Exhibit 10.27


 





PEREGRINE PHARMACEUTICALS, INC.


 


$20,000,000


 


COMMON STOCK


 


EQUITY DISTRIBUTION AGREEMENT


 


August 7, 2015


 


Noble Life Science Partners

951 Yamato Road, Suite 210

Boca Raton, Florida 33431


 


Ladies and Gentlemen:


 


Peregrine Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with Noble International Investments, Inc., doing business as Noble Life Science Partners, a division of Noble Financial Capital
Markets, a Florida corporation (“Noble”), as follows:


 


1. Issuance and
Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to
the conditions set forth herein, it may issue and sell through Noble, acting as agent, shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000
(the “Maximum Amount”), subject to the limitations set forth in Section 3(b) hereof. The issuance
and sale of shares of Common Stock through Noble will be effected pursuant to the Registration Statement (as defined below) filed
by the Company, which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission
(the “Commission”).


 


The Company has also entered
into an At Market Issuance Sales Agreement, dated June 13, 2014 and as amended on April 13, 2015, with MLV & Co. LLC (the
“Alternative Agent”),
and is entering into an At Market Issuance Sales Agreement of even date herewith with the Alternative Agent (together, the “Other
Sales Agreements”) for the issuance and sale from time to time through the Alternative
Agent of shares of Common Stock on the terms set forth in the Other Sales Agreements.


 



    	 	 	 



     

    







The Company has prepared and filed,
in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively,
the “Securities Act”), with the Commission, not earlier than three years prior to the date hereof, a
shelf registration statement on Form S-3 (File No. 333-201245), including a base prospectus, relating to certain securities, including
the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the
Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus
supplement to the base prospectus included as part of such registration statement at the time it became effective specifically
relating to the offering of Common Stock pursuant to this Agreement (the “Prospectus Supplement”). The
Company has furnished to Noble, for use by Noble, copies of the prospectus included as part of such registration statement at
the time it became effective, as supplemented by the Prospectus Supplement, relating to the offering of Common Stock pursuant
to this Agreement. Except where the context otherwise requires, “Registration Statement,” as used herein,
means such registration statement, as amended at the time of such registration statement’s effectiveness for purposes of
Section 11 of the Securities Act, as well as any new registration statement as may have been filed pursuant to Section 7(w),
including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any
information contained or incorporated by reference in a Prospectus (as defined below) subsequently filed with the Commission pursuant
to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the
Securities Act, to be part of the registration statement at the effective time, and (3) any abbreviated registration statement
filed pursuant to Rule 462(b) under the Securities Act to register the offer and sale of additional shares of Common Stock pursuant
to this Agreement. Except where the context otherwise requires, “Prospectus,” as used herein, means
the base prospectus included in the registration statement at the time it became effective, including all documents incorporated
therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the
Securities Act (as qualified by Rule 430B(g) under the Securities Act), as it may be supplemented by the Prospectus Supplement,
in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission
pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in
Rule 433 of the Securities Act (“Rule 433”), relating to the Common Stock that (i) is required to be
filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form
filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g) (each, an “Issuer Free Writing Prospectus”). Any reference herein to
the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the
documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include
the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For
purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto
shall be deemed to include any copy filed with the Commission pursuant to either the Electronic Data Gathering Analysis and Retrieval
System, or if applicable, the Interactive Data Electronic Applications (collectively “EDGAR”).


 


2. Placements.
Each time that the Company wishes to issue and sell the Common Stock through Noble, as agent, hereunder (each, a “Placement”),
it will notify Noble by email notice (or other method mutually agreed to in writing by the parties) (a “Placement
Notice”) containing the parameters in accordance with which it desires the Common Stock to be sold, which shall
at a minimum include the number of shares of Common Stock to be issued (the “Placement Shares”), the
time period during which sales are requested to be made, any limitation on the number of shares of Common Stock that may be sold
in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of
which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice
shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of
the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Noble
set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement
Notice shall be effective upon receipt by Noble unless and until (i) in accordance with the notice requirements set forth in Section
4, Noble declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of
the Placement Shares have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the
Company suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding
those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 11.
The amount of any discount, commission or other compensation to be paid by the Company to Noble in connection with the sale of
the Placement Shares through Noble, as agent, shall be as set forth in Schedule 3. It is expressly acknowledged
and agreed that neither the Company nor Noble will have any obligation whatsoever with respect to a Placement or any Placement
Shares unless and until the Company delivers a Placement Notice to Noble and Noble does not decline such Placement Notice pursuant
to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the
terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control.


 



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3. Sale of Placement
Shares by Noble.


 


(a)Subject to the terms and conditions herein set forth, upon the Company’s issuance of a Placement
Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in
accordance with the terms of this Agreement, Noble, as agent for the Company, will use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of The
NASDAQ Capital Market (the “Exchange”), for the period specified in the Placement Notice, to sell such
Placement Shares up to the amount specified by the Company in, and otherwise in accordance with the terms of such Placement Notice.
Noble will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company
set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals
to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately
following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares
sold on such day, the compensation payable by the Company to Noble pursuant to Section 2 with respect to such sales, and
the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Noble (as set forth
in Section 5(a)) from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice,
Noble may sell Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined
in Rule 415 under the Securities Act, including without limitation sales made directly on the Exchange, on any other existing
trading market for the Common Stock or to or through a market maker or through an electronic communications network; provided,
any such sale of Placement Shares is not inconsistent with the plan of distribution set forth in the Prospectus Supplement. If
expressly authorized by the Company in a Placement Notice, Noble may also sell Placement Shares in privately negotiated transactions.
The Company acknowledges and agrees that (i) there can be no assurance that Noble will be successful in selling Placement Shares,
(ii) Noble will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares
for any reason other than a failure by Noble to use its commercially reasonable efforts consistent with its normal trading and
sales practices and applicable law and regulations to sell such Placement Shares as required under this Section 3, and
(iii) Noble shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement. For the
purposes hereof, “Trading Day” means any day on which the Company’s Common Stock is purchased
and sold on the principal market on which the Common Stock is listed or quoted.


 



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(b)Under no circumstances
shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement (i) if, after giving effect
to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement would exceed the
lesser of (A) the Maximum Amount, (B) the number or amount of shares of Common Stock then available for offer and sale under the
Prospectus and the then currently effective Registration Statement pursuant to which the offering hereunder is being made and (C)
the number or amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors,
a duly authorized committee thereof or a duly authorized executive committee, and notified to Noble in writing, or (ii) at a price
lower than the minimum price therefor authorized from time to time by the Company’s board of directors, a duly authorized
committee thereof or a duly authorized executive committee, and notified to Noble in writing. Notwithstanding anything to the contrary
contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 3(b) on the
number or amount of Placement Shares that may be issued and sold under this Agreement shall be the sole responsibility of the Company,
and Noble shall have no obligation in connection with such compliance.


 


(c)During the term
of this Agreement, neither Noble nor any of its affiliates or subsidiaries shall engage in (i) any short sale of any security of
the Company or (ii) any sale of any security of the Company that Noble does not own or any sale which is consummated by the delivery
of a security of the Company borrowed by, or for the account of, Noble. During the term of this Agreement and notwithstanding anything
to the contrary herein, Noble agrees that in no event will Noble or its affiliates engage in any market making, bidding, stabilization
or other trading activity with regard to the Common Stock or related derivative securities if such activity would be prohibited
under Regulation M or other anti-manipulation rules under the Exchange Act.


 


4.Suspension
of Sales. The Company or Noble may, upon notice to the other party in writing (including by email correspondence to each of
the individuals of the other party set forth on Schedule 2, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 2),
suspend any sale of Placement Shares for a period of time (a “Suspension Period”); provided, however,
that such suspension shall not affect or impair either party’s obligations with respect to any Placement Shares sold hereunder
prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective
against the other unless it is made to one of the individuals named on Schedule 2 hereto, as such schedule may be
amended from time to time. During a Suspension Period, the Company shall not issue any Placement Notices and Noble shall not sell
any Placement Shares hereunder. The party that issued a suspension notice shall notify the other party in writing of the Trading
Day on which the Suspension Period shall expire not later than twenty-four (24) hours prior to such Trading Day.


 



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5.Settlement.


 


(a) Settlement
of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares
will occur on the third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the respective Point of Sale (as defined below) (each, a “Settlement Date” and the first such settlement
date, the “First Delivery Date”). The amount of proceeds to be delivered to the Company on a Settlement
Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate
sales price received by Noble at which such Placement Shares were sold, after deduction for (i) Noble’s discount, commission
or other compensation for such sales payable by the Company pursuant to Section 2 hereof, (ii) any other amounts due and
payable by the Company to Noble hereunder pursuant to Section 7(g) (Expenses) hereof and (iii) any transaction fees imposed
by any governmental or self-regulatory organization in respect of such sales.


