Exhibit 10.1


SERIES A PREFERRED STOCK PURCHASE
AGREEMENT


This Series A Preferred Stock Purchase
Agreement (this “Agreement”) is dated as of October 20, 2014, between Dataram Corporation, a New Jersey corporation
(the “Company”), and the investors that are set forth on Exhibit A attached to this agreement (each,
including its successors and assigns, the “Purchaser”, and together the “Purchasers”).


WHEREAS, subject to the terms and conditions
set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to Purchasers, and Purchasers, desire
to purchase from the Company, securities of the Company as more fully described in this Agreement.


NOW, THEREFORE, IN CONSIDERATION of the
mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and Purchaser agree as follows:


ARTICLE I.


DEFINITIONS


1.1     Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Certificate of Designation (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1:


“2014
Annual Meeting” shall have the meaning ascribed to such term in Section 5.4(a).


“Acquiring
Person” shall have the meaning ascribed to such term in Section 5.12.


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


“Alpha
Capital” means Alpha Capital Anstalt, a Purchaser with an office at 150 Central Park South, New York, NY 10019.


“Alpha
Nominee” shall have the meaning ascribed to such term in Section 5.4(b).


“Board
of Directors”means the board of directors of the Company.


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.



    	 



    	 



    





“Call
Option” shall have the meaning ascribed to such term in Section 2.2.1.


“Call
Option Notice” shall have the meaning ascribed to such term in Section 2.2.3.


“Certificate
of Designation” means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary
of State of New Jersey, in the form of Exhibit B attached hereto.


“Closing”
shall have the meaning ascribed to such term in Section 4.1


“Closing
Fee” shall have the meaning ascribed to such term in Section 5.5.


“Commission”
means the United States Securities and Exchange Commission.


“Common
Stock” means the common stock of the Company, par value $1.00 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


“Company
Counsel” means Schnader Harrison Segal & Lewis LLP, with offices located at 140 Broadway, Suite 3100, New York, NY
10005.


“Conversion
Price” shall have the meaning ascribed to such term in the Certificate of Designation.


“Evaluation
Date” shall have the meaning ascribed to such term in Section 3.1(r).


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(z).


 


“Intellectual
Property Rights” shall have the meaning ascribed to such term in Section 3.1(o).




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“Institutional
Investors” shall mean Alpha Capital, Brio Capital Master Fund Ltd., Momona Capital and Osher Capital Partners LLC, each
having an office at the address set forth on Exhibit A.


 


“Isaac”
means Isaac Capital Group LLC, a Purchaser with an office at 3525 Del Mar Heights Road, Suite 765, San Diego, CA 92130.


 


“Isaac
Nominees” shall have the meaning ascribed to such term in Section 5.4(a).


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(m).


 


“Maximum
Rate” shall have the meaning ascribed to such term in Section 6.15.


 


“Nasdaq”
means the Nasdaq Capital Market.


 


“Nasdaq
Notice” shall mean the notice provided by Nasdaq in a letter to the Company, dated March 28, 2014 (and any subsequent,
related correspondence) informing the Company that the Company was non-compliant with certain requirements for continued listing
on the Nasdaq Stock Market, and informing the Company that the Company’s common stock would be suspended from listing on
the Nasdaq Stock Market as of September 11, 2014.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Preferred
Stock” means the Company’s Series A Preferred Stock issued hereunder having the rights, preferences and privileges
set forth in the Certificate of Designation, in the form of Exhibit B hereto.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 


“Public
Information Failure” shall have the meaning ascribed to such term in Section 5.9.


“Public
Information Failure Payments” shall have the meaning ascribed to such term in Section 5.9.




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“Purchase
Price” shall have the meaning ascribed to such term in Section 2.1.2.


“Put/Call
Exercise Period” shall have the meaning ascribed to such term in Section 2.2.1.


 


“Put
Option” shall have the meaning ascribed to such term in Section 2.2.1.


 


“Put
Option Notice” shall have the meaning ascribed to such term in Section 2.2.2.


 


“Required
Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable
in the future pursuant to the Transaction Documents, including any Underlying Shares issuable upon exercise in full of all Warrants
or conversion in full of all shares of Preferred Stock, ignoring any conversion or exercise limits set forth therein, and assuming
that any previously unconverted shares of Preferred Stock are held until the fifth anniversary of the date of the applicable Closing
and all dividends are paid in shares of Common Stock until such fifth anniversary.


“Restated
Certificate” shall have the meaning ascribed to such term in Section 2.1.1.


 


“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Preferred Stock, the Warrants, the Warrant Shares and the Underlying Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Signing
Date” means the date hereof, or at such other time and place as the Company and Purchaser conduct an electronic exchange
of documents and signatures of the Transaction Documents.


 


“Subsequent
Tranche” shall have the meaning ascribed to such term in Section 2.1.2.2.




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“Subsequent
Tranche Share Total” shall have the meaning ascribed to such term in Section 2.1.2.2.


 


“Subsidiary”
means any subsidiary of the Company, all of which are as set forth on Schedule 3.1(a) and shall, where applicable, also
include any direct or indirect subsidiary of the Company formed or acquired after the date hereof. Subsidiary means with respect
to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability company, trust,
estate, association, joint venture or other business entity of which (A) more than 30% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing
body of such entity, (ii) in the case of a partnership or limited liability company, the interest in the capital or profits
of such partnership or limited liability company or (iii) in the case of a trust, estate, association, joint venture or other
entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned
or controlled directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of
the Company.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New
York Stock Exchange or the OTC Bulletin Board (or any successors to any of the foregoing).


 


“Tranche
A” shall have the meaning ascribed to such term in Section 2.1.2.1.


 


“Tranche
A Closing” shall have the meaning ascribed to such term in Section 2.3.2.


