Purchase Price”). The price per Unit shall
be the amount of $2.21425 for any Buyer who is not an officer, director, employee, or consultant of the Company (an “Insider”)
or $2.42625 for any Insider (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction
occurring after the date hereof and before the Closing Date).


 






     

     


    

 


(d) Form of Payment.
On the Closing Date, each Buyer shall pay such Buyer’s respective Purchase Price to the Company for the Units 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.


 


(e) Delivery of Securities.
On the Closing Date, the Company shall deliver to each Buyer (i) evidence from the Company’s transfer agent of the issuance
of the number of Common Shares as is set forth opposite such Buyer’s name in column (2) of the Schedule of Buyers, registered
in the name of such Buyer in book-entry form on the books and records of the Company’s transfer agent and (ii) Warrants which
such Buyer is purchasing hereunder pursuant to which such Buyer shall have the right to acquire up to such number of Warrant Shares
as is set forth opposite such Buyer’s name in column (5) of the Schedule of Buyers, duly executed on behalf of the Company
and registered in the name of such Buyer.


  


2. BUYER’S
REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants to the Company with respect
to only such Buyer that, as of the date hereof and as of the Closing Date:


 


(a) No Public Sale
or Distribution. Such Buyer is (i) acquiring the Common Shares and the Warrants and (ii) upon exercise of the Warrants, will
acquire the Warrant Shares issuable upon exercise of the Warrants, for such Buyer’s own account and not with a view towards,
or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under
the 1933 Act. Such Buyer is acquiring the Securities hereunder in the ordinary course of such Buyer’s business. Such Buyer
does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.
As used herein, “Person” means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency
thereof.


 


(b) Accredited Investor
Status. Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933
Act. Such Buyer is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to
investments in securities presenting an investment decision like that involved in the purchase of the Securities, including investments
in comparable companies. Such Buyer has requested, received, reviewed and considered all information such Buyer deemed relevant
in making an informed decision to purchase the Securities.


 


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


 


(d) Information.
Such Buyer and such Buyer’s advisors, if any, have been furnished with all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer.
Such Buyer and such Buyer’s advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither
such inquiries nor any other due diligence investigations conducted by such Buyer or such Buyer’s advisors, if any, or such
Buyer’s representatives shall modify, amend or affect such Buyer’s right to rely on the Company’s representations
and warranties contained herein. Such Buyer understands that such Buyer’s investment in the Securities involves a high degree
of risk and is able to bear such risk and to afford a complete loss of such investment. Such Buyer has sought such accounting,
legal and tax advice as such Buyer has considered necessary to make an informed investment decision with respect to such Buyer’s
acquisition of the Securities.


  


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


 






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(f) Transfer or Resale.
Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not been and are not
being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, the form
and substance of which shall be reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or
transferred may be sold, assigned or transferred pursuant to an exemption from such registration under the 1933 Act, or (C) such
Buyer provides the Company with reasonable assurance (including, if requested by the Company, a customary representation letter
reasonably acceptable to the Company) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated
under the 1933 Act, as amended, (or a successor rule thereto) (“Rule 144”); (ii) any sale of the Securities
made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable,
any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933
Act or the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) thereunder;
and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any
state securities laws or to comply with the terms and conditions of any exemption thereunder.


 


(g) Legends. Such
Buyer understands that the book-entry or other instruments representing the Common Shares and the Warrants and, until such time
as the resale of the Common Shares and the Warrant Shares have been registered under the 1933 Act as contemplated by the Registration
Rights Agreement, the book-entry representing the Warrant Shares, except as set forth below, shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed against transfer of such Common Shares or Warrant Shares):


  


[NEITHER THE ISSUANCE AND SALE
OF THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY ARE EXERCISABLE HAVE BEEN] [THIS SECURITY HAS NOT BEEN]
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR ASSIGNED ONLY (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR (II) PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
OF 1933, AS AMENDED, INCLUDING RULE 144 UNDER SAID ACT, IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE
SKY LAWS AND, IN CASE OF (II) OTHER THAN PURSUANT TO RULE 144, IF REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL REASONABLY SATISFACTORY
TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED.


 


The legend set forth above shall be removed
and the Company shall issue a certificate without such legend to the holder of the Securities upon which it is stamped or issue
to such holder by electronic delivery at the applicable balance account at The Depository Trust Company (“DTC”),
if (i) such Securities are registered for resale under the 1933 Act, (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel, the form and substance of which shall be reasonably acceptable to
the Company, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the
applicable requirements of the 1933 Act, or (iii) such holder provides the Company with reasonable assurance (including, if requested
by the Company, a customary representation letter reasonably acceptable to the Company) that the Securities can be sold, assigned
or transferred pursuant to Rule 144. The Company shall be responsible for the fees of such Buyer’s transfer agent and all
DTC fees associated with such issuance.


  


(h) Organization;
Authority. Such Buyer is either an individual or 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.