 


(b) Delivery of
Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting Noble’s or its designee’s account (provided Noble shall have
given the Company written notice of such designee prior to the Settlement Date) at The Depository Trust Company through its Deposit
and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed
upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form.
On each Settlement Date, Noble will deliver the related Net Proceeds in same day funds to an account designated by the Company
on, or prior to, the Settlement Date. Noble will be responsible for obtaining DWAC instructions or instructions for delivery by
other means with regard to the transfer of Placement Shares being sold. The Company agrees that if the Company, or its transfer
agent (if applicable), defaults in its obligation to deliver duly authorized Placement Shares on a Settlement Date, the Company
agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) (Indemnification
and Contribution) hereto, the Company will (i) hold Noble, its directors, officers, members, partners, employees and agents of
Noble, each broker dealer affiliate of Noble, and each person, if any, who (A) controls Noble within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act or (B) is controlled by or is under common control with Noble (each, a
“Noble Affiliate”), harmless against any loss, claim, damage, or expense (including reasonable legal
fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable)
and (ii) pay to Noble any commission, discount, or other compensation to which it would otherwise have been entitled pursuant
to Schedule 3 absent such default.


 


6. Representations
and Warranties of the Company. The Company, on behalf of itself and its subsidiaries, represents and warrants to, and agrees
with, Noble that as of each Applicable Time (as defined in Section 22(a)):


 



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(a) Compliance
with Registration Requirements. The Registration Statement was declared effective under the Securities Act by the Commission
on January 15, 2015, and any post-effective amendment thereto has also been declared effective by the Commission or became effective
upon filing under the Securities Act. The Company has not received from the Commission any notice pursuant to Rule 401(g)(1) under
the Securities Act objecting to the use of the shelf registration statement form. At the time of the initial filing of the Registration
Statement, the Company paid the required Commission filing fees relating to the Placement Shares in accordance with Rules 456(a)
and 457(o) under the Securities Act. The Company has complied to the Commission’s satisfaction with all requests of the
Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement
or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending
or, to the best knowledge of the Company, are contemplated or threatened by the Commission. The Company meets the requirements
for use of Form S-3 under the Securities Act. The Registration Statement and the offer and sale of the Placement Shares as contemplated
hereby meet the requirements of General Instruction I.B.1. of Form S-3 and the requirements of Rule 415 under the Securities
Act and comply in all material respects with said Rule. The Prospectus Supplement has named Noble as an agent that the Company
has engaged in the section entitled “Plan of Distribution.” The Company was not and is not an “ineligible issuer”
as defined in Rule 405 under the Securities Act.


 


(b) No Misstatement
or Omission. The Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement,
complied or will comply in all material respects with the Securities Act. Each of the Registration Statement and any post-effective
amendment thereto, at the time it became effective, complied and, as of each of the Settlement Dates, if any, will comply in all
material respects with the Securities Act and did not and, as of each of the Settlement Dates, if any, will not contain any untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus, as amended or supplemented, as of its date, did not and, as of each Point of Sale and
each Settlement Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations
and warranties set forth in the two immediately preceding sentences do not apply to statements in or omissions from the Registration
Statement or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance
upon and in conformity with information relating to Noble furnished to the Company in writing by Noble expressly for use therein.
“Point of Sale” means, for a Placement, the time at which an acquiror of Placement Shares entered into
a contract, binding upon such acquiror, to acquire such Placement Shares.


 


(c) Offering Materials
Furnished to Noble. The Company has delivered to Noble one complete copy of the Registration Statement and a copy of each
consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits)
and the Prospectus, as amended or supplemented, in such quantities and at such places as Noble has reasonably requested.


 






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(d) Distribution
of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the completion of Noble’s
distribution of the Placement Shares, any offering material in connection with the offering and sale of the Placement Shares other
than the Prospectus or the Registration Statement.


 


(e) The Equity
Distribution Agreement. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes a
valid, legal, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as rights
to indemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally, and subject to
general principles of equity. The Company has full corporate power and authority to enter into this Agreement and to authorize,
issue and sell the Placement Shares as contemplated by this Agreement. This Agreement conforms in all material respects to the
descriptions thereof in the Prospectus Supplement.


 


(f) Authorization
of the Placement Shares. The Placement Shares to be sold by Noble, acting as agent for the Company, have been duly authorized
and when issued and paid for as contemplated herein will be validly issued, fully paid and non-assessable. The issuance of the
Placement Shares is not subject to the preemptive or other similar rights of any stockholder of the Company.


 


(g) No Applicable
Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity or
debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived. No person has the right to act as an underwriter or as a financial advisor to
the Company in connection with the offer and sale of the Placement Shares hereunder, whether as a result of the filing or effectiveness
of the Registration Statement or the sale of the Placement Shares as contemplated hereby or otherwise.


 


(h) No Material
Adverse Change. Except as otherwise disclosed in the Prospectus, subsequent to the respective dates as of which information
is given in the Prospectus: (i) there has been no material adverse change in the condition (financial or otherwise), assets, rights,
operations, business, management or prospects of the Company and its subsidiaries, considered as one entity (any such change is
called a “Material Adverse Change”) or any development involving a prospective material adverse change,
which, individually or in the aggregate, has had or would reasonably be expected to result in a Material Adverse Change; (ii)
the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect,
direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the
ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company
or, except for regular quarterly dividends publicly announced by the Company or dividends paid to the Company or other subsidiaries,
by any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries
of any class of capital stock.


 


(i) Independent
Accountants. Ernst & Young LLP, who have expressed their opinion with respect to the financial statements (which term
as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission or
incorporated by reference as a part of the Registration Statement and included in the Prospectus, is an independent
registered public accounting firm as required by the Securities Act and the Exchange Act. Ernst & Young LLP has not been
engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange
Act).


 



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(j) Preparation
of the Financial Statements. The consolidated financial statements of the Company, together with related notes and
schedules as incorporated by reference in the Registration Statement and the Prospectus, present fairly the financial
position and the results of operations and cash flows of the Company, at the indicated dates and for the indicated periods.
Such financial statements and related schedules have been prepared in accordance with U.S. generally accepted principles of
accounting, consistently applied throughout the periods involved, except as disclosed therein, and all adjustments necessary
for a fair presentation of results for such periods have been made. The summary financial and statistical data included or
incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and
such data has been compiled on a basis consistent with the financial statements presented therein and the books and records
of the Company. The statistical, industry-related and market-related data included or incorporated by reference in the
Registration Statement and the Prospectus are based on or derived from sources which the Company reasonably and in good faith
believes are reliable and accurate, and the Company has obtained the written consent to the use of such data from such
sources to the extent required. The financial data set forth or incorporated in the Prospectus under the caption “Ratio
Of Combined Fixed Charges And Preferred Stock Dividends to Earnings” fairly present the information set forth therein
at the indicated dates and for the indicated periods on a basis consistent with that of the audited financial
statements contained, incorporated or deemed to be incorporated in the Registration Statement. Any pro forma financial
statements or data included or incorporated by reference in the Registration Statement and the Prospectus comply with the
requirements of Regulation S-X of the Securities Act, including, without limitation, Article 11 thereof, and the assumptions
used in the preparation of such pro forma financial statements and data are reasonable, the pro forma
adjustments used therein are appropriate to give effect to the circumstances referred to therein and the pro forma
adjustments have been properly applied to the historical amounts in the compilation of those statements and data. The other
financial data set forth or incorporated by reference in the Registration Statement and the Prospectus is accurately
presented and prepared on a basis consistent with the financial statements and books and records of the Company. The Company
and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off-balance
sheet obligations or any “variable interest entities” as that term is used in Accounting Standards Codification
Paragraph 810-10-25-20), not disclosed in the Registration Statement and the Prospectus. All disclosures contained in the
Registration Statement or the Prospectus that contain “non-GAAP financial measures” (as such term is defined by
the rules and regulations of the Commission) comply, in all material respects, with Regulation G under the Exchange Act and
Item 10 of Regulation S-K under the Securities Act, to the extent applicable.


 


(k) XBRL.
The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and has been prepared in accordance with the
Commission’s rules and guidelines applicable thereto.