 


“Tranche
A Original Share Total” shall have the meaning ascribed to such term in Section 2.1.2.1.


 


“Tranche
A Purchase Price” shall have the meaning ascribed to such term in Section 2.1.2.1


 


“Tranche
A Warrants” shall have the meaning ascribed to such term in Section 2.3.5.3.


 


“Transaction
Documents” means this Agreement, the Certificate of Designation, the Warrants, all exhibits and schedules thereto and
hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.




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“Transfer
Agent” means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with a mailing
address of 10150 Mallard Creek Road, Suite 307, Charlotte, NC 28262 and a facsimile number of 718-765-8742, and any successor transfer
agent of the Company.


 


“Underlying
Shares” means the shares of Common Stock issued and issuable upon conversion of the Preferred Stock and upon exercise
of the Warrants, including but not limited to shares issuable as dividends on the Preferred Stock and after the application of
reset and anti-dilution rights of the Purchasers.


 


“Variable
Rate Transaction” means a transaction in which the Company or any Subsidiary (i) issues or sells any convertible securities
either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of
or quotations for the shares of Common Stock at any time after the initial issuance of such convertible securities, or (B) with
a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such
convertible securities or upon the occurrence of specified or contingent events directly or indirectly related to the business
of the Company or the market for the Common Stock, including, without limitation, pursuant to any “weighted average”
or “full-ratchet” anti-dilution provision, or (ii) enters into any agreement (including, without limitation, an equity
line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future
determined price.


“VWAP”
means, for any date, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)
on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day
from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time).


“Warrants”
means, collectively, the Common Stock purchase warrants delivered to Purchaser, in the form of Exhibit C attached hereto.


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


ARTICLE II.


PURCHASE AND SALE


2.1     Purchase
and Sale of Preferred Stock.


		2.1.1	On or before the date of the Tranche A Closing, the Company shall
adopt and file with the Secretary of State of the State of New Jersey the Amended and Restated Certificate of Incorporation in
the form of Exhibit D attached hereto (the “Restated Certificate”).






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		2.1.2	Subject to the terms and conditions of this Agreement, the Company Agrees to sell, and each Purchaser
agrees to purchase, the number of shares of Preferred Stock set forth opposite each Purchaser’s name on Exhibit A,
up to an aggregate of 1,300,000 shares of Preferred Stock at a purchase price of $5.00 per share of Preferred Stock (the “Purchase
Price”), and Warrants as determined pursuant to Sections 2.3.5.3 and 2.3.6.3. The sale of the Preferred
Stock shall take place in multiple tranches as follows:



		2.1.2.1	Each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser,
the number of shares of Preferred Stock set forth on Exhibit A hereto (the “Tranche A Original Share Total”)
in a first tranche (“Tranche A”) at an aggregate purchase price of $3,000,000 (the “Tranche A Purchase
Price”); provided, however, that if Nasdaq requires a greater number of issued shares of Preferred Stock,
in order for the Company to maintain its listing on Nasdaq, then the Tranche A Original Share Total will be increased to an amount
equal to the lowest number of shares of Preferred Stock (but in no event lower than the Tranche A Original Share Total) as is required
by Nasdaq to maintain the Company’s listing on Nasdaq.



		2.1.2.2	Each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser,
up to 700,000 shares of Preferred Stock (the “Subsequent Tranche Share Total”) in subsequent tranches (each,
a “Subsequent Tranche”), that may be issued at any time and from time to time, as set forth in Section
2.2, at an aggregate purchase price of up to $3,500,000 (provided, however, that if Nasdaq requires a greater
number of issued shares of Preferred Stock, in order for the Company to maintain its listing on Nasdaq, then the Isaac portion
of the Subsequent Tranche Share Total will be increased to an amount equal to the lowest number of shares of Preferred Stock (but
in no event lower than the Subsequent Tranche Share Total) as is required by Nasdaq to maintain the Company’s listing on
Nasdaq) in the event and in accordance with the terms of (i) the exercise by the Purchasers of the Put Option or (ii) the exercise
by the Company of the Call Option.





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2.2     Put Option
and Call Option


		2.2.1	At any time following the date of the Tranche A Closing and prior to October 6, 2019 (the “Put/Call
Exercise Period”), each Purchaser may exercise its right to purchase and to require the Company to sell, at the Purchase
Price, additional shares of Preferred Stock, in an amount, per Purchaser, up to the number of shares set forth on Exhibit G
hereto (the “Put Option”). At such time during the Put/Call Exercise Period as a Purchaser has not exercised
the Put Option, the Company may exercise its right to cause and require such Purchaser to purchase, at the Purchase Price, additional
shares of Preferred Stock in an aggregate amount of up to the Subsequent Tranche Share Total (the “Call Option”).
At each exercise of a Call Option by the Company, each Purchaser shall purchase, out of the total amount of shares of Preferred
Stock subject to such Call Option exercise, such Purchaser’s proportionate share of the Subsequent Tranche Share Total, as
set forth on Exhibit G.



		2.2.2	If a Purchaser desires to exercise the Put Option under this Section 2.2, the Purchaser
shall give written notice to the Company during the Put/Call Exercise Period of the exercise of such Put Option in accordance with
this Section 2.2 (the “Put Option Notice”).



		2.2.3	If the Company desires to exercise the Call Option under this Section 2.2, the Company
shall give written notice to each Purchaser during the Put/Call Exercise Period of the exercise of such Call Option in accordance
with this Section 2.2 (the “Call Option Notice”).



