Exhibit 10.1


 


FORM OF
SECURITIES PURCHASE AGREEMENT


 


This
Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2022, by and among Ribbon Communications
Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each,
including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS


 


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


 


B.            Each
Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this
Agreement, that aggregate number of shares of common stock, par value $0.0001 per share (the “Common Stock”), of the
Company, set forth below such Purchaser’s name on the signature page of this Agreement (which aggregate amount for all Purchasers
together shall be 17,071,311 shares of Common Stock and shall be collectively referred to herein as the “Shares”).


 


C.            The
Company has engaged Evercore Group L.L.C. as its exclusive placement agent (the “Placement Agent”) for the offering
of the Shares on a “best efforts” basis.


 


D.            Contemporaneously
with the execution and delivery of this Agreement, the parties hereto are executing and delivering the Second Amended and Restated Registration
Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”),
pursuant to which, among other things, the Company will agree to provide certain registration rights with respect to the Shares under
the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws.


 


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


 


ARTICLE I.

DEFINITIONS


 


1.1            Definitions.
In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the
meanings indicated in this Section 1.1:


 


“Action”
means any action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation
pending or, to the Company’s Knowledge, threatened in writing against the Company, any Subsidiary or any of their respective properties
or any officer, director or employee of the Company or any Subsidiary acting in his or her capacity as an officer, director or employee
before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority,
stock market, stock exchange or trading facility.


 






    


    


    

 


“Affiliate”
means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is controlled
by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act.
With respect to a Purchaser, any investment fund or managed account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.


 


“Agreement”
has the meaning set forth in the Preamble.


 


“Anti-Money
Laundering Laws” has the meaning set forth in Section 3.1(kk).


 


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


 


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


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to this Agreement.


 


“Closing
Date” means August 16, 2022 (the second Trading Day following the execution of this Agreement), or such other date
as the parties may agree.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common Stock”
has the meaning set forth in the Recitals, and also includes any other class of securities into which the Common Stock may hereafter
be reclassified or changed into.


 


“Common Stock Equivalents”
means any securities of the Company or any Subsidiary which would entitle the holder thereof to acquire at any time Common Stock, including,
without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or
exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive,
directly or indirectly, Common Stock.


 


“Company”
has the meaning set forth in the Preamble.


 


“Company Counsel”
means Troutman Pepper Hamilton Sanders LLP, with offices located at 600 Peachtree Street, N.E., Suite 3000, Atlanta, Georgia 30308.


 


“Company Deliverables”
has the meaning set forth in Section 2.2(a).


 


“Company’s Knowledge”
means with respect to any statement made to the Company’s Knowledge, that the statement is based upon the actual knowledge of the
executive officers of the Company having responsibility for the matter or matters that are the subject of the statement, after a reasonable
inquiry.


 


“Control”
(including the terms “controlling”, “controlled by” or “under common control with”) means the possession,
direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership
of voting securities, by contract or otherwise.


 






    


    


    

 


“Disclosure Materials”
has the meaning set forth in Section 3.1(h).


 


“Disclosure Schedules” has the
meaning set forth in Section 3.1.


 


“Effective Date”
means the date on which the initial Registration Statement required by Section 2.03 of the Registration Rights Agreement is first
declared effective by the Commission.


 


“Environmental Laws”
has the meaning set forth in Section 3.1(dd).


 


“Evaluation
Date” has the meaning set forth in Section 3.1(t).


 


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


 


“GAAP” means
U.S. generally accepted accounting principles, as applied by the Company.


 


“Intellectual Property
Rights” has the meaning set forth in Section 3.1(p).


 


“Irrevocable Transfer
Agent Instructions” means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit D,
executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.


 


“Legend Removal Date”
has the meaning set forth in Section 4.1(c).


 


“Lien” means
any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other restrictions of any kind.


 


“Lock-Up Agreement”
has the meaning set forth in Section 2.2(a)(vii).


 


“Material
Adverse Effect” means a material adverse effect on the results of operations, assets, prospects, management, business
or financial condition of the Company and the Subsidiaries, taken as a whole, except that any of the following, either alone or in combination,
shall not be deemed a Material Adverse Effect: (i) effects caused by changes or circumstances affecting general market conditions
in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not
borne disproportionately by the Company, (ii) effects resulting from or relating to the announcement or disclosure of the sale of
the Shares or other transactions contemplated by this Agreement, or (iii) effects caused by any event, occurrence or condition resulting
from or relating to the taking of any action in accordance with this Agreement.