 


(l) Incorporation
and Good Standing of the Company and its Subsidiaries. The Company is a corporation duly incorporated and validly existing
under the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to
carry on its business as described in the Prospectus. The Company is duly qualified to transact business and is in good standing
in all jurisdictions in which the conduct of its business requires such qualification; except where the failure to be so qualified
or to be in good standing would not result in a Material Adverse Change. The Company does not own or control, directly or indirectly,
any corporation, association or other entity other than the significant subsidiary(ies) (as such term is defined in Rule 1-02
of Regulation S-X) listed on Schedule 4 (each referred to hereinafter as
“subsidiary”). Each subsidiary is a corporation duly
incorporated and validly existing under the laws of the jurisdiction of its incorporation and is in good standing under such laws.
Each subsidiary has requisite corporate power to carry on its business as described in the Prospectus. Each subsidiary is duly
qualified to transact business and is in good standing in all jurisdictions in which the conduct of its business requires such
qualification; except where the failure to be so qualified or to be in good standing would not result in a Material Adverse Change.


 



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(m) Capital Stock
Matters. The Common Stock conforms in all material respects to the description thereof contained in the Prospectus. The form
of certificates for the Common Stock conforms to the corporate law of the jurisdiction of the Company’s incorporation. All
of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable
and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were
issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities
of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other
rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the
Company or any of its subsidiaries other than those disclosed in the Prospectus or in a document filed as an exhibit to or incorporated
by reference into the Registration Statement. All of the issued and outstanding capital stock of, or other ownership interests
in, each subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and, except for
directors’ qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security
interest, mortgage, pledge, lien, encumbrance or claim.


 


(n) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries
is (i) in breach or violation of its certificate or articles of incorporation, charter, bylaws, limited liability company agreement,
certificate or agreement of limited or general partnership, memorandum and articles of association, or other similar organizational
documents, as the case may be, of such entity, (ii) in breach of or in default (or, with the giving of notice or lapse of time
or both, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, deed
of trust, note, contract, franchise, lease or other agreement, obligation, condition, covenant or instrument to which the Company
or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of
the Company or any of its subsidiaries is subject (each, an “Existing Instrument”), or (iii) in violation
of any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of their properties,
as applicable, except, with respect to clauses (ii) and (iii) only, for such breaches, violations or Defaults that would not,
individually or in the aggregate, result in a Material Adverse Change. The Company’s execution, delivery and performance
of this Agreement and consummation of the transactions contemplated hereby or by the Registration Statement and the Prospectus
(including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as
described in the Prospectus under the caption “Use of Proceeds”) (i) will not result in any breach or violation of
the certificate or articles of incorporation, charter, bylaws, limited liability company agreement, certificate or agreement of
limited or general partnership, memorandum and articles of association, or other similar organizational documents, as the case
may be, of the Company or any of its subsidiaries, (ii) will not conflict with or constitute a breach of, or Default or a Debt
Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge, claim or encumbrance
upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to,
any Existing Instrument, and (iii) will not result in any violation of any statute, law, rule, regulation, judgment, order or
decree applicable to the Company or any of its subsidiaries of any court, regulatory body, administrative agency, governmental
body, arbitrator or other authority having jurisdiction over the Company or any of its subsidiaries or any of its or their properties,
as applicable, except, with respect to clauses (ii) and (iii) only, for such conflicts, breaches, Defaults, Debt Repayment Triggering
Events or violations that would not, individually or in the aggregate, result in a Material Adverse Change. As used herein, a
“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice
or lapse of time or both would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting
on such holder’s behalf), issued by the Company, the right to require the repurchase, redemption or repayment of all or
a portion of such indebtedness by the Company or any of its Significant Subsidiaries. Each approval, consent, order, authorization,
designation, declaration or filing by or with any regulatory, administrative or other governmental body necessary in connection
with the execution and delivery by the Company of this Agreement and the performance of the Company of the transactions herein
contemplated has been obtained or made and is in full force and effect, except (i) with respect to any Applicable Time at which
Noble would not be able to rely on Rule 5110(b)(7)(C)(i) of the Financial Industry Regulatory Authority, Inc. (“FINRA”),
such additional steps as may be required by FINRA or (ii) such additional steps as may be necessary to qualify the Common Stock
for sale by Noble under state securities or Blue Sky laws.


 



    	 	9	 



     

    




(o) No
Material Actions or Proceedings; Labor Disputes. There is no action, suit, claim or proceeding pending or, to the
knowledge of the Company, threatened against the Company before any court or administrative agency or otherwise (i) that is
required to be described in the Registration Statement or the Prospectus and are not so described or (ii) which, if
determined adversely to the Company, would reasonably be expected to result in a Material Adverse Change or prevent the
consummation of the transactions contemplated hereby, except as set forth in the Registration Statement and the Prospectus.
The aggregate of all pending legal or governmental proceedings to which the Company and its subsidiaries is a party or of
which any of their property or assets is the subject which are not described in the Prospectus, including ordinary routine
litigation incidental to the business, could not reasonably be expected to result in a Material Adverse Change. No labor
dispute with the employees of the Company exists or, to the Company’s knowledge, is threatened or imminent, and the
Company is not aware of any existing or imminent labor dispute by the employees of any of its principal suppliers,
contractors or customers, that would, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Change. None of the employees of the Company or any of its subsidiaries is represented by a union and, to
the knowledge of the Company, no union organizing activities are taking place. Neither the Company nor any of its
subsidiaries has violated any federal, state or local law or foreign law relating to the discrimination in hiring, promotion
or pay of employees, nor any applicable wage or hour laws, or the rules and regulations thereunder, or analogous foreign laws
and regulations, which might, individually or in the aggregate, result in a Material Adverse Change.


 



    	 	10	 



     

    




(p) All Necessary
Permits, etc. Each of the Company and its subsidiaries has all material licenses, certifications, permits, franchises, approvals,
clearances and other regulatory authorizations (“Permits”) from governmental authorities as are necessary
to (i) conduct its businesses as currently conducted and (ii) own, lease and operate its properties in the manner described in
the Prospectus. There is no claim or proceeding pending or, to the knowledge of the Company, threatened, involving the status
of or sanctions under any of the Permits. Each of the Company and its subsidiaries has fulfilled and performed all of its material
obligations with respect to the Permits, and the Company is not aware of the occurrence of any event which allows, or after notice
or lapse of time would allow, the revocation, termination, or other impairment of the rights of the Company or any of its subsidiaries
under such Permit.


 


(q) Tax Law
Compliance. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed
have been filed or extensions thereof have been requested, and all taxes shown by such returns or otherwise assessed, which
are due and payable, have been paid, except assessments that are being contested in good faith and as to which adequate
reserves have been provided. Each of the Company and its subsidiaries has filed all other tax returns that are required to
have been filed by it pursuant to applicable foreign, state, provincial, local or other law except insofar as the failure to
file such returns would not result in a Material Adverse Change, and has paid all taxes due pursuant to such returns or
pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been provided and except for such taxes or assessments the
nonpayment of which would not, individually or in the aggregate, result in a Material Adverse Change. The charges, accruals
and reserves on the books of the Company and its subsidiaries in respect of any income and corporation tax liability for any
years not finally determined are adequate to meet any assessments or re-assessments for additional tax for any years not
finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change. All material
taxes which the Company and its subsidiaries are required by law to withhold or to collect for payment have been
duly withheld and collected and have been paid to the appropriate governmental authority or agency or have been accrued,
reserved against and entered on the books of the Company and its subsidiaries. There are no transfer taxes or other similar
fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in
connection with the execution and delivery of this Agreement or the issuance by the Company or sale by Noble of the Placement
Shares, acting as agent for the Company. 


 


(r) Company Not
an “Investment Company”. The Company has been advised of the rules and requirements under the Investment Company
Act of 1940, as amended (the “Investment Company Act”). The Company is not, and after receipt of payment
for the Placement Shares will not be, an “investment company” within the meaning of Investment Company Act and will
conduct its business in a manner so that it will not become subject to the Investment Company Act.


 



    	 	11	 



     

    




(s) Insurance.
Except as otherwise described in the Prospectus, the Company carries, or is covered by, insurance in such amounts and
covering such risks as is generally considered adequate for the conduct of its business and the value of its properties and
as is customary for companies engaged in similar industries. All policies of insurance insuring the Company or its business,
assets, employees, officers and directors are in full force and effect, and the Company is in compliance with the terms of
such policies in all material respects. There are no claims by the Company under any such policy or instrument as to which an
insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to
believe that it will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to
obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that would not result in a Material Adverse Change.