2.3     Pre-Closing;
Closing and Subsequent Closings; Delivery.


		2.3.1	From the Signing Date until the date of the Tranche A Closing, the Company agrees that it will
not solicit, encourage others to solicit, encourage or accept any offers for the purchase or acquisition of: (i) any capital stock
of the Company, (ii) all or any substantial part of the assets of the Company, or (iii) proposals for any merger or consolidation
involving the Company, and the Company shall not negotiate with or enter into any agreement or understanding with any other person
with respect to any such transaction.



		2.3.2	Subject to the satisfaction or waiver of the conditions set forth in Article IV hereof,
the closing with respect to Tranche A shall take place at such time and place as the Company and the Purchasers mutually agree
upon (which time and place are designated as the “Tranche A Closing”).





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		2.3.3	Subject to the satisfaction or waiver of the conditions set forth in Article IV hereof,
the closing with respect to Subsequent Tranches shall take place remotely via the electronic exchange of documents and signatures
no later than thirty (30) days following the receipt by the Company of the Put Option Notice or the receipt by a Purchaser of the
Call Option Notice, as applicable, or at such other time and place as the Company and Purchaser mutually agree upon (each such
time and place are designated as the “Subsequent Tranche Closing”).



		2.3.4	At the Tranche A Closing and each Subsequent Tranche Closing, respectively, the Company shall deliver
to Purchaser a certificate representing the shares of Preferred Stock being purchased thereby against payment of the purchase price
thereof by check or wire transfer to the Company, in each case as set forth on Exhibit F.



		2.3.5	On or prior to the Tranche A Closing, the Company shall deliver or cause to be delivered to each
Purchaser:



		2.3.5.1	This agreement, duly executed by the Company, dated as of the date hereto;



		2.3.5.2	A legal opinion of Company Counsel, substantially in the form of Exhibit E hereto, dated
as of the Tranche A Closing;



		2.3.5.3	A Warrant registered in the name of each Purchaser to purchase Common Stock of the Company in the
respective amounts set forth on the signature page hereto (the “Tranche A Warrants”);



		2.3.5.4	A certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company,
certifying that the conditions specified in Section 4.2 have been fulfilled, as of the date of the Tranche A Closing;



		2.3.5.5	All authorizations, approvals or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities, as of
the date of the Tranche A Closing;



		2.3.5.6	The Restated Certificate in the form filed with and accepted by the New Jersey Secretary of State;



		2.3.5.7	A certificate, dated as of the date of the Tranche A Closing, signed by the Secretary of the Company,
certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving this Agreement and
the Transactions, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate;





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		2.3.5.8	With respect only to Isaac, a payment by check or wire transfer for certain legal fees and other
expenses as provided in Section 5.5; and



		2.3.5.9	With respect only to Isaac, the Closing Fee.



		2.3.6	On or prior to each Subsequent Tranche Closing, the Company shall deliver or cause to be delivered
to Each Purchaser, as applicable:



		2.3.6.1	This agreement, duly executed by the Company, dated as of the date of the Subsequent Tranche Closing;



		2.3.6.2	A legal opinion of Company Counsel, substantially in the form of Exhibit E hereto, dated
as of the date of the Subsequent Tranche Closing;



		2.3.6.3	A Warrant registered in the name of each Purchaser to purchase the number of shares of Common Stock
into which the Preferred Stock issued to Each Purchaser on the Subsequent Tranche Closing may be converted as of the date of issuance
thereof, having the same exercise price as the Tranche A Warrants (such Warrant may be delivered within three Trading Days of the
date of the Subsequent Tranche Closing);



		2.3.6.4	A certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company,
certifying that the conditions specified in Section 4.2 have been fulfilled, as of the date of the Subsequent Tranche Closing;



		2.3.6.5	All authorizations, approvals or permits, if any, of any governmental authority or regulatory body
of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities, as of
the date of the Subsequent Tranche Closing;



		2.3.6.6	A certificate, dated as of the date of the Subsequent Tranche Closing, signed by the Secretary
of the Company, certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving this
Agreement and the Transactions, and (iii) the Restated Certificate of the Company;



ARTICLE III.


REPRESENTATIONS AND WARRANTIES


3.1     Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation or warranty made herein only to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each
Purchaser:




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(a) Subsidiaries.
All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly
or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the
issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free
of preemptive and similar rights to subscribe for or purchase securities. If the Company has no Subsidiaries, all other references
to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.


(b) Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect
on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document
(any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


(c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith.
This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation
of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief
or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.




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(d) No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to
which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby
and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could
not have or reasonably be expected to result in a Material Adverse Effect.


(e) Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filings required pursuant to Section 5.1 of this Agreement, (ii) the notice and/or application(s) to each applicable
Trading Market for the issuance and sale of the Securities and the listing of the Common Stock, Preferred Shares and Warrant Shares
for trading thereon in the time and manner required thereby, (iii) the filing of Form D with the Commission, (iv) such filings
as are required to be made under applicable state securities laws, and (v) except as set forth on Schedule 3.1(e),.


(f) Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with
the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed
by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its
duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required
Minimum on the date hereof.




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(g) Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also specifically
include: (i) the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date
hereof, (ii) the number of any issued and outstanding shares of any one or more classes of preferred stock of the Company and (iii)
a description of all securities exercisable or exchangeable for or convertible into shares of any one or more classes of preferred
stock of the Company. As of the date hereof, the Company has no capital stock that would be senior in ranking to the Preferred
Stock. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other
than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of
Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise
of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. All of the outstanding shares of capital stock of the Company are duly authorized, validly
issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such
outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities.
No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale
of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s
capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s
stockholders.


(h) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such
material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively
referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of
filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC
Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statements
of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules
and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been
prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods
involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects
the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations
and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit
adjustments.




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(i) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed not later than five (5) days prior to
the date hereof: (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result
in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission,
(iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution
of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment
of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),
no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or
exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets or financial
condition, that would be required to be disclosed by the Company under applicable securities laws at the time this representation
is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is
made.