 


“Material Contract”
means any contract of the Company that has been filed or was required to have been filed as an exhibit to the SEC Reports pursuant to
Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.


 


“Material Permits”
has the meaning set forth in Section 3.1(n).


 






    


    


    

 


“New York Courts”
means the state and federal courts sitting in the City of New York, Borough of Manhattan, New York.


 


“OFAC” has
the meaning set forth in Section 3.1(jj).


 


“Outside Date”
means the tenth day following the date of this Agreement.


 


“Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint
venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed
herein.


 


“Placement Agent”
has the meaning set forth in the Recitals.


 


“Press Release”
has the meaning set forth in Section 4.4.


 


“Principal
Trading Market” means the Trading Market on which the Common Stock is primarily listed on and quoted for trading, which, as
of the date of this Agreement and the Closing Date, shall be the NASDAQ Global Select Market.


 


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


 


“Purchase
Price” means $3.05 per Share.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Recitals.


 


“Purchaser Deliverables”
has the meaning set forth in Section 2.2(b).


 


“Purchaser Party”
has the meaning set forth in Section 4.7.


 


“Registration
Rights Agreement” has the meaning set forth in the Recitals.


 


“Registration Statement”
means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the
Purchasers of the Registrable Securities (as defined in the Registration Rights Agreement).


 


“Required Approvals”
has the meaning set forth in Section 3.1(e).


 


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


 


“Sanctioned Country”
has the meaning set forth in Section 3.1(jj).


 


“Sanctions”
has the meaning set forth in Section 3.1(jj).


 


“SEC Reports”
has the meaning set forth in Section 3.1(h).


 


“Secretary’s
Certificate” has the meaning set forth in Section 2.2(a)(v).


 






    


    


    

 


“Securities Act”
has the meaning set forth in the Recitals.


 


“Shares”
has the meaning set forth in the Recitals.


 


“Short
Sales” include, without limitation, (i) all “short sales” as defined in Rule 200 promulgated under Regulation
SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts,
options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange
Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker
dealers or foreign regulated brokers (but shall not be deemed to include the location and/or reservation of borrowable shares
of Common Stock).


 


“Subscription
Amount” means, with respect to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as indicated
on such Purchaser’s signature page to this Agreement next to the heading “Aggregate Purchase Price (Subscription Amount)”
in United States dollars and in immediately available funds.


 


“Subsidiary”
means the subsidiaries of the Company as set forth on Schedule 3.1(a).


 


“Trading Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin
Board), or (ii) if the Common Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the Common
Stock is traded in the over-the-counter market, as reported by the OTC Bulletin Board; provided, that in the event that the Common
Stock is not listed or quoted as set forth in (i) and (ii) hereof, then Trading Day shall mean a Business Day.


 


“Trading Market”
means whichever of the New York Stock Exchange, the NYSE Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or the OTC Bulletin Board on which the Common Stock is listed or quoted for trading on the date in question.


 


“Transaction Documents”
means this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions
and any other documents or agreements explicitly contemplated hereunder.


 


“Transfer
Agent” means American Stock Transfer & Trust Company, LLC, the current transfer agent of the Company, with
a mailing address of  59 Maiden Lane, New York, New York 10007 and a facsimile number of (718) 236-2641 or any successor transfer
agent for the Company.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1            Closing.


 


(a)            Amount.
Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser,
and each Purchaser shall, severally and not jointly, purchase from the Company, such number of shares of Common Stock equal to the quotient
resulting from dividing (i) the Subscription Amount for such Purchaser by (ii) the Purchase Price, rounded down to the nearest
whole Share.


 






    


    


    

 


(b)            Closing.
The Closing of the purchase and sale of the Shares shall take place at the offices of Troutman Pepper Hamilton Sanders LLP on the Closing
Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.


 


(c)            Form of
Payment. On or prior to the Closing Date, (a) the Company shall deliver to each Purchaser its respective Shares, in either certificated
or uncertificated form, at the option of such Purchaser, and (b) each Purchaser shall pay its respective purchase price to the Company
for the Shares to be issued and sold to such Purchaser at the Closing, by wire transfer of immediately available funds in accordance
with the Company’s written wire instructions.