 






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(i) Validity; Enforcement.
This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of
such Buyer, as applicable, and shall constitute 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
to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting
generally, the enforcement of applicable creditors’ rights and remedies.


 


(j) No Conflicts.
The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights 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, as applicable, or (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, as applicable, 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 such Buyer’s obligations
hereunder or consummate the transactions contemplated hereby and thereby on a timely basis.


 


(k) Certain Transactions
and Confidentiality. Such Buyer has not, nor has any Person acting on behalf of or pursuant to any understanding with such
Buyer, directly or indirectly executed any purchases or sales, including “short sales” as defined in Rule 200
of Regulation SHO under the Securities Exchange Act of 1934 (the “1934 Act”), of the securities of the Company
during the period commencing as of the time that such Buyer first received knowledge of the transactions contemplated hereunder
and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case of a Buyer that is a multi-managed
investment vehicle whereby separate portfolio managers manage separate portions of such Buyer’s assets and the portfolio
managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Buyer’s
assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager
that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this
Agreement or to such Buyer’s representatives, including, without limitation, such Buyer’s officers, directors, partners,
legal and other advisors, employees, agents and affiliates, such Buyer has maintained through the date of this Agreement the confidentiality
of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). 


 


(l) Brokers or Finders.
Neither such Buyer nor any of such Buyer’s affiliates (as defined in Rule 144) or any of their respective officers or directors
has employed any broker or finder or incurred any liability for any financial advisory fee, brokerage fees, commissions or finder’s
fee, and no broker or finder has acted directly or indirectly for such Buyer or any of such Buyer’s affiliates or any of
their respective officers or directors in connection with this Agreement or the transactions contemplated hereby.


 


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 disclosed in the SEC Documents
(as defined below):


 


(a) Organization and
Qualification. The Company is duly organized and validly existing and in good standing under the laws of the jurisdiction in
which it is formed, and has the requisite power and authorization to own properties and to carry on its business as now being conducted
and as presently proposed to be conducted. The Company 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 reasonably be expected to
have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means (i) any material
adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise)
or prospects of the Company, (ii) any material adverse effect on the transactions contemplated hereby or the other Transaction
Documents (as defined below), or (iii) any material adverse effect on the authority or ability of the Company to perform any of
its obligations under any of the Transaction Documents or consummate the transactions contemplated hereby and thereby on a timely
basis; provided, that any failure to meet any internal or public projections, sales targets, forecasts, estimates or guidance
for any period shall not be considered when determining whether a Material Adverse Effect has occurred (it being understood that
the underlying circumstances, events or reasons giving rise to any such failure (to the extent not excluded by this definition)
can be taken into account in determining whether a Material Adverse Effect has occurred). The Company has no subsidiaries.


  






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(b) Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, the Warrants, the Registration Rights Agreement, the irrevocable transfer agent instructions (as described
in Section 5(b)), and each of the other agreements entered into by the parties hereto in connection with the transactions contemplated
by this Agreement (collectively, the “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, the issuance
of the Common Shares and the Warrants and the reservation for issuance and the issuance of the Warrant Shares issuable upon exercise
of the Warrants, have been duly authorized by the Company’s Board of Directors (the “Board”), and (other
than the filing with the SEC of one or more Registration Statements (as defined in the Registration Rights Agreement) in accordance
with the requirements of the Registration Rights Agreement and any other filings as may be required by any state securities agencies)
no further filing, consent or authorization is required by the Company, its Board or its stockholders. This Agreement and the other
Transaction Documents have been duly executed and delivered by the Company, and constitute the legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with their 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.


 


(c) Issuance of Securities.
The issuance of the Common Shares and the Warrants are duly authorized and, upon issuance in accordance with the terms of the Transaction
Documents, the Common Shares and the Warrants shall be validly issued and free from all preemptive or similar rights (except for
those which have been validly waived prior to the date hereof), taxes, liens and charges and other encumbrances with respect to
the issue thereof and the Common Shares shall be fully paid and nonassessable with the holders being entitled to all rights accorded
to a holder of Common Stock. As of the Closing Date, a number of shares of Common Stock shall have been duly authorized and reserved
for issuance which equals or exceeds 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 exercise of the Warrants in accordance with
the terms of the Warrants, the Warrant Shares when issued will be validly issued, fully paid and nonassessable and free from all
preemptive or similar rights (except for those which have been validly waived prior to the date hereof), 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. Assuming the accuracy of each of the representations and warranties of each Buyer set forth in Section 2 of this
Agreement, the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act. 