(j) Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities
or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither
the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim
of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been,
and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company
or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending
the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities
Act.




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(k) Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


(l) Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been
waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the
Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


(m) Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports,
except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.




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(n) Title
to Assets. Except as set forth on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in
fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially
affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by
the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real
property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable
leases with which the Company and the Subsidiaries are in compliance.


(o) Intellectual
Property. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark
applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights
and similar rights as described in the SEC Reports as necessary or required for use in connection with their respective businesses
and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of the Intellectual Property Rights
has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the
date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements
included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights
violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse
Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement
by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures
to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could
not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


(p) Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate Purchase Price (which such directors
and officers insurance will be maintained by the Company with its existing carrier for a period of twenty-four (24) months following
the Tranche A Closing). Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its
existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business without a significant increase in cost.




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(q) Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and 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, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $120,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan
of the Company.


(r) Sarbanes-Oxley;
Internal Accounting Controls. The Company and the Subsidiaries are in compliance with any and all applicable requirements of
the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated
by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries
maintain 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 accountability, (iii) access to assets is permitted
only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The
Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information
required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized
and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers
have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of
the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”).
The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers
about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the
Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange
Act) of the Company and its Subsidiaries that have materially affected, or is reasonably likely to materially affect, the internal
control over financial reporting of the Company and its Subsidiaries.




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(s) Certain
Fees. Except as described in Section 5.5, no brokerage or finder’s fees or commissions are or will be payable
by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank
or other Person with respect to the transactions contemplated by the Transaction Documents. Purchaser shall have no obligation
with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in
this Section that may be due in connection with the transactions contemplated by the Transaction Documents.


(t) Private
Placement. Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 3.2, no
registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as
contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading
Market.


(u) Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


(v) Registration
Rights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company or any Subsidiary.


(w) Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to Purchaser as a result of Purchaser and the Company
fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as a result
of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


(x) Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company
confirms that neither it nor any other Person acting on its behalf has provided any Purchaser or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that each Purchaser will rely on the foregoing representation in effecting transactions in securities of the Company. All of the
disclosure furnished by or on behalf of the Company to Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct
and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the
statements made




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therein, in
light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the
twelve months preceding the date of this Agreement taken as a whole do not 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 light of the circumstances
under which they were made and when made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made
any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth
in Section 3.2 hereof.


(y) No
Integrated Offering. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section
3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this
offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would
require the registration of any such securities under the Securities Act, or (ii) any applicable shareholder approval provisions
of any Trading Market on which any of the securities of the Company are listed or designated. 


(z) Solvency.
Based on the consolidated financial condition of the Company as of the date of the applicable Closing, after giving effect to the
receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital
to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account the particular
capital requirements of the business conducted by the Company, consolidated and projected capital requirements and capital availability
thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate
all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its liabilities when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability
to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt).
The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation
under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Schedule 3.1(z) sets
forth as of the date hereof all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any
liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary
course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether
or not the same are or should be reflected in the Company’s consolidated balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;
and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance
with GAAP. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.




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(aa) Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material 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 or
of any Subsidiary know of no basis for any such claim.


(bb) No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising.


(cc) Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any provision
of FCPA.


(dd) Accountants.
The Company’s accounting firm is set forth on Schedule 3.1(dd) of the Disclosure Schedules. To the knowledge and belief
of the Company, such accounting firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall
express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscal
year ending December 2014.


(ee) Seniority.
Except as disclosed on Schedule 3.1(ee), as of the date of the applicable Closing, no Indebtedness or other claim against
the Company is senior to the Preferred Stock in right of payment, whether with respect to interest or upon liquidation or dissolution,
or otherwise, other than indebtedness secured by purchase money security interests (which is senior only as to underlying assets
covered thereby) and capital lease obligations (which is senior only as to the property covered thereby).


(ff) No
Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated
by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and
the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability
to perform any of its obligations under any of the Transaction Documents.




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(gg) Acknowledgment
Regarding Purchaser’s Purchase of Securities. The Company acknowledges and agrees that each Purchaser is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that each Purchaser is not acting as a financial advisor or fiduciary of the Company
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice
given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the
transactions contemplated thereby is merely incidental to the such Purchaser’s purchase of the Securities. The Company further
represents to Purchasers that the Company’s decision to enter into this Agreement and the other Transaction Documents has
been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


(hh) Acknowledgment
Regarding Each Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding
(except for Sections 3.2(g) and 5.16 hereof), it is understood and acknowledged by the Company that: (i) no
Purchaser has been asked by the Company to agree, nor has any Purchaser agreed, to desist from purchasing or selling, long and/or
short, securities of the Company, or “derivative” securities based on securities issued by the Company or to hold the
Securities for any specified term, (ii) past or future open market or other transactions by any Purchaser, specifically including,
without limitation, Short Sales or “derivative” transactions, before or after the closing of this or future private
placement transactions, may negatively impact the market price of the Company’s publicly-traded securities, (iii) any Purchaser,
and counter-parties in “derivative” transactions to which such Purchaser is a party, directly or indirectly, may presently
have a “short” position in the Common Stock and (iv) no Purchaser shall be deemed to have any affiliation with or control
over any arm’s length counter-party in any “derivative” transaction. The Company further understands and acknowledges
that (y) Purchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including,
without limitation, during the periods that the value of the Underlying Shares deliverable with respect to Securities are being
determined, and (z) such hedging activities (if any) could reduce the value of the existing stockholders’ equity interests
in the Company at and after the time that the hedging activities are being conducted.  The Company acknowledges that such
aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


(ii) Regulation
M Compliance.  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 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) sold, bid for, purchased, or paid any compensation for soliciting purchases of,
any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other
securities of the Company.