 


2.2           Closing
Deliveries. (a) On or prior to the Closing (or
at such other time as may be specifically referred to below), the Company shall issue, deliver or cause to be delivered to each Purchaser
the following (the “Company Deliverables”):


 


(i)            this
Agreement, duly executed by the Company;


 


(ii)            a
legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit C, executed by
such counsel and addressed to the Purchasers and the Placement Agent;


 


(iii)           the
Registration Rights Agreement, duly executed by the Company;


 


(iv)          duly
executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver
the Shares;


 


(v)            a
certificate of the Secretary of the Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying
the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated
by this Agreement and the other Transaction Documents and the issuance of the Shares, (b) certifying the current versions of the
Restated Certificate of Incorporation and the By-Laws of the Company and the Subsidiaries (or the organizational equivalents of such
documents in the case of the Subsidiaries), (c) certifying as to the good standing (or jurisdictional equivalent) of the Company
and the Subsidiaries under the laws of their respective jurisdictions and each state in which the Company and each Subsidiary is authorized
as a foreign corporation or organization to conduct business and their qualification to conduct business in the State of Delaware and
each such other state in which the Company and each Subsidiary is authorized as a foreign corporation or organization to conduct business;
and (d) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf
of the Company, in the form attached hereto as Exhibit E;


 


(vi)          the
Compliance Certificate referred to in Section 5.1(i);


 


(vii)         a
Lock-Up Agreement, substantially in the form of Exhibit H hereto (the “Lock-Up Agreement”) executed by
each person listed on Exhibit I hereto, and each such Lock-Up Agreement shall be in full force and effect on the Closing
Date;


 


(viii)        a
certificate evidencing the formation and good standing of the Company issued by the Secretary of State of Delaware, as of a date within
three (3) Business Days of the Closing Date; and


 






    


    


    

 


(ix)            such
other documents relating to the transactions contemplated by this Agreement as the Purchasers or their counsel may reasonably request,
including, upon request: (i) a duly completed and executed Internal Revenue Service Form W-9 or W-8BenE and (ii) the names
and contact information for two authorized persons at the Company, in each case, to be delivered to any requesting Purchaser, not less
than two (2) Business Days prior to the Closing Date.


 


(b)            On
or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser
Deliverables”):


 


(i)            this
Agreement, duly executed by such Purchaser;


 


(ii)            its
Subscription Amount, in United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price”
indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase
Price (Subscription Amount)” by wire transfer;


 


(iii)           the
Registration Rights Agreement, duly executed by such Purchaser; and


 


(iv)            a
fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and DRS Book-Entry Questionnaire, if
applicable, in forms substantially similar to the forms attached hereto as Exhibits B-1 and B-2, respectively.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1            Representations
and Warranties of the Company. Except as set forth in the schedules delivered herewith (the “Disclosure Schedules”),
which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation made herein to the extent of the disclosure
contained in the corresponding section of the Disclosure Schedules or other representations relating to the subject matter of such disclosure,
the Company hereby represents and warrants as of the date hereof and the Closing Date (except for the representations and warranties
that speak as of a specific date, which shall be made as of such date), to each of the Purchasers:


 


(a)            Subsidiaries.
The Company has no direct or indirect subsidiaries other than those disclosed in the SEC Reports. The Company owns, directly or indirectly,
all of the capital stock or comparable equity interests of each Subsidiary free and clear of any and all Liens, and all the issued and
outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable
and free of preemptive and similar rights to subscribe for or purchase securities.


 


(b)            Organization
and Qualification. The Company and each of its Subsidiaries is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or organization (as applicable), with the requisite corporate
power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. Neither the
Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. The Company and each of its Subsidiaries is duly qualified to conduct business and
is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property
owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be,
would not have or reasonably be expected to result in a Material Adverse Effect, and no Proceeding has been instituted, is pending, or,
to the Company’s Knowledge, has been threatened in writing in any such jurisdiction revoking, limiting or curtailing or seeking
to revoke, limit or curtail such power and authority or qualification.


 






    


    


    

 


(c)            Authorization;
Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder.
The Company’s execution and delivery of each of the Transaction Documents to which it is a party and the consummation by it of
the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares) have been duly
authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company,
its Board of Directors or its stockholders in connection therewith other than in connection with the Required Approvals. Each of the
Transaction Documents to which it is a party has been (or upon delivery will have been) duly executed by the Company and is, or when
delivered in accordance with the terms hereof, will constitute the legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights
and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may
be limited by applicable law.