 


(t) No Price
Stabilization or Manipulation. Neither the Company, nor any of its subsidiaries, nor any of its or their respective
directors, officers or, to the knowledge of the Company, controlling persons has taken, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Common Stock.


 


(u) Related
Party Transactions. There are no business relationships or related-party transactions involving the Company or any
subsidiary or any other person required to be described in the Prospectus which have not been described as required.


 


(v) Exchange
Act Compliance. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the
Prospectus or any amendment or supplement thereto, at the time they were or hereafter are filed with the Commission under the
Exchange Act, complied and will comply in all material respects with the requirements of the Exchange Act, and, when read
together with the other information in the Prospectus, at each Point of Sale and each Settlement Date, will not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.


 


(w) Conformity
of Issuer Free Writing Prospectus (x). Each Issuer Free Writing Prospectus conformed or will conform in all material
respects to the requirements of the Securities Act on the date of first use, and the Company has complied or will comply with
any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free
Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of
the Placement Shares, did not, does not and will not include any information that conflicted, conflicts or will conflict with
the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference
therein that has not been superseded or modified. The Company has not made any offer relating to the Placement Shares that
would constitute an Issuer Free Writing Prospectus without the prior written consent of Noble. The Company has retained in
accordance with the Securities Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the
Securities Act.


 



    	 	12	 



     

    




(x) Compliance
with Environmental Laws. To its knowledge, the Company is not in violation of any statute, any rule, regulation, decision
or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous
chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment
or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental
Laws”). The Company neither owns nor, to its knowledge, operates any real property contaminated with any substance
that is subject to any Environmental Laws, is not liable for any off-site disposal or contamination pursuant to any Environmental
Laws, nor is it subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim would
individually or in the aggregate result in a Material Adverse Change; and the Company is not aware of any pending investigation
which might lead to such a claim.


 


(y) Intellectual
Property. To the Company’s knowledge, after reasonable inquiry, all patents and patent applications owned by the Company
are owned or co-owned by the Company free and clear of all liens or encumbrances, except as described in the Prospectus. The Company
is not aware of any valid or bona fide basis for a finding that any such patents in their entirety are unpatentable, invalid or
unenforceable; and the Company reasonably believes that such patents are valid and enforceable, except as described in the Prospectus.
Except as described in the Prospectus, the Company owns, co-owns, licenses, or possesses rights to use all patents, patent applications,
inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential
information, systems or procedures), trademarks, service marks, trade names and other intellectual property (collectively, “Intellectual
Property”) used in, held for use in or necessary for the conduct of the Company’s business as now conducted,
and for the manufacture, use and sale of its presently proposed products, as described in the Prospectus. Except as described
in the Prospectus or as would not reasonably be expected, individually or in the aggregate, to materially impair the business
currently conducted by the Company, or the manufacture, use, sale, offer for sale or import of its presently proposed products
as described in the Prospectus, there is no pending or threatened, action, suit, proceeding or claim by others (i) that the Company
infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the validity, enforceability,
scope or ownership of any Intellectual Property owned by or licensed to the Company or the Company’s rights therein. None
of the Intellectual Property used or held for use by the Company in the conduct of its business as now conducted, or for the manufacture,
use and sale of its presently proposed products as described in the Prospectus, has been obtained or is being used by the Company
in material violation of any contractual obligation binding on the Company. To the Company’s knowledge, there are no ongoing
infringements, misappropriations or other violations by third parties of any Intellectual Property owned or used by the Company,
except as (i) described in the Prospectus or (ii) would otherwise not materially impair the business currently conducted by the
Company or the manufacture, use, sale, offer for sale or import of its presently proposed products as described in the Prospectus.
The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all Intellectual
Property the value of which to the Company is contingent upon maintaining the confidentiality thereof.


 



    	 	13	 



     

    




(z) Brokers.
Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other
than as contemplated by this Agreement) that would give rise to a valid claim against the Company or any of its Subsidiaries or
Noble for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Placement
Shares by Noble under this Agreement.


 


(aa) No Outstanding
Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the
ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of any of the officers or directors
of the Company or any of their respective family members, except as disclosed in the Prospectus. The Company has not directly
or indirectly extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form
of a personal loan to or for any director or executive officer of the Company.


 


(bb) No
Reliance. The Company has not relied upon Noble or legal counsel for Noble for any legal, tax or accounting advice in
connection with the offering and sale of the Placement Shares.


 


(cc) Broker-Dealer
Status; FINRA Exemption. Neither the Company nor any of its related entities (i) is required to register as a
“broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or
indirectly through one or more intermediaries, controls or is a “person associated with a member” or
“associated person of a member” (within the meaning of Article I of the NASD Manual administered by FINRA). To
the Company’s knowledge, there are no affiliations or associations between any member of FINRA and any of the
Company’s officers, directors or 5% or greater security holders, except as set forth in the Registration Statement. The
Company represents that within the applicable time period to enable Noble to rely on Rule 5110(b)(7)(C)(i) of FINRA, the
Company (i) had a non-affiliate, public common equity float of at least $150 million or a non-affiliate, public common equity
float of at least $100 million and annual trading volume of at least three million shares and (ii) had been subject to the
Exchange Act reporting requirements for a period of at least 36 months. With respect to any Applicable Time at which Noble
would not be able to rely on Rule 5110(b)(7)(C)(i) of FINRA, (I) all of the information (including, but not limited to,
information regarding affiliations, security ownership and trading activity) provided to Noble or its counsel by the Company,
its officers and directors and the holders of any securities (debt or equity) or warrants, options or rights to acquire any
securities of the Company in connection with the filing to be made and other supplemental information to be provided to
FINRA pursuant to Rule 5110 of FINRA in connection with the transactions contemplated by this Agreement is true, complete and
correct, and (II) copies of any Company filings required to be filed with FINRA have been filed with the Commission or
delivered to Noble for filing with FINRA and (III) FINRA has determined to raise no objections with respect to such filing
pursuant to Rule 5110 of FINRA.


 


(dd) Compliance
with Laws. The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not
conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is
conducting business, except where failure to be so in compliance would not result in a Material Adverse Change.


 



    	 	14	 



     

    




(ee) Certain Regulations.
To the Company’s knowledge, the conduct of business by the Company complies, and at all times has complied, in all material
respects, with federal, state, local and foreign laws, statutes, ordinances, rules, regulations, decrees, orders and Permits applicable
to its business, including, without limitation, (a) the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FD&C
Act”) and similar federal, state, local and foreign Laws, (b) the Occupational Safety and Health Act, the Environmental
Protection Act, the Toxic Substance Control Act and similar federal, state, local and foreign Laws applicable to hazardous or
regulated substances and radioactive or biologic materials and (c) licensing and certification Laws covering any aspect of the
business of the Company. The Company has not received any notification asserting, nor has knowledge of, any present or past failure
to comply with or violation of any such Laws.


 


(ff) FDA Regulations.
Except to the extent disclosed in the Prospectus (or any amendment or supplement thereto), to the Company’s knowledge after
reasonable inquiry, the clinical, pre-clinical and other studies, tests and research conducted by or on behalf of or sponsored
by the Company and intended to be submitted to U.S. regulatory authorities and to serve as a basis for approval are, and at all
times have been, conducted, to the extent so required, in material compliance with the FD&C Act and the regulations promulgated
thereunder, including Title 21 of the Code of Federal Regulations, and other U.S. Food and Drug Administration (“FDA”)
regulations governing clinical studies, current Good Laboratory Practices and Good Clinical Practices, the protection of human
subjects and applicable institutional review board and independent ethics committee requirements, as well as other applicable
federal, state, local and foreign Laws and consistent with current clinical and scientific research standards and procedures.
The published descriptions of the results of such studies, tests and research are accurate and complete in all material respects
and fairly present the data derived from such studies, tests and research, and the Company has no knowledge of any other studies,
tests or research the results of which are inconsistent with or otherwise call into question the results described or referred
to in the Prospectus. Except to the extent disclosed in the Prospectus (or any amendment or supplement thereto), the Company has
not received any notices or other correspondence from the FDA or any other governmental agency with respect to any clinical or
pre-clinical studies, tests or research that are described in the Prospectus or the results of which are referred to in the Registration
Statement and the Prospectus, in either case that would reasonably be expected to result in any action to place a clinical hold
order on or otherwise result in the termination or suspension of such studies, tests or research, otherwise require the Company
to engage in any remedial activities with respect to such studies, test or research, or threaten to impose or actually impose
any fines or other disciplinary actions.


 


(gg) Certain
Manufacturing Regulations. To the best of the Company’s knowledge, all the operations of the Company, including its
manufacturing facilities are in compliance in all material respects with applicable FDA regulations, including current Good
Manufacturing Practices, and meet sanitation standards set by the FD&C Act.