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(jj) Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value
of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has
been no Company policy or practice to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock
options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their
financial results or prospects. 


(kk) Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent,
employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of
Foreign Assets Control of the U.S. Treasury Department (“OFAC”).


(ll) U.S.
Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the
meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s
request.


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


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




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


 


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


 


(rr) Notice
of Disqualification Events. The Company will notify Purchasers in writing, prior to the date of the Tranche A Closing and any
subsequent tranche Closing of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would,
with the passage of time, become a Disqualification Event relating to any Issuer Covered Person. Any such occurrence may be deemed
by a Purchaser to have a Material Adverse Effect.


 


3.2 Representations
and Warranties of Purchasers. Each Purchaser hereby represents and warrants to the Company as follows:


(a) Authority.
Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by Purchaser,
will constitute the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms, except as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application
affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance;
or other equitable remedies.


(b) Own
Account. Purchaser understands that the Securities are “restricted securities” and have not been registered under
the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and
not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law. Purchaser is acquiring the Securities hereunder in the ordinary course of its business.




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(c) Purchaser
Status. At the time Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which
it exercises any Warrants or converts any shares of Preferred Stock, it will be either: (i) an “accredited investor”
as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional
buyer” as defined in Rule 144A(a) under the Securities Act.


(d) Experience
of Such Purchaser. Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be
capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and
risks of such investment. Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time,
is able to afford a complete loss of such investment.


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


(f) Access
to Information. Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii)
the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or
expense that is necessary to make an informed investment decision with respect to the investment.


(g) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, Purchaser has not directly
or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Purchaser, executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that Purchaser
first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material
terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Other than to other Persons
party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained
herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability
of, or securing of, available shares to borrow in order to effect Short Sales or similar transactions in the future.




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The Company acknowledges and agrees that the
representations contained in Section 3.2 shall not modify, amend or affect any Purchaser’s right to rely on the Company’s
representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction
Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of
the transaction contemplated hereby.


 


ARTICLE IV.


CONDITIONS TO CLOSING


 


4.1 The obligations
of the Company hereunder, on or before each of the Tranche A Closing and the Subsequent Tranche Closing (each, a “Closing”)
are subject to the following conditions being met:


(a) the accuracy
in all material respects on the date of the applicable Closing of the representations and warranties of Purchaser contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


(b) all obligations,
covenants and agreements of Purchaser required to be performed at or prior to the date of the applicable Closing shall have been
performed;


(c) all authorizations,
approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required
in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective;


(d) the approval
by Nasdaq of the lawful issuance and sale of the Securities pursuant to this Agreement shall have been obtained;


(e) with respect
to the Tranche A Closing, the affirmative vote of the majority of votes cast by holders of shares of Common Stock of the Company
entitled to vote at an annual meeting of the Company approving the issuance of the shares of Preferred Stock and of the Underlying
Shares, in accordance with Nasdaq Marketplace Rule 5635; and


(f) the receipt by the Company of
filing acceptance by the Secretary of State of the State of New Jersey of the Restated Certificate.


4.2 The obligations of each Purchaser
hereunder, on or before each applicable Closing are subject to the following conditions being met:


(a) the accuracy in all material
respects when made and on the date of the applicable Closing of the representations and warranties of the Company contained herein
(unless as of a specific date therein);


(b) all obligations, covenants and
agreements of the Company required to be performed at or prior to the date of the applicable Closing shall have been performed;


(c) the delivery by the Company of
the items set forth in Section 2.3 of this Agreement, as applicable;




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(d) the completion of legal and financial
due diligence to the satisfaction of Purchasers;


(e) the approval by Nasdaq of the
lawful issuance and sale of the Securities pursuant to this Agreement shall have been obtained;


(f) with respect to the Tranche A
Closing, the affirmative vote of the majority of votes cast by holders of the shares of Common Stock of the Company entitled to
vote at an annual meeting of the Company approving the issuance of the shares of Preferred Stock and of the Underlying Shares,
in accordance with Nasdaq Marketplace Rule 5635;


(g) the completion of a financial
valuation of the Company by an independent third party, to the satisfaction of Purchaser in its sole discretion;


(h) the receipt by the Company of
filing acceptance by the Secretary of State of the State of New Jersey of the Restated Certificate; and


(i) No event or condition shall have
occurred or shall be alleged to have occurred that constitutes or, with notice or the passage of time, or both, would constitute
a default or a basis of force majeure or other claim of excusable delay or nonperformance by the Company, or any other person or
entity, under any contract, agreement, arrangement, commitment or other understanding, written or oral, described above in this
Section 4.2(i) which default, or the delay or nonperformance of which, individual or in the aggregate, would have a Material Adverse
Effect.


ARTICLE V.


OTHER AGREEMENTS OF THE PARTIES


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


5.2 Reporting
Status. Until the date on which no Preferred Stock or Warrants are outstanding, the Company shall timely file all reports required
to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file
reports under Section 12(g) of the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require
or otherwise permit such termination.


5.3 Use of Proceeds.
The Company shall use the net proceeds from the sale of the Securities hereunder solely as set forth on Schedule 5.3.




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5.4 Board of
Directors.


(a) The Company grants
Isaac the right to annually nominate two (2) members to the Company’s Board of Directors (the “Isaac Nominees”),
such Isaac Nominees to be presented for a full vote to the stockholders of the Company at the Company’s annual meeting of
stockholders, beginning at the 2014 Annual Meeting (the “2014 Annual Meeting”). The Company and Purchasers
agree that the Isaac Nominees shall meet the independent director requirements under Nasdaq Marketplace Rule 5605(a)(2). Isaac
shall have the right to appoint the Isaac Nominees for so long as any shares of Preferred Stock remains outstanding, subject to
any threshold limitations in accordance with applicable Nasdaq rules.