 


(d)           No
Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the consummation
by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares) do not
and will not (i) conflict with or violate any provisions of the Company’s or any Subsidiary’s certificate or articles
of incorporation, bylaws or otherwise result in a violation of the organizational documents of the Company, (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation
of any Lien upon any of the properties or assets of the Company or any Subsidiary or give to others any rights of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or (iii) subject to the
Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities
laws and regulations and the rules and regulations, assuming the correctness of the representations and warranties made by the Purchasers
herein and the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, of any self-regulatory organization
to which the Company or its securities are subject, including all applicable Trading Markets), or by which any property or asset of the
Company or a Subsidiary is bound or affected, except in the case of clauses (ii) and (iii) such as would not, individually
or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.


 






    


    


    

 


(e)            Filings,
Consents and Approvals. Neither the Company nor any of its Subsidiaries is required to obtain any consent, waiver, authorization
or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental
authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents (including
the issuance of the Shares), other than (i) the filing with the Commission of one or more Registration Statements in accordance
with the requirements of the Registration Rights Agreement, (ii) filings required by applicable state securities laws, (iii) the
filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and
the listing of the Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (iv) the
filings required in accordance with Section 4.4 of this Agreement and (v) those that have been made or obtained prior
to the date of this Agreement (collectively, the “Required Approvals”).


 


(f)            Issuance
of the Shares. The Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction
Documents, will be duly and validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on
transfer provided for in the Transaction Documents or imposed by applicable securities laws and Liens created by or imposed by a Purchaser,
and shall not be subject to preemptive or similar rights. Assuming the accuracy of the representations and warranties of the Purchasers
in this Agreement and the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, the Shares will
be issued in compliance with all applicable federal and state securities laws.


 


(g)            Capitalization.
The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company (whether
or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of June 30, 2022
is set forth in Schedule 3.1(g) hereto. Except as set forth on Schedule 3.1(g) hereto, no Person has any right
of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the
Transaction Documents that have not been effectively waived as of the Closing Date. Except as set forth on Schedule 3.1(g) or
a result of the purchase and sale of the Shares, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or
giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements
by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents.
The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person (other
than the Purchasers) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully
paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws in all material respects,
and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities
which violation would have or would reasonably be expected to result in a Material Adverse Effect. No further approval or authorization
of any stockholder, the Board of Directors or others is required for the issuance and sale of the Shares. Except as set forth on Schedule 3.1(g),
there are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock
to which the Company is a party or, to the Company’s Knowledge, between or among any of the Company’s stockholders.


 






    


    


    

 


(h)            SEC
Reports; Disclosure Materials. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by it under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding
the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials,
including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC
Reports”, and the SEC Reports, together with the Disclosure Schedules, being collectively referred to as the “Disclosure
Materials”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior
to the expiration of any such extension. As of their respective filing dates, or to the extent corrected by a subsequent restatement,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under
the Securities Act. Each of the Material Contracts to which the Company or any Subsidiary is a party or to which the property or assets
of the Company or any of its Subsidiaries are subject has been filed (or incorporated by reference) as an exhibit to the SEC Reports.


 


(i)            Financial
Statements. The
financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent corrected
by a subsequent restatement). Such financial statements have been prepared in accordance with GAAP applied on a consistent basis during
the periods involved, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position
of the Company and its consolidated subsidiaries taken as a whole as of and for the dates thereof and the results of operations and cash
flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial year-end audit adjustments.


 


(j)            Material
Changes. Since the date of the latest audited financial statements included within the SEC Reports, except as specifically disclosed
in a subsequent SEC Report filed prior to the date hereof, (i) there have been no events, occurrences or developments that have
had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) the Company
has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred
in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s
financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not
altered materially its method of accounting or the manner in which it keeps its accounting books and records, (iv) the Company has
not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements
to purchase or redeem any shares of its capital stock (other than in connection with repurchases of unvested stock issued to employees
of the Company), and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except Common Stock
issued pursuant to existing Company stock option or stock purchase plans or executive and director compensation arrangements disclosed
in the SEC Reports. Except for the issuance of the Shares contemplated by this Agreement, no event, liability or development has occurred
or exists with respect to the Company or its Subsidiaries or their respective business, properties, operations or financial condition,
that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made that has
not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.


 






    


    


    

 


(k)            Litigation.
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction
Documents or the Shares or (ii) except as disclosed in the SEC Reports, would, if there were an unfavorable decision, individually
or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect. There has not been, and to the Company’s
Knowledge there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director
or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration
statement filed by the Company or any of its Subsidiaries under the Exchange Act or the Securities Act.