 


(d) No Conflicts.
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the
transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the Warrants
and reservation for issuance and issuance of the Warrant Shares) will not (i) result in a violation of the Certificate of Incorporation
(as defined below) or Bylaws (as defined below) or other organizational documents of the Company or any capital stock of the Company
(except for those which have been validly waived prior to the date hereof) or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company is a party,
except to the extent such conflict, default, termination, amendment, acceleration or cancellation would not reasonably be expected
to have a Material Adverse Effect 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 NASDAQ Capital Market (the “Principal
Market”) and including all applicable foreign, federal, state laws, rules and regulations) applicable to the Company
or by which any property or asset of the Company is bound or affected, except to the extent such violation would not reasonably
be expected to have a Material Adverse Effect.


 






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(e) Consents.
Other than obtaining the approval of the Principal Market regarding the listing of the Securities (the “Principal Market
Approval”) and the filing of any document that may be required by the Principal Market, the Company is not 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 one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement and any other filings
as may be required by any state securities agencies), any court, governmental agency or any regulatory or self-regulatory agency
or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the Closing
Date, and the Company is unaware of any facts or circumstances which might prevent the Company from obtaining or effecting any
of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the listing
requirements of the Principal Market and has no knowledge of any facts or circumstances which would reasonably lead to delisting
or suspension of the Common Stock in the foreseeable future. Subject to receipt of the Principal Market Approval, the issuance
by the Company of the Securities shall not have the effect of delisting or suspending the Common Stock from the Principal Market.


   


(f) No General Solicitation;
Placement Agent’s Fees. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with
the offer or sale of the Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to
or arising out of the transactions contemplated hereby, including, without limitation, placement agent fees payable to National
Securities Corporation (the “Placement Agent”) in connection with the sale of the Securities. The Company shall
pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable and documented
attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. The Company acknowledges that it has
engaged the Placement Agent in connection with the sale of the Securities. Other than the Placement Agent, the Company has not
engaged any placement agent or other agent in connection with the offer or sale of the Securities.


 


(g) No Integrated
Offering. None of the Company, or any of its affiliates, nor any Person acting at the direction of any of the foregoing has,
directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Securities to be integrated with prior offerings under circumstances that
would require approval of stockholders of the Company for such prior offerings by virtue of such integration for purposes of any
applicable stockholder approval rules, including, without limitation, under the rules and regulations of the Principal Market.


   


(h) SEC Documents;
Financial Statements. Since January 24, 2018, 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 or prior to the Closing Date and financial statements, notes and schedules thereto and documents
incorporated by reference therein being hereinafter referred to as the “SEC Documents”) and all exhibits included
therein. As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the
1934 Act applicable to the Company 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 filing 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. Such financial statements have been prepared in accordance
with United States generally accepted accounting principles, consistently applied, during the periods involved (“GAAP”)
(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, on a consolidated basis, 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).


 






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(i) Absence of Certain
Changes. Since September 30, 2019, (i) there has been no event, occurrence or development that would reasonably be expected
to have Material Adverse Effect, (ii) there have been no (A) sale of assets other than those in the ordinary course of business,
(B) capital expenditures or (C) transactions, in each case individually or in the aggregate, in excess of $1,000,000, entered into
by the Company, (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class
or series of its capital stock and (iv) the Company has not incurred any liability in excess of $1,000,000 other than in the ordinary
course of business. Company has not 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 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.


 


(j) No Undisclosed
Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists,
or is contemplated to occur with respect to the Company, its business, properties, prospects, operations or financial condition,
that 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.


  


(k) Conduct of Business;
Regulatory Permits. The Company is not in violation of any term of or in default under its Certificate of Incorporation or
Bylaws. The Company is not in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable
to the Company, except in all cases for possible violations which would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. During the two (2) 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 written notice from the SEC or the Principal Market regarding the suspension or delisting
of the Common Stock from the Principal Market. The Company possesses all certificates, authorizations and permits issued by the
appropriate foreign, federal or state regulatory authorities necessary to conduct its business, except where the failure to possess
such certificates, authorizations or permits would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, and the Company has not received any notice of proceedings relating to the revocation or modification of any such
certificate, authorization or permit.


 


(l) Sarbanes-Oxley
Act. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that
are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are
effective as of the date hereof.


 


(m) Transactions With
Affiliates. None of the officers, directors or employees of the Company is presently a party to any transaction with the Company
(other than as disclosed in the Company’s SEC Documents and 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 or employee
or, to the knowledge of the Company, 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 or partner.