(b) The Company grants
Alpha Capital the right to nominate one (1) member to the Company’s Board of Directors (the “Alpha Nominee”),
such Alpha Nominee to be presented for a full vote to the stockholders of the Company at the 2014 Annual Meeting and any adjournments
thereof. For the avoidance of doubt, Alpha Capital shall not have the right to nominate any member to the Company’s Board
of Directors under this Agreement or any of the Transaction Documents at any time following the 2014 Annual Meeting, or any adjournments
thereof.


5.5 Fees.
The Company shall reimburse Isaac for all costs and expenses incurred by it or its affiliates in connection with the transactions
contemplated by the Transaction Documents (including, without limitation, all legal fees and disbursements in connection therewith,
structuring, documentation and implementation of the transactions contemplated by the Transaction Documents and due diligence and
regulatory filings in connection therewith) in a non-accountable amount not to exceed $35,000. The Company shall also pay to Isaac
a closing fee in the amount of five percent (5%) of the aggregate Purchase Price for the Transactions contemplated hereunder (the
“Closing Fee”), which Closing Fee shall be paid in shares of the Company’s Common Stock valued at the
Conversion Price as of the Tranche A Closing date. The Company shall pay all Transfer Agent fees (including, without limitation,
any fees required for same-day processing of any instruction letter delivered by the Company and any conversion or exercise notice
delivered by Purchasers), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to each
Purchaser.


5.6 Transfer
Restrictions.


(a) The Securities
may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of any Purchaser, the Company
may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any
such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of
Purchaser under this Agreement.




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(b) Purchaser
agrees to the imprinting, so long as is required by this Section 5.6, of a legend on any of the Securities in the
following form:


NEITHER THIS
SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE AND CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY
A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OR CONVERSION OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


The Company
acknowledges and agrees that Purchasers may from time to time pledge pursuant to a bona fide margin agreement with a registered
broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and, if required under the terms of such arrangement, Purchasers may transfer pledged or secured Securities to the pledgees or
secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel
of the pledgee, secured party or pledgor shall be required in connection therewith. Further, no notice shall be required of such
pledge. At Purchaser’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured
party of Securities may reasonably request in connection with a pledge or transfer of the Securities.


(c) Certificates
evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section 5.6(b) hereof):
(i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any
sale of such Underlying Shares pursuant to Rule 144, (iii) if such Underlying Shares are eligible for sale under Rule 144, without
the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Underlying
Shares and without volume or manner-of-sale restrictions or (iv) if such legend is not required under applicable requirements of
the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).




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5.7 Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its obligations
under the Transaction Documents, including, without limitation, its obligation to issue the Underlying Shares pursuant to the Transaction
Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless
of the effect of any such dilution or any claim the Company may have against Purchaser and regardless of the dilutive effect that
such issuance may have on the ownership of the other stockholders of the Company.


5.8 Conduct of
Business. The business of the Company shall not be conducted in violation of any law, ordinance or regulation of any governmental
entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.


5.9 Furnishing
of Information; Public Information.


(a) If the
Common Stock is not registered under Section 12(b) or 12(g) of the Exchange Act on the date hereof, the Company agrees to cause
the Common Stock to be registered under Section 12(g) of the Exchange Act on or before the 60th calendar day following
the date hereof. Until the earliest of the time that (i) Purchaser does not own Securities or (ii) the Warrants have expired, the
Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely
file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements
of the Exchange Act.


(b) At any
time during the period commencing from the six (6) month anniversary of the date hereof and ending at such time that all of the
Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) and otherwise without restriction
or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement
under Rule 144(c) (a “Public Information Failure”) then, in addition to Purchaser’s other available remedies,
the Company shall pay to Purchaser, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in
or reduction of its ability to sell the Securities, an amount in cash equal to two percent (2.0%) of the aggregate Purchase Price
of Purchaser’s Securities and Underlying Shares, without duplication, on the day of a Public Information Failure and on every
thirtieth (30th) day (pro rated for periods totaling less than thirty days) thereafter until the earlier of (a) the
date such Public Information Failure is cured and (b) such time that such public information is no longer required  for Purchaser
to transfer the Underlying Shares pursuant to Rule 144.  The payments to which Purchaser shall be entitled pursuant to this
Section 5.9(b) are referred to herein as “Public Information Failure Payments.”  Public Information
Failure Payments shall be paid on the earlier of (i) the last day of the calendar month during which such Public Information
Failure Payments are incurred and (ii) the third (3rd) Business Day after the event or failure giving rise to
the Public Information Failure Payments is cured.  In the event the Company fails to make Public Information Failure
Payments in a timely manner, such Public Information Failure Payments shall bear interest at the rate of 1.5% per month
(prorated for partial months) until paid in full. Nothing herein shall limit Purchaser’s right to pursue actual damages for
the Public Information Failure, and Purchaser shall have the right to pursue all remedies available to it at law or in equity including,
without limitation, a decree of specific performance and/or injunctive relief.




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5.10 Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the
Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior
to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


5.11 Securities
Laws Disclosure; Publicity. The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the
date hereof, and immediately following the date of each applicable Closing, file a Current Report on Form 8-K and press release
disclosing the material terms of the transactions contemplated hereby, including the Transaction Documents as exhibits thereto.
From and after the issuance of such press release, the Company represents to Purchasers that it shall have publicly disclosed all
material, non-public information delivered to Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company
and Purchasers shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of such Purchaser, or without the prior consent of
Purchasers, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except
if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice
of such public statement or communication.


5.12 Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents or under any other agreement between the Company and Purchasers.