 


(l)            Employment
Matters. No material labor dispute exists or, to the Company’s Knowledge, is imminent with respect to any of the employees
of the Company which would have or would reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the SEC
Reports, none of the Company’s or any Subsidiary’s employees is a member of a labor union that relates to such employee’s
relationship with the Company, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and
the Company and each Subsidiary believes that its relationship with its employees is good. No executive officer of the Company (as defined
in Rule 501(f) of the Securities Act) has notified the Company or any such Subsidiary that such officer intends to leave the
Company or any such Subsidiary or otherwise terminate such officer's employment with the Company or any such Subsidiary. To the Company’s
Knowledge, no executive officer is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of a third party, and to the Company’s Knowledge, the continued employment of each such executive officer does not subject
the Company or any Subsidiary to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in
compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms
and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate,
have or reasonably be expected to result in a Material Adverse Effect.


 


(m)            Compliance.
Neither the Company nor any of its Subsidiaries (i) is in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a default by the Company or any of its Subsidiaries under), nor
has the Company or any of its Subsidiaries received written notice of a claim that it is in default under or that it is in violation
of, any Material Contract (whether or not such default or violation has been waived), (ii) is in violation of any order of any court,
arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or (iii) is in violation of, or
in receipt of written notice that it is in violation of, any statute, rule or regulation of any governmental authority applicable
to the Company, except in each case as would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect.


 


(n)            Regulatory
Permits. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct its respective business as currently conducted and as described
in the SEC Reports, except where the failure to possess such permits, individually or in the aggregate, has not and would not have or
reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any
of its Subsidiaries has received any notice of Proceedings relating to the revocation or modification of any such Material Permits.


 






    


    


    

 


(o)            Title
to Assets. The Company and its Subsidiaries do not own any real property. Except as disclosed in the SEC Reports, the Company and
its Subsidiaries have good and marketable title to all tangible personal property owned by them that is material to the business of the
Company and its Subsidiaries, taken as whole, in each case free and clear of all Liens except such as do not materially affect the value
of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries.
Any real property and facilities held under lease by the Company and any of its Subsidiaries are held by them under valid, subsisting
and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such
property and buildings by the Company and its Subsidiaries.


 


(p)            Patents
and Trademarks. To the Company’s knowledge, the Company and the Subsidiaries own, possess, license or have other rights to
use, all patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade
secrets, inventions, copyrights, licenses, technology, know-how and other intellectual property rights and similar rights described in
the SEC Reports necessary or material for use in connection with their respective businesses and which the failure to so have would have
or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
To the Company’s knowledge, none of the Intellectual Property Rights used by the Company or any Subsidiary violates or infringes
upon the rights of any Person, except as would not, individually or in the aggregate, have or reasonably be expected to result in a Material
Adverse Effect. There is no pending or, to the Company’s Knowledge, threatened Action by any Person that the Company’s business
as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of another,
except in each case as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.
To the Company’s Knowledge, there is no existing infringement by another Person of any of the Company’s Intellectual Property
Rights. The Company and its Subsidiaries have taken commercially reasonable security measures to protect the secrecy, confidentiality
and value of all of their Intellectual Property Rights.


 


(q)            Insurance.
The Company and each of the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the
Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any of its
Subsidiaries has received any notice of cancellation of any such insurance, nor, to the Company’s Knowledge, will it or any Subsidiary
be unable to renew their respective existing insurance coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its business without a significant increase in cost.


 


(r)            Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports and except as contemplated by the Transaction Documents, none
of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently
a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), that would
be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.


 






    


    


    

 


(s)            Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability,
(iii) access to assets or incurrence of liabilities is permitted only in accordance with management's general or specific authorization,
and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable
intervals and appropriate action is taken with respect to any differences.


 


(t)            Sarbanes-Oxley;
Disclosure Controls. The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of
2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term
is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company and designed such disclosure controls
and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as
of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying
officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since
the Evaluation Date, there have been no changes in the Company’s internal control over financial reporting (as such term is defined
in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.


 


(u)            Certain
Fees. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against
or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding
entered into by or on behalf of the Company, other than the Placement Agent with respect to the offer and sale of the Shares (which placement
agent fees are being paid by the Company). The Purchasers shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this paragraph (u) that may be due in connection with the
transactions contemplated by the Transaction Documents. The Company shall indemnify, pay, and hold each Purchaser harmless against, any
liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with
any such right, interest or claim.