 


(n) Equity Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of (i) 90,000,000 shares of Common Stock, of which
as of the date hereof, 17,100,726 shares are issued and outstanding, 2,237,438 shares are reserved for issuance upon exercise of
outstanding options issued under the Company’s equity incentive plans (the “Plans”), 60,355 shares are
reserved for issuance pursuant to unvested restricted stock units under the Plans, 121,407 shares are reserved for issuance pursuant
to awards that may be made under the Company’s Plans, and no shares are reserved for issuance pursuant to any other securities
exercisable or exchangeable for, or convertible into, shares of Common Stock (other than the aforementioned options, plans or restricted
stock units, or the Warrants) and (ii) 6,000,000 shares of preferred stock, par value $0.0001 per share, none of which are issued
and outstanding. The Company does not maintain an employee stock purchase plan. No shares of Common 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. 7,493,274 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) of the Company. True, correct
and complete copies of the Company’s Third Amended and Restated Certificate of Incorporation, as amended and as in effect
on the date hereof (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws,
as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable
or exchangeable for, Common Stock and the material rights of the holders thereof in respect thereto have heretofore been filed
as part of the SEC Documents. Additionally, as of the date hereof:


 






    	 	7	 



     


    

 


		(i)	none of the Company’s capital stock is subject to preemptive rights or any other similar
rights or any liens or encumbrances suffered or permitted by the Company;



 


		(ii)	there are no outstanding options (other than options issued pursuant to the Plans), 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 contracts, commitments, understandings or arrangements
by which the Company is or may become bound to issue additional capital stock of the Company or options (other than options issued
pursuant to the Plans), 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;



 


		(iii)	except for that certain Investors’ Rights Agreement, dated September 27, 2017, between Eyenovia,
Inc. and investors party thereto, and pursuant to the Registration Rights Agreement, there are no agreements or arrangements under
which the Company is obligated to register the sale of any of its securities under the 1933 Act;



 


		(iv)	there are no outstanding securities or instruments of the Company which contain any redemption
or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become
bound to redeem a security of the Company;



 


		(v)	there are no securities or instruments containing anti-dilution or similar provisions that will
be triggered by the issuance of the Securities;



 


		(vi)	the Company does not have any stock appreciation rights or “phantom stock” plans or
agreements or any similar plan or agreement; and



 


		(vii)	the Company does not 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 business
and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.



  


(o) Indebtedness and
Other Contracts. As of the date hereof, the Company:


 


		(i)	does not have any outstanding Indebtedness (as defined below);



 


		(ii)	does not have any financing statements securing obligations in any amounts filed in connection
with the Company;



 


		(iii)	is not 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; and






 


		(iv)	is not 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.



 






    	 	8	 



     


    

 


For purposes of this Agreement: “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 GAAP consistently applied, during the periods involved) (other than trade payables entered into in the ordinary course of
business consistent with past practice), (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 GAAP, 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, deed of trust, lien,
pledge, charge, security interest or other encumbrance of any nature whatsoever in or upon any property or assets (including accounts
and contract rights) with respect to any asset or property 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. “Contingent Obligation”
means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness,
capital 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.


 


(p) Absence of Litigation.
There is no action, suit or proceeding, or, to the Company’s knowledge, inquiry or investigation before or by the Principal
Market, any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company,
threatened against the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such.


  


(q) Insurance.
The Company is 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 business in which the Company is engaged. The Company has
not been refused any insurance coverage sought or applied for and the Company has no reason to believe that it will be unable to
renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as
may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(r) Employee Relations.
The Company is not party to any collective bargaining agreement or employs any member of a union. The Company believes that its
relations with its employees is good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other
key employee of the Company has notified the Company that such officer intends to leave the Company or otherwise terminate such
officer’s employment with the Company. To the knowledge of the Company, no executive officer or other key employee of the
Company 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
to any liability with respect to any of the foregoing matters. The Company is 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.


 


(s) Title. The
Company has good and marketable title to all personal property owned by the Company that is material to the business of the Company,
free and clear of all liens, encumbrances and defects, except such as would not reasonably be expected, individually or in the
aggregate, to have a Material Adverse Effect. Any real property and facilities held under lease by the Company are held by them
under valid, subsisting and enforceable leases, except such as would not reasonably be expected, individually or in the aggregate,
to have a Material Adverse Effect.


  






    	 	9	 



     


    

 


(t) Intellectual Property
Rights. The Company 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 of authorship, inventions, licenses, approvals,
governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor
(“Intellectual Property Rights”) necessary to conduct its business as now conducted, provided however that the
foregoing representation is made to the Company’s knowledge with respect to the Intellectual Property Rights of others, except
for such failures to own or possess as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. None of the Company’s Intellectual Property Rights have expired, terminated or are expected to be abandoned, or are
expected to expire, terminate or be abandoned, within three years from the date of this Agreement, other than any expiration, termination
or abandonment that would not reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any infringement
by the Company of Intellectual Property Rights of others. There is no claim, action or proceeding being made or brought, or to
the knowledge of the Company, being threatened, against the Company regarding its Intellectual Property Rights, except for such
claims, actions or proceedings as would not reasonably be expected to have a Material Adverse Effect. 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, except
such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company has
taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights.