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




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5.14 Indemnification
of Purchaser. Subject to the provisions of this Section 5.14, the Company will indemnify and hold each Purchaser and
its directors, officers, shareholders, members, partners, employees, attorneys, consultants, and agents (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each
Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act),
and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each,
a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages,
costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and
costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of
the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents
or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any
stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated
by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties
or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect
of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the
Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent
that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a
reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion
of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party,
in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected
without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties,
covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification
required by this Section 5.14 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any
cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject
to pursuant to applicable law.




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5.15 Reservation
and Listing of Securities.


(a) The Company
shall promptly secure the listing or designation for quotation (as the case may be) of all of the Underlying Shares upon each national
securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation
(as the case may be) (subject to official notice of issuance) (but in no event later than the date of the Tranche A Closing) and
shall maintain such listing or designation for quotation (as the case may be) of all the shares of Common Stock from time to time
issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company
shall maintain the Common Stock’s listing or designation for quotation (as the case may be) on the principal Trading Market.
Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting
or suspension of the Common Stock on a Trading Market. The Company shall pay all fees and expenses in connection with satisfying
its obligations under this Section 5.15(a).


(b) The Company
shall at all times maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction
Documents in such amount as may then be required to fulfill its obligations in full under the Transaction Documents.


(c) The Company
shall, if applicable: (i) in the time and manner required by the principal Trading Market, prepare and file with such Trading Market
an additional shares listing application covering a number of shares of Common Stock at least equal to the Required Minimum on
the date of such application, (ii) take all steps necessary to cause such shares of Common Stock to be approved for listing or
quotation on such Trading Market as soon as possible thereafter, including, but not limited to, taking all reasonable steps to
appeal and reverse the Nasdaq Notice, (iii) provide to Purchaser evidence of such listing or quotation and (iv) maintain the listing
or quotation of such Common Stock on any date at least equal to the Required Minimum on such date on such Trading Market or another
Trading Market. The Company agrees to maintain the eligibility of the Common Stock for electronic transfer through the Depository
Trust Company or another established clearing corporation, including, without limitation, by timely payment of fees to the Depository
Trust Company or such other established clearing corporation in connection with such electronic transfer.




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5.16 Certain
Transactions and Confidentiality. Each Purchaser covenants that neither it, nor any Affiliate acting on its behalf or pursuant
to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities
during the period commencing with the execution of this Agreement and ending at such time that the transactions contemplated by
this Agreement are first publicly announced pursuant to the initial press release as described in Section 5.11.  Each
Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company
pursuant to the initial press release as described in Section 5.11, Purchaser will maintain the confidentiality of the existence
and terms of this transaction and the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding
the foregoing, and notwithstanding anything contained in this Agreement to the contrary, the Company expressly acknowledges and
agrees that (i) no Purchaser makes any representation, warranty or covenant hereby that it will not engage in effecting transactions
in any securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced
pursuant to the initial press release as described in Section 5.11, (ii) no Purchaser shall be restricted or prohibited
from effecting any transactions in any securities of the Company in accordance with applicable securities laws from and after the
time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as
described in Section 5.11 and (iii) no Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries
after the issuance of the initial press release as described in Section 5.11. 


5.17 No Solicitation.
The Company will not, and will cause its respective Affiliates, employees, agents and representatives not to, directly or indirectly,
solicit or enter into discussions or transactions with, or encourage, or provide any information to, any corporation, partnership
or other entity or group (other than Purchasers and their designees) concerning any merger, sale of ownership interests and/or
assets of the Company, recapitalization or similar transaction.


5.18 No Variable
Rate Transactions; No Frustration. For so long as the Preferred Stock and the Warrants remain outstanding, neither the Company
nor any of its affiliates or Subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives
will, without the prior written consent of the Purchasers, effect, enter into, announce or recommend to its stockholders any agreement,
plan, arrangement or transaction that would reasonably be expected to constitute or involve a Variable Rate Transaction. So long
as any Purchaser or its affiliates hold any Securities, neither the Company nor any of its affiliates or Subsidiaries, nor any
of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent
of such Purchaser (which consent may be withheld, delayed or conditioned in such Purchaser’s sole discretion), effect, enter
into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction that would or would reasonably
be expected to restrict, delay, conflict with or impair the ability or right of the Company to timely perform its obligations under
this Agreement or the Transaction Documents, including, without limitation, the obligation of the Company to timely deliver shares
of the Preferred Stock to the Purchasers or their affiliates in accordance with this Agreement or the Transaction Documents.




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5.19 No Modification
to Warrant Exercise Price. The Company and Purchasers agree that until the date of the Tranche A Closing, the Company will
not modify the exercise price of any outstanding warrants of the Company.


ARTICLE VI.


MISCELLANEOUS


6.1 Entire Agreement.
The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


6.2 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


6.3 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed,
in the case of an amendment, by the Company, Isaac and Alpha Capital, or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any
manner impair the exercise of any such right.


6.4 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


6.5 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Each Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to Purchasers.




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6.6 Third-Party
Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


6.7 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City 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 (including with respect
to the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for such proceeding. 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 via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for 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 other manner permitted by law. If either party shall commence
an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the
Company under Section 5.14 the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its
reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such
action or proceeding.


6.8 Survival.
The representations and warranties contained herein shall survive each applicable Closing and the delivery of the Securities.


6.9 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.




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6.10 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


6.11 Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever a Purchaser 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 Purchaser 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; provided, however, that in the case
of a rescission of a conversion of the Preferred Stock or exercise of a Warrant, the Purchaser shall be required to return any
shares of Common Stock subject to any such rescinded conversion or exercise notice concurrently with the return to Purchaser of
the aggregate exercise price paid to the Company for such shares and the restoration of Purchaser’s right to acquire such
shares pursuant to Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).