 


(v)            Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 of
this Agreement and the accuracy of the information disclosed in the Accredited Investor Questionnaires provided by the Purchasers, no
registration under the Securities Act is required for the offer and sale of the Shares by the Company to the Purchasers under the Transaction
Documents. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Trading Market.


 


(w)            Investment
Company The Company is not, and immediately after receipt of payment for the Shares, will not be an “investment
company,” an affiliate of an “investment company,” a company controlled by an “investment company” or
an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company” within the meaning of the Investment Company Act of 1940, as amended.


 






    


    


    

 


(x)            Registration
Rights. Other than each of the Purchasers or as set forth in Schedule 3.1(x) hereto, no Person has any right to cause
the Company to effect the registration under the Securities Act of any securities of the Company other than those securities which are
currently registered on an effective registration statement on file with the Commission.


 


(y)            Listing
and Maintenance Requirements. The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of
the Exchange Act, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act
nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not,
in the twelve (12) months preceding the date hereof, received written notice from any Trading Market on which the Common Stock is listed
or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The
Company is in compliance with all listing and maintenance requirements of the Principal Trading Market on the date hereof.


 


(z)            Application
of Takeover Protections; Rights Agreements. The Company and the Board of Directors have taken all necessary action, if any, in order
to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s Restated Certificate of Incorporation or the laws of its state of
incorporation that is or could reasonably be expected to become applicable to any of the Purchasers as a result of the Purchasers and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including, without limitation, the
Company's issuance of the Shares and the Purchasers’ ownership of the Shares.


 


(aa)          Disclosure.
The Company confirms that it has not provided, and to the Company’s Knowledge, none of its officers or directors nor any other
Person acting on its or their behalf has provided, and it has not authorized the Placement Agent to provide, any Purchaser or its respective
agents or counsel with any information that it believes constitutes material, non-public information except insofar as the existence,
provisions and terms of the Transaction Documents and the proposed transactions hereunder may constitute such information, all of which
will be disclosed by the Company in the Press Release as contemplated by Section 4.4 hereof. The Company understands and
confirms that the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company.


 


(bb)         No
Integrated Offering. None of the Company, its Subsidiaries nor, to the Company’s Knowledge, any of its Affiliates or any Person
acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of any Company
security or solicited any offers to buy any security under circumstances that would (i) eliminate the availability of the exemption
from registration under the Securities Act in connection with the offer and sale by the Company of the Shares as contemplated hereby
or (ii) cause the offering of the Shares pursuant to the Transaction Documents to be integrated with prior offerings by the Company
for purposes of any applicable law, regulation or stockholder approval provisions, including, without limitation, under the rules and
regulations of any Trading Market on which any of the securities of the Company are listed or designated.


 






    


    


    

 


(cc)         Tax
Matters. The Company and each of its Subsidiaries (i) has accurately and timely prepared and filed (or requested valid extensions
thereof) all foreign, federal and state income and all other material tax returns, reports and declarations required by any jurisdiction
to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, except
those being contested in good faith, with respect to which adequate reserves have been set aside on the books of the Company and (iii) has
set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the Company or any of its
Subsidiaries by the taxing authority of any jurisdiction. Neither the Company nor any of its Subsidiaries has engaged in, or advised
on, a reportable or listed transaction within the meaning of Section 6011 of the United States Internal Revenue Code of 1986, as
amended, and the regulations issued thereunder (or otherwise participated in, or advised on, any transaction that required disclosure
to a taxing authority to reduce or eliminate tax, interest or penalties.


 


(dd)         Environmental
Matters. To the Company’s Knowledge, neither the Company nor any of its Subsidiaries (i) is in violation of any statute,
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 or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous
or toxic substances (collectively, “Environmental Laws”), (ii) owns or operates any real property contaminated
with any substance that is in violation of any Environmental Laws, (iii) is liable for any off-site disposal or contamination pursuant
to any Environmental Laws, or (iv) is subject to any claim relating to any Environmental Laws; which violation, contamination, liability
or claim has had or would have, individually or in the aggregate, a Material Adverse Effect; and there is no pending investigation or,
to the Company’s Knowledge, investigation threatened in writing that might lead to such a claim.


 


(ee)          No
General Solicitation. Neither the Company nor, to the Company’s Knowledge, any person acting on behalf of the Company has offered
or sold any of the Shares by any form of general solicitation or general advertising.