 


(hh) Sarbanes–Oxley
Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the
rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402
related to loans and Sections 302 and 906 related to certifications.


 



    	 	15	 



     

    




(ii) Disclosure
Controls And Procedures. The Company has established and maintains “disclosure controls and procedures” (as
defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act; the Company’s “disclosure controls and
procedures” are reasonably designed to ensure that all information (both financial and non–financial) required to
be disclosed by the Company in the reports that it will file or furnish under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules and regulations of the Commission, and that all such
information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions
regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of
the Company required under the Exchange Act with respect to such reports.


 


(jj) Company’s
Accounting System. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances
that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions
are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles
and to maintain accountability for assets; (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 existing assets at reasonable intervals
and appropriate action is taken with respect to any differences.


 


(kk) ERISA.
The Company is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”);
no “reportable event” (as defined in ERISA) has occurred with respect to any “pension plan” (as defined
in ERISA) for which the Company would have any liability; the Company has not incurred and does not expect to incur liability
under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan” or (ii) Sections
412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder
(the “Code”); and each “pension plan” for which the Company would have any liability that
is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred,
whether by action or by failure to act, which would cause the loss of such qualification.


 


(ll) Contracts
and Agreements. There are no contracts, agreements, instruments or other documents that are required to be described in
the Registration Statement or the Prospectus or to be filed as exhibits thereto which have not been so described in all
material respects and filed as required by Item 601(b) of Regulation S-K under the Securities Act. The copies of all
contracts, agreements, instruments and other documents (including governmental licenses, authorizations, permits, consents
and approvals and all amendments or waivers relating to any of the foregoing) that have been furnished to Noble or its
counsel are complete, except with respect to those contracts and agreements furnished by referencing the applicable
Commission filing, in which case such contract or agreement may have been filed subject to a confidential treatment order,
and genuine and include all material collateral and supplemental agreements thereto. All contracts and agreements between the
Company and third parties expressly referenced in the Registration Statement or the Prospectus are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective terms, except as rights to
indemnity thereunder (as applicable) may be limited by federal or state securities laws and except as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally, and
subject to general principles of equity.


 



    	 	16	 



     

    




(mm) Title to Properties.
Except as set forth in the Registration Statement and the Prospectus, the Company and each of its subsidiaries have good and marketable
title to all of the properties and assets reflected as owned in the financial statements referred to in Section 6(j) above
(or elsewhere in the Registration Statement and the Prospectus), in each case free and clear of any security interests, mortgages,
liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such
property or assets and do not materially interfere with the use made or proposed to be made of such property by the Company or
any subsidiary. The material real property, improvements, equipment and personal property held under lease by the Company or any
of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially
interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the
Company or such subsidiary. The Company and each of its subsidiaries have such consents, easements, rights-of-way or licenses
from any person (“rights-of-way”) as are necessary to enable the Company and each of its subsidiaries
to conduct its business in the manner described in the Registration Statement and the Prospectus, and except for such rights-of-way
the lack of which would not, individually or in the aggregate, result in a Material Adverse Change.


 


(nn) No
Unlawful Contributions or Other Payments. No payments or inducements have been made or given, directly or indirectly, to
any federal or local official or candidate for, any federal or state office in the United States or foreign offices by the
Company or any of its officers or directors, or, to the knowledge of the Company, by any of its employees or agents or any
other person in connection with any opportunity, contract, permit, certificate, consent, order, approval, waiver or other
authorization relating to the business of the Company, except for such payments or inducements as were lawful under
applicable laws, rules and regulations. Neither the Company, nor, to the knowledge of the Company, any director, officer,
agent, employee or other person associated with or acting on behalf of the Company, (i) has used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or
indirect unlawful payment to any government official or employee from corporate funds; or (iii) made any bribe, unlawful
rebate, payoff, influence payment, kickback or other unlawful payment in connection with the business of the Company.


 


(oo) Foreign Corrupt
Practices Act. None of the Company, any subsidiary or, to the knowledge of the Company, any director, officer, agent, employee,
affiliate or other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly
or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and
the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation, making
use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise
to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving
of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party
or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company and its subsidiaries
have conducted their respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures
designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.


 



    	 	17	 



     

    




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


 


(qq) OFAC.
None of the Company, any subsidiary or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or
person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by
the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not
directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any
subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.


 


(rr) Actively-Traded
Security. The Common Stock is an “actively-traded security” exempted from the requirements of Rule 101 of
Regulation M under the Exchange Act by subsection (c)(1) of such rule.


 


(ss)
Exchange Listing. The Common Stock is currently listed on the Exchange under the trading
symbol “PPHM”. Except as disclosed in the Prospectus, the Company has not, in the 12 months preceding the date
the first Placement Notice is given hereunder, received notice from the Exchange to the effect that the Company is not in
compliance with the listing or maintenance requirements. Except as disclosed in the Prospectus, the Company has no reason to
believe that it will not in the foreseeable future continue to be in compliance with all such listing and
maintenance requirements.


 


(tt) Margin
Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by
the Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board of Governors.


 


(uu) Underwriter
Agreements. Except for the Other Sales Agreements, the Company is not a party to any agreement with an agent or
underwriter for any other “at-the-market” or continuous equity transaction or any “equity line”
transaction.


 


(vv) Director
Independence. Each of the independent directors (or independent director nominees, once appointed, if applicable) named
in the Registration Statement and Prospectus satisfies the independence standards established by the Exchange and, with
respect to members of the Company’s audit committee, the enhanced independence standards contained in Rule 10A-3(b)(1)
promulgated by the Commission under the Exchange Act.


 



    	 	18	 



     

    




(ww) No
Integration(xx). Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of
Securities Act Rule 144) has, prior to the date hereof, made any offer or sale of any securities which could be
“integrated” (within the meaning of the Securities Act) with the offer and sale of the Placement Shares
hereunder.


 


(xx) No Material
Defaults. Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness for borrowed money
or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Change. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange
Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking
fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental
on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Change.


 


Any certificate signed by an officer of
the Company and delivered to Noble or to counsel for Noble pursuant to or in connection with this Agreement shall be deemed to
be a representation and warranty by the Company to Noble as to the matters set forth therein.


 


The Company acknowledges that Noble and,
for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to Noble,
will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.


 


7. Covenants
of the Company. The Company covenants and agrees with Noble that:


 


(a) Registration
Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any
Placement Shares is required to be delivered by Noble under the Securities Act (including in circumstances where such
requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify Noble
promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by
reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has
been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus
or for additional information, (ii) the Company will prepare and file with the Commission, promptly upon Noble’s
request, any amendments or supplements to the Registration Statement or Prospectus that, in Noble’s reasonable opinion,
may be necessary or advisable in connection with the distribution of the Placement Shares by Noble (provided, however,
that the failure of Noble to make such request shall not relieve the Company of any obligation or liability hereunder, or
affect Noble’s right to rely on the representations and warranties made by the Company in this Agreement, and provided,
further, that the only remedy Noble shall have with respect to the failure to make such filing shall be to cease making
sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or
supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the
Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Noble within
a reasonable period of time before the filing and Noble has not reasonably objected thereto (provided, however, that
the failure of Noble to make such objection shall not relieve the Company of any obligation or liability hereunder, or
affect Noble’s right to rely on the representations and warranties made by the Company in this Agreement, and provided,
further, that the only remedy Noble shall have with respect to the failure by the Company to obtain such consent shall be
to cease making sales under this Agreement); (iv) the Company will furnish to Noble at the time of filing thereof a copy of
any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except
for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement to the Prospectus, other
than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of
Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents
incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period
prescribed.


 



    	 	19	 



     

    




(b) Notice of Commission
Stop Orders. The Company will advise Noble, promptly after it receives notice or obtains knowledge thereof, of the issuance
by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to, or
other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification of the Placement Shares
for offering or sale in any jurisdiction, or of the initiation of any proceeding for any such purpose or any examination pursuant
to Section 8(e) of the Securities Act, or if the Company becomes the subject of a proceeding under Section 8A of the Securities
Act in connection with the offering of the Placement Shares; and it will promptly use its commercially reasonable efforts to prevent
the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. Until such time as any stop
order is lifted, Noble shall cease making offers and sales under this Agreement


 


(c) Delivery of
Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be
delivered by Noble under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances
where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will comply with
all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective
due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event
occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact
or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not
misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply
with the Securities Act, the Company will promptly notify Noble to suspend the offering of Placement Shares during such period
and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so
as to correct such statement or omission or effect such compliance; provided, however, that the Company may delay any such
amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.