6.12 Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement Securities.


6.13 Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Purchasers
and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages
may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents
and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy
at law would be adequate.




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6.14 Payment
Set Aside. To the extent that the Company makes a payment or payments to a Purchaser pursuant to any Transaction Document or
a Purchaser enforces or exercises its rights 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, 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.


6.15 Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and
will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any
time hereafter in force, in connection with any claim, action or proceeding that may be brought by a Purchaser in order to enforce
any right or remedy under any Transaction Document. Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to Purchaser with respect to indebtedness evidenced by the Transaction Documents, such excess
shall be applied by Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner
of handling such excess to be at Purchaser’s election.


6.16 Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documents
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other
amounts are due and payable shall have been canceled.


6.17 Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted
herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.




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6.18 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


6.19 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)




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Signature Page for Individuals:


 


IN WITNESS WHEREOF, Purchaser has caused
this Stock Purchase Agreement to be executed as of the date indicated below.


	
         

        $____________________________________
	
         

        ___________________________________

	
        Purchase Price ($5.00 per share)

         
	Number of Shares
	____________________________________	___________________________________
	
        Print or Type Name

         
	
        Print or Type Name (Joint-owner)

         

	____________________________________	___________________________________
	
        Signature

         
	
        Signature (Joint-owner)

         

	___________________________________	__________________________________
	
        Date

         
	
        Date (Joint-owner)

         

	____________________________________	___________________________________
	
        Social Security Number

         
	
        Social Security Number (Joint-owner)

         

	___________________________________	
        ____________________________________

         

	___________________________________	____________________________________
	Address	Address (Joint-owner)


 


          _______
Joint Tenancy                ______ Tenants in Common


 


             Tenancy
by the Entirety


Closing Subscription Amount: US$________________


 


Closing Warrants: ___________________


 


Beneficial Ownership Limitation: _________%


 


Wiring Instructions:


 


	Bank Name:	 	 
	ABA #:	 	 
	Swift Code:	 	 
	Acct. Name: 	 	 




    	39



    	 



    


Partnerships, Corporations or Other
Entities:


IN WITNESS WHEREOF, Purchaser has caused
this Stock Purchase Agreement to be executed as of the date indicated below.


 


	$ 		 	
	 	   Total Purchase Price ($5.00 per share)	 	Number of Shares
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Print or Type Name of Entity	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Address	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	 	Taxpayer I.D. No. (if applicable)               	 	Date
	 	 	 	 
	 	 	 	 
	 	 	 	 
	By:	 	 	
	Signature: Name:	 	Print or Type Name and Indicate
	 	         Title:	 	            Title or Position with Entity


 


 


Closing Subscription Amount: US$________________


 


Closing Warrants: ___________________


 


Beneficial Ownership Limitation: _________%


 


Wiring Instructions:






	Bank Name:	 	 
	ABA #:	 	 
	Swift Code:	 	 
	Acct. Name: 	 	 


 




    	40



    	 



    


Company Execution Page for Stock Purchase
Agreement


IN WITNESS WHEREOF, the Company has caused
this Stock Purchase Agreement to be executed, and the foregoing subscription accepted, as of the date indicated below.


 


DATARAM CORPORATION


 


By: __________________________________


Name:


Title:


 


 


 


Date: October 6, 2014


 


 




    	 



    	 



    


EXHIBIT A


SCHEDULE OF PURCHASERS
(Tranche A Closing)


	Purchaser Name and Address	Amount of Shares	Purchase Price
	
        Isaac Capital Group, LLC

        3525 Del Mar Heights Road

        Suite 765

        San Diego, CA 92130
	400,000	$2,000,000
	
        Alpha Capital Anstalt

        Pradafant 7

        9490 Furstentums

        Vaduz, Liechtenstein
	100,000	$500,000
	
        Brio Capital Master Fund Ltd.

        100 Merrick Road

        Suite 401W

        Rockville Center, NY 11570
	40,000	$200,000
	
        Momona Capital

        510 Madison Avenue

        New York, NY 10022
	20,000	$100,000
	
        Osher Capital Partners LLC

        5 Sansberry Lane

        Spring Valley, NY 10977
	40,000	$200,000
	Total	600,000	$3,000,000


 


 




    	 



    	 



    


EXHIBIT B


CERTIFICATE OF
DESIGNATION


(See attached)


 




    	 



    	 



    


EXHIBIT C


WARRANT


(See attached)




    	 



    	 



    


EXHIBIT D


CERTIFICATE OF
INCORPORATION


(See Attached)




    	 



    	 



    


EXHIBIT E


LEGAL OPINION


 




    	 



    	 



    


EXHIBIT F


PREFERED STOCK
CERTIFICATE


 




    	 



    	 



    


EXHIBIT G


SCHEDULE OF PURCHASERS
(Subsequent Tranches)


	Purchaser Name and Address	Amount of Shares (up to)	Purchase Price (up to)	Percentage of Subsequent Tranche Share Total
	
        Isaac Capital Group, LLC

        3525 Del Mar Heights Road

        Suite 765

        San Diego, CA 92130
	600,000	$3,000,000	85.71%
	
        Alpha Capital Anstalt

        Pradafant 7

        9490 Furstentums

        Vaduz, Liechtenstein
	50,000	$250,000	7.14%
	
        Brio Capital Master Fund Ltd.

        100 Merrick Road

        Suite 401W

        Rockville Center, NY 11570
	20,000	$100,000	2.86%
	
        Momona Capital

        510 Madison Avenue

        New York, NY 10022
	10,000	$50,000	1.43%
	
        Osher Capital Partners LLC

        5 Sansberry Lane

        Spring Valley, NY 10977
	20,000	$100,000	2.86%
	Total	700,000	$3,500,000	100%