 


(u) Regulatory Matters.
The Company holds, and is operating in compliance in all material respects with, all franchises, grants, authorizations, licenses,
permits, easements, consents, certificates and orders of any governmental or self-regulatory body (including United States Food
and Drug Administration (“FDA”), the European Medicines Agency (“EMA”), or any other governmental
authority having similar jurisdiction over the Company and its products (collectively, with the EMA and FDA, “Regulatory
Authorities”)) required for the conduct of its business as described in the Transaction Documents, and all such franchises,
grants, authorizations, licenses, permits, easements, consents, certifications and orders are valid and in full force and effect
in all material respects; and the Company is in compliance in all material respects with all applicable federal, state, local and
foreign laws, regulations, orders and decrees.


 


As to each product manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company, such product is being manufactured, packaged, labeled,
tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under the Federal Food,
Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”). There is no pending, completed or,
to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding,
charge, complaint, or investigation) against the Company and the Company has not received any notice, warning letter or other communication
from the FDA or any other governmental entity, that (i) contests the premarket clearance, licensure, registration, or approval
of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion
of any such product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the
withdrawal of advertising or sales promotional materials relating to, any such product, (iii) imposes a clinical hold on any clinical
investigation by the Company, (iv) enjoins production at any facility of the Company, (v) enters or proposes to enter into a consent
decree or permanent injunction with the Company, or (vi) otherwise alleges any violation of any laws, rules or regulations by the
Company. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance
with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit
the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company
nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed
by the Company.


 


The Company has obtained
all approvals with any Regulatory Authorities, if any are required, specifically including the FDA and EMA, in respect of the Company’s
products and services in order to conduct its business as described in the Transaction Documents, and all supporting documentation,
materials, correspondence, and information filed by the Company with any Regulatory Authorities, is in compliance in all respects
with all applicable laws and all rules applied by such Regulatory Authorities, including with respect to accuracy of filings with
such Regulatory Authorities.


  






    	 	10	 



     


    

 


(v) Tax Status.
The Company (i) has timely made or filed all foreign, U.S. federal, state and local income tax returns required by any jurisdiction
to which it is subject or is eligible for, and has requested, extensions thereof, (ii) has timely paid, in all material respects,
all taxes required to be paid by it and any other governmental assessments and charges that are material in amount, 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 to be due by the taxing authority of any jurisdiction,
and the officers of the Company know of no basis for any such claim.


  


(w) Internal Accounting
and Disclosure Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance
that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset 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 under the 1934 Act) that are 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 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 twelve months prior to the date hereof, the Company has not received any notice or correspondence from any accountant
relating to any material weakness in the internal accounting controls of the Company.


 


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


 


(y) Investment Company
Status. The Company is not, and upon consummation of the sale of the Securities, and for so long as any Buyer holds any Securities,
will not be, an “investment company,” as defined in the Investment Company Act of 1940, as amended (the “Investment
Company Act”). To the Company’s knowledge, the Company is not controlled by an “investment company,”
as defined in the Investment Company Act.


 


(z) Manipulation of
Price. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action
designed to cause or to result, or that would reasonably be expected to cause or result, in the stabilization or manipulation of
the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) other than the Placement
Agent, sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) other than
the Placement Agent, paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities
of the Company.


 


(aa) Eligibility for
Registration. The Company is eligible to register the Common Shares and the Warrant Shares for resale by the Buyers using Form
S-3 promulgated under the 1933 Act.


 


(bb) 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.


 


(cc) Shell Company
Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


  






    	 	11	 



     


    

 


(dd) 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.


 


(ee) Disclosure.
All disclosure provided to the Buyers regarding the Company, its business and the transactions contemplated hereby, including information
referred to in Section 2(d) of this Agreement, and the schedules to this Agreement, but excluding projections and similar forward-looking
information, furnished by or on behalf of the Company, does not contain, at the time such information was furnished by or on behalf
of the Company, 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. Any projections, forecasts, estimates,
budgets and the forward-looking information delivered to any of the Buyers were prepared by the Company in good faith upon assumptions
believed by the Company to be reasonable at the time made. All of the written information furnished after the date hereof by or
on behalf of the Company to you pursuant to or in connection with this Agreement and the other Transaction Documents, taken as
a whole, will not contain, at the time such information is furnished by or on behalf of the Company, 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 are made, not misleading. Each press release issued by the Company 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 were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or
its 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.


  


(ff) Compliance
with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at
all times in material compliance with the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or,
to the knowledge of the Company, threatened.


    


(gg) Other Covered
Persons. The Company is not aware of any Person (other than the Placement Agent) that has been or will be paid (directly or
indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Securities.


 


4. COVENANTS.


 


(a) Best Efforts.
Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied by
it as provided in Sections 6 and 7 of this Agreement.


 


(b) Blue Sky.
The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order
to obtain an exemption for or to qualify the Securities for sale to the Buyers at the Closing 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).
The Company shall make all filings and reports relating to the offer and sale of the Securities required under applicable securities
or “Blue Sky” laws of the states of the United States following the Closing Date.