 






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(d) Listing of
Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by
Noble under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement
may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will use its commercially reasonable
efforts to cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities
laws of such jurisdictions as Noble reasonably designates and to continue such qualifications in effect so long as required for
the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith
to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.


 


(e) Delivery of
Registration Statement and Prospectus. The Company will furnish to Noble and its counsel (at the expense of the Company) copies
of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and
supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the
Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable
and in such quantities as Noble may from time to time reasonably request and, at Noble’s request, will also furnish copies
of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that
the Company shall not be required to furnish any document (other than the Prospectus) to Noble to the extent such document is
available on EDGAR.


 


(f) Earnings Statement.
The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months
after the end of the Company’s current fiscal quarter, an earnings statement of the Company and its subsidiaries (which
need not be audited) covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities Act. The terms
“earnings statement” and “make generally available to its security holders” shall have the meanings set
forth in Rule 158 under the Securities Act.


 


(g) Expenses.
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance
with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its
obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration
Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the
preparation, issuance and delivery of the Placement Shares, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Placement Shares to Noble, (iii) the fees and disbursements of the counsel,
accountants and other advisors to the Company in connection with the transactions contemplated by this Agreement; (iv) the qualification
of the Placement Shares under securities laws in accordance with the provisions of Section 7(d) of this Agreement, including
filing fees, (v) the printing and delivery to Noble of copies of the Prospectus and any amendments or supplements thereto, and
of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares
for trading on the Exchange, (vii) the fees and expenses of the Company’s transfer agent or registrar for the Common Stock;
and (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department. Noble will pay all
other expenses incident to the performance of its obligations hereunder, including the fees and expenses of its own counsel.


 



    	 	21	 



     

    




(h) Use of Proceeds.
The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”


 


(i) Notice of Other
Sales. Except for sales of Common Stock through the Alternative Agent pursuant to the Other Sales Agreements, the Company
will use reasonable best efforts to inform Noble on a timely basis of any transaction to sell or otherwise dispose of any shares
of Common Stock (other than the Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible
into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock during the period of any Placement
Notice.


 


(j) Change of
Circumstances. The Company will, at any time during the pendency of a Placement Notice advise Noble promptly after it
shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any
material respect any opinion, certificate, letter or other document provided to Noble pursuant to this Agreement.


 


(k) Due
Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by Noble or its
agents in connection with the transactions contemplated hereby, including, without limitation, providing information and
making available documents and senior corporate officers, during regular business hours and at the Company’s principal
offices, as Noble may reasonably request.


 


(l) Required
Filings Relating to Placement of Placement Shares. The Company shall set forth in each Annual Report on Form 10-K and
Quarterly Report on Form 10-Q filed by the Company with the Commission in respect of any quarter in which sales of Placement
Shares were made through Noble under this Agreement, with regard to the relevant period, the amount of Placement Shares sold
through Noble, the gross proceeds to the Company and the compensation payable by the Company to Noble with respect to such
sales of Placement Shares. To the extent that the filing of a prospectus supplement with the Commission with respect to any
sales of Placement Shares becomes required under Rule 424(b) under the Securities Act, the Company agrees that, on or before
such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under
the applicable paragraph of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, with regard to
the relevant period, the amount of Placement Shares sold through Noble, the gross proceeds to the Company and the
compensation payable by the Company to Noble with respect to such Placement Shares, and (ii) deliver such number of copies of
each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules
or regulations of such exchange or market.


 



    	 	22	 



     

    




(m) Representation
Dates; Certificate. On or prior to the First Delivery Date and each time the Company (i) files the Prospectus relating to
the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other
than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment
that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or
supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating
to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing
amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form
10-Q under the Exchange Act; (iv) files a report on Form 8-K containing amended financial information (other than an earnings
release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to
Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement
of Financial Accounting Standards No. 144) under the Exchange Act; or (v) files a Form 8-K under the Exchange Act for any other
purpose (other than to “furnish” information pursuant to Items 2.02 or 7.01 of revised Form 8-K) (each date of filing
of one or more of the documents referred to in clauses (i) through (v) shall be a “Representation Date”),
the Company shall furnish Noble within three (3) Trading Days after each Representation Date (but in the case of clause (v) above,
only if Noble reasonably determines that the information contained in such Form 8-K is material and so notifies the Company in
writing prior to the expiration of such three (3) Trading Days) with a certificate, in the form attached hereto as Exhibit
7(m). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date
occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date
the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date)
and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation
Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides
to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Noble with
a certificate under this Section 7(m), then before the Company delivers the Placement Notice or Noble sells any Placement
Shares, the Company shall provide Noble with a certificate, in the form attached hereto as Exhibit 7(m), dated the date
of the Placement Notice.


 


(n) Legal Opinion.
On or prior to the First Delivery Date, the Company shall cause to be furnished to Noble the written opinions and negative assurance
of K&L Gates LLP, as issuer’s counsel to the Company, or other counsel reasonably satisfactory to Noble (“Company
Counsel”), substantially in the forms previously agreed between Company Counsel and Noble. Thereafter, within three
(3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant
to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar
quarter, the Company shall cause to be furnished to Noble the written opinions and negative assurance of Company Counsel substantially
in the form previously agreed between Company Counsel and Noble, modified, as necessary, to relate to the Registration Statement
and the Prospectus as then amended or supplemented; provided, however, that if Company Counsel has previously furnished
to Noble such written opinions and negative assurance substantially in the form previously agreed between the Company and Noble,
Company Counsel may, in respect of any future Representation Date, furnish Noble with a letter (a “Reliance Letter”)
in lieu of such opinions and negative assurance to the effect that Noble may rely on the prior opinions and negative assurance
of Company Counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance
Letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the date of such Reliance Letter).


 



    	 	23	 



     

    




(o) Comfort Letter.
On or prior to the earlier of (i) the First Delivery Date and (ii) the date that is twenty (20) Trading Days following the date
the Company files its annual report on Form 10-K for the fiscal year ended April 30, 2015, and thereafter within twenty (20) Trading
Days following each subsequent date the Company files an annual report on Form 10-K under the Exchange Act, during any period
in which the Prospectus relating to the Placement Shares is required to be delivered by Noble (including in circumstances where
such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act) and with respect to which the Company
is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section
7(m), the Company shall cause its independent accountants to furnish Noble letters (the “Comfort Letters”),
dated the date that the Comfort Letter is delivered, in form and substance satisfactory to Noble, (i) confirming that they are
an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and
regulations of the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under
Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect
to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to Noble
in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”)
and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter
had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended
and supplemented to the date of such letter.


 


(p) Market
Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that
constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of
the Company to facilitate the sale or resale of the Common Stock or (ii) sell, bid for, or purchase the Placement Shares to
be issued and sold pursuant to this Agreement, or pay anyone any compensation for soliciting purchases of the Placement
Shares other than Noble.


 


(q) Insurance.
The Company and its subsidiaries shall maintain, or caused to be maintained, insurance in such amounts and covering such
risks as is reasonable and customary for the business in which it is engaged.


 


(r) Compliance
with Laws. The Company and each of its subsidiaries shall maintain, or cause to be maintained, all material environmental
permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as
described in the Prospectus, and the Company and each of its subsidiaries shall conduct their businesses, or cause their
businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable
environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations
could not reasonably be expected to result in a Material Adverse Change.


 


(s) Investment
Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its
subsidiaries is or, after giving effect to the offering and sale of the Placement Shares and the application of proceeds
therefrom as described in the Prospectus, will be, an “investment company” within the meaning of such term under
the Investment Company Act.


 



    	 	24	 



     

    




(t) Securities
Act and Exchange Act. The Company will use its best efforts to comply with all requirements imposed upon it by
the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales
of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.


 


(u) No Offer
to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and Noble in its capacity as
agent hereunder, neither Noble nor the Company (including its agents and representatives, other than Noble in its capacity as
such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the
Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to
buy Placement Shares hereunder.


 


(v) Sarbanes-Oxley
Act. The Company and its subsidiaries will use their best efforts to comply with all effective applicable provisions of
the Sarbanes-Oxley Act.


 


(w) New Registration
Statement. If immediately prior to the third anniversary of the initial effective date of the Registration Statement, any
of the Placement Shares remain unsold, the sale of the Placement Shares under this Agreement shall automatically be suspended
unless and until the Company files, if it has not already done so, a new shelf registration statement relating to the Placement
Shares and such new registration statement is declared effective by the Commission. References herein to the Registration Statement
shall include such new shelf registration statement. If any such new shelf registration statement becomes effective prior to the
termination date of this Agreement, the Company agrees to notify Noble of such effective date.