 


(ff)           Foreign
Corrupt Practices. Neither the Company, nor to the Company’s Knowledge, any agent or other person acting on behalf of the Company,
has: (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related
to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees
or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution
made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated
in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 


(gg)         Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company (or any Subsidiary) and
an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in SEC Reports and is not so disclosed
and would have or reasonably be expected to result in a Material Adverse Effect.


 


(hh)         Acknowledgment
Regarding Purchasers’ Purchase of Shares.  The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby.  The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by
any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each
Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on
the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 






    


    


    

 


(ii)            Regulation
M Compliance.  The Company has not, and to the Company’s Knowledge no one acting on its behalf has, (i) taken, directly
or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of any of the Shares, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases
of, any of the securities of the Company or (iii) paid or agreed to pay to any Person any compensation for soliciting another to
purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement
Agent in connection with the placement of the Shares.


 


(jj)            No
Conflicts with Sanctions Laws.  Neither the Company nor any of its Subsidiaries, directors, officers, or employees, nor,
to the Company’s Knowledge, any agent,  affiliate or other person associated with or acting on behalf of the Company or any
of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. government, (including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S.
Department of State and including, without limitation, the designation as a “specially designated national” or “blocked
person”), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority
(collectively, “Sanctions”), nor is the Company, any of its subsidiaries located, organized or resident in a country
or geographic region thereof that is the subject or target of comprehensive embargoes with respect thereto (each, a “Sanctioned
Country”); and the Company will not directly or indirectly use the proceeds of the sale of the Shares hereunder, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate
any activities of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions,
(ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result
in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise)
of Sanctions.  For the past five years, the Company and its Subsidiaries have not knowingly engaged in, are not now knowingly engaged
in and will not engage in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject
or the target of Sanctions or with any Sanctioned Country.


 


(kk)          Compliance
with Anti-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, including those of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries
conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered
or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”) and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.


 






    


    


    

 


3.2            Representations
and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:


 


(a)            Organization;
Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of
its organization with the requisite corporate, partnership, limited liability company or similar power and authority to enter into and
to consummate the transactions contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement by such Purchaser and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such
partnership, limited liability company or other applicable like action, on the part of such Purchaser. Each Transaction Document to which
it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as
such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating
to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.


 


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


 


(c)            Investment
Intent. Such Purchaser understands that the Shares are “restricted securities” and have not been registered under the
Securities Act or any applicable state securities law and is acquiring the Shares as principal for its own account and not with a view
to, or for distributing or reselling such Shares or any part thereof in violation of the Securities Act or any applicable state securities
laws, provided, however, that by making the representations herein, such Purchaser reserves the right, subject to the provisions
of this Agreement and the Registration Rights Agreement, to sell or otherwise dispose of all or any part of such Shares pursuant to an
effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable
federal and state securities laws. Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser
does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution
of any of the Shares (or any securities which are derivatives thereof) to or through any person or entity; such Purchaser is not a registered
broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered
as a broker-dealer.


 






    


    


    

 


(d)            Purchaser
Status. At the time such Purchaser was offered the Shares, it was, and at the date hereof it is, a “qualified institutional
buyer” or an “accredited investor” as such terms are defined under the Securities Act.


 


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


 


(f)            Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Shares and, at the present time, is able to afford a complete loss of such investment.


 


(g)           Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded
(i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company
concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access
to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties,
management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional
information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment
decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser
or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness
of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. Such Purchaser
has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition
of the Shares.


 


(h)            Certain
Trading Activities and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not,
nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases
or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the
case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s
assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other
portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets
managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to
other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors,
partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing,
for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect
to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.


 






    


    


    

 


(i)            Brokers
and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim
against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or
understanding entered into by or on behalf of the Purchaser.


 


(j)            Independent
Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to the Transaction
Documents, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel
in making such decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of
the Company to the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser
has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of the Shares. Such Purchaser understands that the Placement Agent has acted solely as the agent of the Company in
this placement of the Shares and such Purchaser has not relied on any statements or other information provided by the Placement Agent
or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made
any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents.


 


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


 


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


 


(m)            Regulation
M. Such Purchaser is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply
to sales of Common Stock and other activities with respect to the Common Stock by the Purchasers.


 


(n)            Residency.
Such Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the Shares was made (if
an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto.


 


The Company and each of the Purchasers acknowledge
and agree that no party to this Agreement has made or makes any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Article III and the Transaction Documents.