    


(c) Disclosure of
Transactions and Other Material Information. On or before 5:30 p.m., New York City time, on the fourth (4th) Business
Day after this Agreement has been executed, the Company shall (A) issue a press release disclosing all material terms of the transactions
contemplated hereby and (B) file a Current Report on Form 8-K describing the terms of the transactions contemplated by the Transaction
Documents in the form required by the 1934 Act and attaching the material Transaction Documents (the “8-K Filing”).
Subject to the foregoing, neither the Company nor any Buyer shall issue any other press releases or any other public statements
with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without
the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (i) that
is materially consistent with the 8-K Filing or (ii) as is required by applicable law, rules or regulations. Except for the Registration
Statement required to be filed pursuant to the Registration Rights Agreement and as required by law, rules or regulations, without
the prior written consent of any applicable Buyer, neither the Company nor any of its affiliates shall disclose the name of such
Buyer in any filing, announcement, release or otherwise. As used herein, “Business Day” means any day other
than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain
closed.


    






    	 	12	 



     


    

 


(d) Reservation of
Shares. So long as any Buyer owns any Warrants, the Company shall take all action necessary to at all times after the date
hereof have authorized, and reserved for the purpose of issuance, no less than the number of shares of Common Stock issuable upon
exercise of the Warrants then outstanding (without taking into account any limitations on the exercise of the Warrants set forth
in the Warrants). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to
meet the required reserved amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient
number of shares.


    


(e) FAST Compliance.
While any Warrants are outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast Automated Securities
Transfer Program.


 


(f) Lock-Ups.
The Company shall not, directly or indirectly, amend, modify, waive or terminate any provision of any lock-up agreement which is
in place on or before the Closing Date (the “Lock-Up Agreements”) without the consent of the Placement Agent,
except to extend the term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its
terms. If any officer or director that is a party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company
shall promptly use its reasonable best efforts to seek specific performance of the terms of such Lock-Up Agreement.


 


(g) No Integrated
Offering. None of the Company, their affiliates nor any Person acting act at the direction of any of the foregoing will take
any action or steps that would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering
of any of the Securities to be integrated with other offerings for purposes of any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of the Principal Market (or other applicable Eligible Market (as
defined in the Warrants)).


 


(h) Principal Market
Listing. The Company agrees to use its best efforts to remain listed on the Principal Market and to cure any failures that
could result in delisting on the Principal Market.


  


5. REGISTER; TRANSFER
AGENT INSTRUCTIONS.


 


(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 Warrants in which the Company shall record the name and address of
the Person in whose name the Warrants have been issued (including the name and address of each transferee) 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 its transfer agent, and any subsequent transfer agent, 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 Common Shares and the Warrant Shares issued at the Closing or upon exercise of the Warrants in such amounts
as specified from time to time by each Buyer to the Company upon exercise of the Warrants. The Company warrants that no instruction
other than the irrevocable instructions referred to in this Section 5(b) and stop transfer instructions to give effect to Section
2(f) hereof, will be given by the Company to its transfer agent, and that the Securities shall otherwise be freely transferable
on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction Documents. If
a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(f), the Company shall permit the
transfer and shall promptly instruct its 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.
In the event that such sale, assignment or transfer involves the Common Shares or the Warrant Shares sold, assigned or transferred
pursuant to an effective registration statement or pursuant to Rule 144, the transfer agent shall issue such Securities to the
Buyer, assignee or transferee, as the case may be, without any restrictive legend.


 






    	 	13	 



     


    

 


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


 


The obligation of the
Company hereunder to issue and sell the Units 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) Each Buyer shall
have executed each of the Transaction Documents to which such Buyer is a party and delivered the same to the Company.


 


(ii) Each Buyer shall
have delivered to the Company the Purchase Price for the Units 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 Company shall
have obtained the Principal Market Approval.


  


(iv) No litigation,
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documents.


 


(v) The representations
and warranties of each Buyer shall be true and correct in all material respects (except for those representations and warranties
that are qualified by materiality, which are true and correct in all respects) as of the date when made and as of the Closing Date
as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and
correct in all material respects (except for those representations and warranties that are qualified by materiality, which are
true and correct in all respects) as of such specified date), and each 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.


 


The obligation of each
Buyer hereunder to purchase the Units 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 (A) each of the Transaction Documents, (B) the Common Shares being purchased by
such Buyer at the Closing pursuant to this Agreement and (C) the related Warrants being purchased by such Buyer at the Closing
pursuant to this Agreement.


 


(ii) The Company shall
have delivered to the Placement Agent a copy of the irrevocable transfer agent instructions, which instructions shall have been
delivered to and acknowledged in writing by the Company’s transfer agent, in form and substance reasonably acceptable to
the Placement Agent.


 


(iii) The Placement
Agent shall have received the opinion of Wyrick Robbins Yates & Ponton LLP, the Company’s outside United States counsel,
dated as of the Closing Date, and addressed to the Placement Agent and the Buyers, in form and substance reasonably acceptable
to the Placement Agent.