 


(x) Transfer
Agent. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.


 


8. Conditions
to Noble’s Obligations. The obligations of Noble hereunder with respect to a Placement will be subject to the
continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance
by the Company of its obligations hereunder, to the completion by Noble of a due diligence review satisfactory to Noble in
its reasonable judgment, and to the continuing satisfaction (or waiver by Noble in its sole discretion) of the following
additional conditions:


 


(a) Registration
Statement Effective. The Registration Statement shall be effective and shall be available for the sale of all Placement
Shares contemplated to be issued by any Placement Notice which have not yet been issued and sold pursuant to such
Registration Statement.


 


(b) Securities
Act Filings Made. The Company shall have filed with the Commission the Prospectus Supplement pursuant to Rule 424(b)
under the Securities Act not later than the Commission’s close of business on the second Business Day following the
date of this Agreement. All other filings with the Commission required by Rule 424(b) or Rule 433 under the Securities Act to
have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time
period prescribed for such filing by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or Rule 433, as
applicable.


 



    	 	25	 



     

    




(c) No
Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any
of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental
authority during the period of effectiveness of the Registration Statement, the response to which would require any
post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration
Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes
any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed
to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the
Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not
contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any
materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which they were made, not misleading.


 


(d) No
Misstatement or Material Omission. Noble shall not have advised the Company that the Registration Statement or
Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in Noble’s reasonable
opinion is material, or omits to state a fact that in Noble’s reasonable opinion is material and is required to be
stated therein or is necessary to make the statements therein not misleading.


 


(e) Material
Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,
there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse
Change or any development that could reasonably be expected to result in a Material Adverse Change, or any downgrading in or
withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating
organization or a public announcement by any rating organization that it has under surveillance or review its rating of any
of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action
by a rating organization described above, in the reasonable judgment of Noble (without relieving the Company of any
obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the
offering of the Placement Shares on the terms and in the manner contemplated by this Agreement and the Prospectus.


 


(f) Company Counsel
Legal Opinion. Noble shall have received the opinions and negative assurances of Company Counsel required to be delivered
pursuant Section 7(n) on or before the date on which such delivery of such opinions and negative assurances is required
pursuant to Section 7(n).


 



    	 	26	 



     

    




(g) Comfort Letter.
Noble shall have received the Comfort Letter required to be delivered pursuant Section 7(o) on or before the date on which
such delivery of such Comfort Letter is required pursuant to Section 7(o).


 


(h) Representation
Certificate. Noble shall have received the certificate required to be delivered pursuant to Section 7(m) on or before
the date on which delivery of such certificate is required pursuant to Section 7(m).


 


(i) Secretary’s
Certificate. On or prior to the First Delivery Date, Noble shall have received a certificate, signed on behalf of the
Company by its corporate Secretary, certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of
the Company, (iii) the resolutions of the Board of Directors of the Company (or a committee thereof) authorizing the
execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the
officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.


 


(j) No
Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have
been delisted from the Exchange.


 


(k) Other Materials.
On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company shall have
furnished to Noble such appropriate further opinions, certificates, letters and documents as Noble may have reasonably requested.
All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company
will furnish Noble with such conformed copies of such opinions, certificates, letters and other documents as Noble shall have
reasonably requested.


 


(l) Approval
for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice
of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or
prior to, the issuance of any Placement Notice.


 


(m) No Termination
Event. There shall not have occurred any event that would permit Noble to terminate this Agreement pursuant to Section
11(a).


 


9.
Indemnification and Contribution.


 



    	 	27	 



     

    




(a) Company Indemnification.
The Company agrees to indemnify and hold harmless Noble, the directors, officers, members, partners, employees and agents of Noble
each broker dealer affiliate of Noble, and each Noble Affiliate, if any, from and against any and all losses, claims, liabilities,
expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in
connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding
between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise,
or any claim asserted), as and when incurred, to which Noble, or any such person, may become subject under the Securities Act,
the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims,
liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus
or any amendment or supplement thereto or in any Issuer Free Writing Prospectus or in any application or other document executed
by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction
in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged
omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not
misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements
contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss,
claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly
by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to Noble and
furnished to the Company by Noble expressly for inclusion in any document as described in clause (x) of this Section 9(a).
This indemnity agreement will be in addition to any liability that the Company might otherwise have.


 


(b) Noble Indemnification.
Noble agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration
Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”)
from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable
investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance
with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties
or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any
such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are
based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement, the Base Prospectus, the Prospectus Supplement or the Prospectus or any amendment or supplement thereto, (y) the omission
or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements
in it not misleading; provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim,
liability, expense or damage is caused directly by an untrue statement or omission made in reliance upon and in strict conformity
with written information relating to Noble and furnished to the Company by Noble expressly for inclusion in any document as described
in clause (x) of this Section 9(b).


 



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(c) Procedure.
Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice
of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties
under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers
served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any
indemnified party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results
in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and,
to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement
of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense
of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to
the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party
for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred
by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in
any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict
exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which
case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or
(4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after
receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges
of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties
shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees,
disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all
such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party
promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim
effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party,
settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise
out of such claim, action or proceeding.


 



    	 	29	 



     

    




(d) Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from
the Company or Noble, the Company and Noble will contribute to the total losses, claims, liabilities, expenses and damages (including
any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other
than Noble, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed
the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and Noble
may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one
hand and Noble on the other. The relative benefits received by the Company on the one hand and Noble on the other hand shall be
deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses)
received by the Company bear to the total compensation received by Noble from the sale of Placement Shares on behalf of the Company.
If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution
shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence
but also the relative fault of the Company, on the one hand, and Noble, on the other, with respect to the statements or omission
that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or Noble, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such statement or omission. The Company and Noble agree that it would not be just and equitable
if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation
that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified
party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section
9(d) shall be deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with
Section 9(c) hereof. Notwithstanding the foregoing provisions of this Section 9(d), Noble shall not be required
to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party
to this Agreement within the meaning of the Securities Act will have the same rights to contribution as that party (and any officers,
directors, members, partners, employees or agents of Noble and each broker dealer affiliate of Noble will have the same rights
to contribution as Noble), and each officer of the Company who signed the Registration Statement and each director of the Company
will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for
contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may be sought,
but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 9(d) except to the extent that the failure to so notify such other party materially
prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into
pursuant to the last sentence of Section 9(c) hereof, no party will be liable for contribution with respect to any action
or claim settled without its written consent if such consent is required pursuant to Section 9(c) hereof.




 


10. Representations
and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of this Agreement
and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of
their respective dates, regardless of (i) any investigation made by or on behalf of Noble, any controlling person of Noble, or
the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of
the Placement Shares and payment therefor or (iii) any termination of this Agreement.


 



    	 	30	 



     

    




11.Termination.


 


(a) Noble shall
have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material Adverse
Change, or any development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the
reasonable judgment of Noble, may materially impair the ability of Noble to sell the Placement Shares hereunder, (ii) the
Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder;
provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any
certification, opinion, or letter required under Sections 7(m), 7(n), or 7(o), Noble’s right to
terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days
from the date such delivery was required, (iii) any other condition of Noble’s obligations hereunder is not fulfilled,
or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the Exchange shall have
occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program
trading is temporarily halted), or a major disruption of securities settlements or clearing services in the United States
shall have occurred, or minimum prices for trading have been fixed on the Exchange. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 7(g) (Expenses), Section 9
(Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section
11(f), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof
shall remain in full force and effect notwithstanding such termination. If Noble elects to terminate this Agreement as
provided in this Section 11(a), Noble shall provide the required notice as specified in Section 12
(Notices).


 


(b) The Company
shall have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to terminate this
Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section
10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect
notwithstanding such termination.


 


(c) Noble shall
have the right, by giving ten (10) days’ notice as hereinafter specified in Section 12, to terminate this
Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without
liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section
10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect
notwithstanding such termination.


 


(d) Unless
earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the issuance and
sale of all of the Placement Shares through Noble on the terms and subject to the conditions set forth herein; provided
that the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section
17 hereof shall remain in full force and effect notwithstanding such termination.


 






    	 	31	 



     

    

 


(e) This
Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c)
or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by
mutual agreement shall in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section
11(f), Section 16 and Section 17 shall remain in full force and effect.


 


(f) Any
termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by Noble or
the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement
Shares, such termination shall not become effective until the close of business on such Settlement Date and such Placement
Shares shall settle in accordance with the provisions of this Agreement.


 


12. Notices.
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms
of this Agreement shall be in writing, unless otherwise specified, and if sent to Noble, shall be delivered to:


 


Noble Life Science
Partners

951 Yamato Road, Suite 210

Boca Raton, Florida 33431


Attention:
Shawn M. Titcomb


Facsimile: (561) 994-5741


 


with a copy (which shall
not constitute notice) to:


 


Greenberg Traurig,
LLP


200 Park Avenue


New York, NY 10166


Attention: Anthony
J. Marsico, Esq.


Facsimile: (212) 801-6400


 


and if to the Company,
shall be delivered to:


 


Peregrine Pharmaceuticals,
Inc.


14282 Franklin Avenue


Tustin, California
92780-7017


Attention: General
Counsel


Facsimile: (714) 838-9433


 


with a copy (which shall
not constitute notice) to:


 


K&L Gates LLP


1 Park Plaza, 12th
Floor


Irvine, California
92614


Attention: Michael
A. Hedge, Esq.


Facsimile: (949) 253-0902


 






    	 	32	 



     

    

 


Each party may change
such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each
such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission
(with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day,
on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier
and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested,
postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange
and commercial banks in the City of New York are open for business.


 


An electronic communication
(“Electronic Notice”) shall be deemed written notice for purposes of this Section 12 if sent to
the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at
the time the party sending Electronic Notice receives confirmation of receipt by the receiving party (other than pursuant to auto-reply).
Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form
(“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt
of the written request for Nonelectronic Notice.


 


13. Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and Noble and their respective successors
and permitted assigns and, as to Sections 5(b) and 9, the other indemnified parties specified therein. References
to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party.
Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or
liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its
rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that
Noble may assign its rights and obligations hereunder to an affiliate of Noble without obtaining the Company’s consent.


 


14. Adjustments
for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be
adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.


 


15. Entire
Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) and any other writing entered into by the parties relating to this Agreement constitutes the
entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among
the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except
pursuant to a written instrument executed by the Company and Noble. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a
court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that
it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such
invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to
such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as
reflected in this Agreement.


 



    	 	33	 



     

    




16. Applicable
Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of
the State of Florida without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in Palm Beach County, Florida, for the adjudication of any
dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to
assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) 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 manner permitted by law.


 


17. Waiver of
Jury Trial. The Company and Noble each hereby irrevocably waives any right it may have to a trial by jury in respect of
any claim based upon or arising out of this Agreement or any transaction contemplated hereby.


 


18. Absence of
Fiduciary Relationship. The Company acknowledges and agrees that:


 


(a) Noble is
acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and the process
leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective
affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and Noble, on
the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement,
irrespective of whether Noble has advised or is advising the Company on other matters, and Noble has no obligation to the
Company with respect to the transactions contemplated by this Agreement, except the obligations expressly set forth in this
Agreement;


 


(b) the Company
is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions
contemplated by this Agreement;


 


(c) Noble has
not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement,
and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;
and


 


(d) the Company
has been advised and is aware that Noble and its affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and that Noble has no obligation to disclose such interests and transactions to the Company
by virtue of any fiduciary, advisory or agency relationship.


 


19. Use of
Information. Noble may not provide any information gained in connection with this Agreement and the transactions
contemplated by this Agreement, including due diligence, to any third party other than its legal counsel advising it on this
Agreement unless expressly approved by the Company in writing.


 



    	 	34	 



     

    




20. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be
made by facsimile transmission.


 


21. Effect of
Headings; Knowledge of the Company The section and Exhibit headings herein are for convenience only and shall not affect
the construction hereof. All references in this Agreement to the “knowledge of the Company” or the
“Company’s knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers
of the Company, after due inquiry.


 


22. Definitions.
As used in this Agreement, the following term has the meaning set forth below:


 


(a)
“Applicable Time” means the date of this Agreement, each Representation Date, each date on which a
Placement Notice is given, and each Point of Sale.


 


[Remainder of Page Intentionally Blank]


 


 


 




    	 	35	 



     

    


If the foregoing correctly
sets forth the understanding between the Company and Noble, please so indicate in the space provided below for that purpose, whereupon
this letter shall constitute a binding agreement between the Company and Noble.


 


	 	Very truly yours,
	 	 
	 	
        Peregrine Pharmaceuticals, Inc.

         

        By: /s/ Paul Lytle

        Name: Paul Lytle

        Title: Chief Financial Officer

         

	 	Accepted as of the date first-above written:
	 	 
	 	
        Noble International Investments, Inc.,

        doing business as Noble Life Science Partners, a division
        of Noble Financial Capital Markets

         

        By: /s/ Shawn M. Titcomb

        Name: Shawn M. Titcomb

        Title: Managing Director

         



 


 


 


 




    			 



     

    




SCHEDULE 1


 


FORM OF PLACEMENT NOTICE


 


		From:	Peregrine Pharmaceuticals, Inc.



 


		To:	Noble Life Science Partners






			Attention: Shawn M. Titcomb






 


		Subject:	At-The-Market Offering—Placement Notice



 


Gentlemen:


 


Pursuant to
the terms and subject to the conditions contained in the Equity Distribution Agreement between Peregrine Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”), and Noble International Investments, Inc., doing business as Noble Life
Science Partners, a division of Noble Financial Capital Markets, a Florida corporation (“Noble”) dated August
7, 2015 (the “Agreement”), I hereby request on behalf of the Company that Noble sell up to [___] shares of the
Company’s common stock, par value $0.001 per share, at a minimum market price of $[_______] per share, during the period
beginning [MONTH/DAY/TIME] and ending [MONTH/DAY/TIME].


 


 



    	 	 	 



     

    








SCHEDULE 2


 


Notice Parties


 





	Peregrine Pharmaceuticals, Inc.	 
	 	 
	Paul Lytle	plytle@peregrineinc.com
	Steven King	sking@peregrineinc.com
	 	 
	Noble Life Science Partners	 
	 	 
	Shawn M. Titcomb	stitcomb@noblelsp.com
	Jennifer Gerold	jgerold@noblelsp.com
	Danny Pollitt	dpollitt@noblefcm.com
	John Ray	jray@noblefcm.com
	Peter Jung	pjung@noblefcm.com







 


 


 




    	 	 	 



     

    



SCHEDULE 3


 


 


Compensation


 


The Company shall pay Noble in cash, upon
each sale of Placement Shares pursuant to this Agreement, an amount equal to 2.5% of the gross proceeds from each sale of Placement
Shares.


 


 


 




    	 	 	 



     

    



SCHEDULE 4


 


Schedule Of Subsidiaries


 


Avid Bioservices, Inc.


 


 


 




    	 	 	 



     

    



EXHIBIT 7(m)


 


 


 


OFFICER CERTIFICATE


 


The undersigned,
the duly qualified and appointed _____________________ of Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”),
does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Equity Distribution Agreement,
dated August 7, 2015 (the “Equity Distribution Agreement”), between the Company and Noble, that:


 


		(i)	the representations and warranties of the Company in Section 6 of the Equity Distribution
Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein
relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect
as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific
date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject
to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of
the date hereof with the same force and effect as if expressly made on and as of the date hereof except for those representations
and warranties that speak solely as of a specific date and which were true and correct as of such date; and;



 


		(ii)	the Company has complied with all agreements and satisfied all conditions on its part to be performed
or satisfied pursuant to the Equity Distribution Agreement at or prior to the date hereof;



 


		(iii)	as of the date hereof, (i) the Registration Statement does 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
not misleading, (ii) the Prospectus does 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, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Registration
Statement or the Prospectus in order to make the statements therein not untrue or misleading for clauses (i) and (ii) above, respectively,
to be true and correct;



 


		(iv)	there has been no Material Adverse Change since the date as of which information is given in the
Prospectus, as amended or supplemented;



 


		(v)	the Company does not possess any material non-public information; and



 


		(vi)	the aggregate offering price of the Placement Shares that may be issued and sold pursuant to the
Equity Distribution Agreement and the maximum number or amount of Placement Shares that may be sold pursuant to the Equity Distribution
Agreement have been duly authorized by the Company’s board of directors or a duly authorized committee thereof.



 






    	 	 	 



     

    


 


Terms used herein and not defined herein
have the meanings ascribed to them in the Equity Distribution Agreement.


 





	 	By: _____________________
		Name:
	 	Title:



 


Date:___________________________