 


 (iv) The Company
shall have delivered to the Placement Agent certificates evidencing the good standings of the Company in the states of (a) Delaware
issued by the Delaware Secretary of State, (b) Nevada issued by the Nevada Secretary of State, and (c) New York issued by the New
York State Department of State, each as of a date within ten (10) days of the Closing Date.


   






    	 	14	 



     


    

 


(v) The Company shall
have delivered to the Placement Agent a certificate, executed by the Secretary of the Company and dated as of the Closing Date,
as to (a) the resolutions consistent with Section 3(b) as adopted by the Board, (b) the Certificate of Incorporation and (c) the
Bylaws, each as in effect at the Closing, in form and substance reasonably acceptable to the Placement Agent.


 


(vi) The representations
and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties
that are qualified by materiality or Material Adverse Effect, which are true and correct in all respects) as of the date when made
and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date
which shall be true and correct in all material respects (except for those representations and warranties that are qualified by
materiality or Material Adverse Effect, which are true and correct in all respects) as of such specified date), the Company shall
have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction
Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Placement Agent shall
have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing
effect in form and substance reasonably acceptable to the Placement Agent.


 


(vii) The Company shall
have delivered to the Placement Agent a letter from the Company’s transfer agent certifying the number of Common Stock outstanding
as of a date within five (5) days of the Closing Date.


 


(iix) The Common Stock
(a) shall be designated for quotation or listed on the Principal Market and (b) shall not have been suspended, as of the Closing
Date, by the SEC or the Principal Market from trading on the Principal Market, as of the Closing Date. In addition, suspension
of the Company’s Common Stock shall not have been threatened as of the Closing Date by the Principal Market, either in writing
or by falling below the minimum listing maintenance requirements of the Principal Market..


  


(ix) The Company shall
have obtained the Principal Market Approval and all governmental, regulatory or third party consents and approvals necessary for
the sale of the Securities.


    


(x) No Material Adverse
Effect shall have occurred.


       


8. TERMINATION.
In the event that the Closing shall not have occurred with respect to a Buyer on or before March 23, 2020 due to the Company’s
or such Buyer’s failure to satisfy the conditions set forth in Sections 6 and 7 above (and the nonbreaching party’s
failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with
respect to such breaching party at the close of business on such date by delivering a written notice to that effect to each other
party to this Agreement and without liability of any party to any other party.


  


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, 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.


 






    	 	15	 



     


    

 


(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; provided that
a facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force
and effect as if the signature were an original, not a facsimile or .pdf signature.


 


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


 


(d) Severability.
If any provision of this Agreement 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). 


 


(e) Entire Agreement;
Amendments. This Agreement and the other Transaction Documents supersede all other prior oral or written agreements between
the Buyers, the Company, their affiliates and Persons acting on their behalf with respect to the matters discussed herein, and
this Agreement, the other Transaction Documents and the instruments referenced herein and therein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, 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. No
provision of this Agreement may be amended or waived other than by an instrument in writing signed by the Company and the holders
of at least a majority of the aggregate amount of Securities issued and issuable hereunder and under the Warrants (without regard
to any restriction or limitation on the exercise of the Warrants contained therein), and any amendment or waiver to this Agreement
made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities and the Company;
provided that any such amendment or waiver that complies with the foregoing but that disproportionately, materially and
adversely affects the rights and obligations of any Buyer relative to the comparable rights and obligations of the other Buyers
shall require the prior written consent of such adversely affected Buyer. No provisions hereto may be waived other than by an instrument
in writing signed by the party against whom enforcement is sought. No such amendment shall be effective to the extent that it applies
to less than all of the Buyers or holders of the applicable Securities then outstanding. No consideration shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same
consideration (other than the reimbursement of legal fees) also is offered to all of the parties to the Transaction Documents,
holders of Common Shares or holders of the Warrants, as the case may be. 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, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company or otherwise.


 


(f) Notices. Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement or any of
the other Transaction Documents must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered
personally; (ii) upon delivery, when sent by facsimile (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party); (iii) upon delivery, when sent by electronic mail (provided that the sending
party does not receive an automated rejection notice); or (iv) one Business Day after deposit with an overnight courier service,
in each case properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such
communications shall be:


 






    	 	16	 



     


    

 


If to the Company:


 


Eyenovia, Inc.

295 Madison Avenue, Suite 2400


New York, New York 10017

Telephone: (917) 289-1117

Attention: John Gandolfo, Chief Financial Officer

E-mail: jgandolfo@eyenoviabio.com


  


With a copy (for informational
purposes only) to:


 


Wyrick
Robbins Yates and Ponton LLP


4101 Lake
Boone Trail, Suite 300


Raleigh,
North Carolina 27607


Attention:
S. Halle Vakani


Telephone:
(919) 781-4000


Email:
hvakani@wyrick.com


 


If to the Transfer Agent:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue


Brooklyn, NY 11219


Attention: Frank R. Misciagna, Relationship Manager


Telephone: 718-921-8300 ext. 622


E-mail:fmisciagna@astfinancial.com


 


If to the Placement Agent:


 


National Securities Corporation

200 Vesey Street, 25th Floor


New York, NY 10281

Telephone: 212-380-2819


Attention: Jonathan Rich, Executive Vice President
 – Head of Investment Banking


Email: jrich@nationalsecuritiesib.com


 


With a copy (for informational
purposes only) to:


 


Duane Morris
LLP


30 South
17th Street


Philadelphia,
PA 19103-4196


Telephone:
215-979-1225


Attention:
Richard A. Silfen


Email: rasilfen@duanemorris.com


 


If to a Buyer, to its address and
e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives, if any, as set forth on
the Schedule of Buyers,


 


or to such other address and/or e-mail address and/or to the
attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior
to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) electronically generated by the sender’s e-mail containing the time and date, 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.


  






    	 	17	 



     


    

 


(g) Successors and
Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns,
including any purchasers of the Common Shares or the Warrants. The Company shall not assign this Agreement or any rights or obligations
hereunder, including 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. A Buyer may assign some or all of its rights
hereunder 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.


 


(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, except that each Indemnitee
shall have the right to enforce the obligations of the Company with respect to Section 9(k).


 


(i) Survival.
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained
in Sections 2 and 3 shall survive the Closing, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive
the Closing until fully performed. 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.
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 indemnify and
hold harmless each Buyer and each other holder of the 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 reasonable 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 of one counsel (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 in the Transaction Documents (other than the Registration Rights
Agreement) or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement
or obligation of the Company contained in the Transaction Documents (other than the Registration Rights Agreement) or any other
certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against
such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising
out of or resulting from (i) the execution, delivery, performance or enforcement of the Transaction Documents (other than the Registration
Rights Agreement) or any other certificate, instrument or document contemplated hereby or thereby, (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
made by such Buyer pursuant to Section 4(d), 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; provided, that the foregoing indemnification
will not apply to Indemnified Liabilities solely to the extent that they resulted from bad faith, negligence or misconduct on the
part of such Indemnified Person. 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 that is
permissible under applicable law. Except as otherwise set forth herein, the mechanics and procedures with respect to the rights
and obligations under this Section 9(k) shall be the same as those set forth in Section 6 of the Registration Rights Agreement.


 






    	 	18	 



     


    

 


(l) Non-Exclusive
Remedy. The respective rights of indemnification of each of the Company and the Buyer under Section 9(k) shall not be exclusive
of any other remedy available to either the Company or the Buyer under applicable law.


 


(m) No Strict 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.


 


 (n) Rescission
and 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 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, any relevant notice, demand or election in whole or
in part without prejudice to its future actions and rights.


 


(o) Payment Set Aside.
To the extent that the Company makes a payment or payments to the Buyers hereunder or pursuant to any of the other Transaction
Documents or 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.


 


(p) Independent Nature
of Buyers’ Obligations and Rights. The obligations of each Buyer under any Transaction Document 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 entity, or create a presumption that
the Buyers are in any way 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 and the Company acknowledges that the Buyers are not
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents.
The Company acknowledges and each Buyer confirms that it has independently participated in the negotiation of the transaction contemplated
hereby with the advice of its own counsel and advisors. 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.


 


[Signature Page Follows]


 




    	 	19	 



     


    

 


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


 


 


	 	COMPANY:
	 	 	 
	 	EYENOVIA, INC.
	 	 	 
	 	By:	/s/ John Gandolfo
	 	Name:	John Gandolfo
	 	Title:	Chief Financial Officer


 


  


 


 


 


 


 


 





[Signature Page to Securities Purchase
Agreement]









     

     


    

 


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


 


	 	BUYER (if Buyer is an entity)
	 	
         

        Name of entity:

         

	 	 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


  


	 	BUYER (if Buyer is an individual)
	 	 	 
	 	 
	 	 	 
	 	 
	 	Name:	 



 


 


 


 


 


 





[Signature Page to Securities Purchase
Agreement]










     

     


    

 


SCHEDULE OF BUYERS


 


	(1)	(2)	(3)	(4)	(5)	(6)	(7)
	Buyer Name, Address and

Email Address	Number of Common Shares	Number of Class A Warrant Shares	Number of Class B Warrant Shares	Total Number of

Warrant Shares	Total Purchase Price of Units	Legal Representative’s Name, Address and 

Email Address
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 




     

     


    

 


EXHIBITS


 


	Exhibit A	 	Form of Warrants
	Exhibit B	 	Form of Registration Rights Agreement


 


	 	 	 




     

     


    

 


EXHIBIT A


 


FORM OF WARRANTS


 




     

     


    

 


 


EXHIBIT B


 


FORM OF REGISTRATION RIGHTS AGREEMENT