 






    


    


    

 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1            Transfer
Restrictions.


 


(a)            Compliance
with Laws. Notwithstanding any other provision of this Article IV, each Purchaser covenants that the Shares may be disposed
of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant
to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in compliance
with any applicable state and federal securities laws. In connection with any transfer of the Shares other than (i) pursuant to
an effective registration statement, (ii) to the Company, (iii) pursuant to Rule 144 (provided that the Purchaser
provides the Company with reasonable assurances (in the form of seller and, if applicable, broker representation letters) that the securities
may be sold pursuant to such rule) or (iv) in connection with a bona fide pledge as contemplated in Section 4.1(b),
the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that
such transfer does not require registration of such transferred Shares under the Securities Act. As a condition of transfer, any such
transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the
rights of a Purchaser under this Agreement and the Registration Rights Agreement with respect to such transferred Shares.


 


(b)            Legends.
The Purchasers understand that, unless provided otherwise in this Agreement, the Shares, whether certificated or uncertificated, will
be endorsed with a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c):


 


THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY
LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 






    


    


    

 


The Company acknowledges and
agrees that a Purchaser may from time to time pledge, and/or grant a security interest in, some or all of the legended Shares in connection
with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan. Such a pledge would
not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall
be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure
following default by the Purchaser transferee of the pledge. No notice shall be required of such pledge, but Purchaser’s transferee
shall promptly notify the Company of any such subsequent transfer or foreclosure. Each Purchaser acknowledges that the Company shall
not be responsible for any pledges relating to, or the grant of any security interest in, any of the Shares or for any agreement, understanding
or arrangement between any Purchaser and its pledgee or secured party. At the appropriate Purchaser’s expense, the Company will
execute and deliver such reasonable documentation as a pledgee or secured party of Shares may reasonably request in connection with a
pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of
the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder.
Each Purchaser acknowledges and agrees that, except as otherwise provided in Section 4.1(c), any Shares subject to a pledge
or security interest as contemplated by this Section 4.1(b) shall continue to bear the legend set forth in this Section 4.1(b) and
be subject to the restrictions on transfer set forth in Section 4.1(a).


 


(c)            Removal
of Legends. The legend set forth in Section 4.1(b) above shall be removed if (i) such Shares are registered
for resale under the Securities Act (provided that, if the Purchaser is selling pursuant to the effective registration statement registering
the Shares for resale, the Purchaser agrees to only sell such Shares during such time that such registration statement is effective and
not withdrawn or suspended, and only as permitted by such registration statement), (ii) such Shares are sold or transferred pursuant
to Rule 144 (if the transferor is not an Affiliate of the Company), or (iii) such Shares are eligible for resale under Rule 144(b) or
any successor provision, without volume or manner-of-sale restrictions. Following the earlier of (i) the Effective Date or (ii) Rule 144
becoming available for the resale of Shares, without volume or manner-of-sale restrictions, the Company shall cause Company Counsel to
issue to the Transfer Agent the legal opinion referred to in the Irrevocable Transfer Agent Instructions. Any fees (with respect to the
Transfer Agent, Company Counsel or otherwise) associated with the issuance of such opinion or the removal of such legend shall be borne
by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Shares, if requested
by a Purchaser, the Company shall request that the Transfer Agent remove any restrictive legends related to the Shares, whether certificated
or uncertificated, and issue a new, unlegended stock certificate or make a new, unlegended book entry for such Shares, as the case may
be, within three (3) Trading Days of any such request (such third (3rd) Trading Day, the “Legend Removal Date”),
provided that the Company has timely received from such Purchaser customary representations and other documentation reasonably acceptable
to the Company and the Transfer Agent in connection therewith and an opinion of counsel to the extent required by Section 4.1(a).
The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer
set forth in this Section 4.1(c).


 


(d)            Irrevocable
Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent, and any
subsequent transfer agent, in the form of Exhibit D attached hereto (the “Irrevocable Transfer Agent
Instructions”). The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent
Instructions referred to in this Section 4.1(d) (or instructions that are consistent therewith) will be given by
the Company to its transfer agent in connection with Section 4.1(c), and that the Shares shall otherwise be freely
transferable on the books and records of the Company as and to the extent provided in this Agreement and the other Transaction
Documents and applicable law. The Company acknowledges that a breach by it of its obligations under this Section 4.1(d) will
cause irreparable harm to a Purchaser. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations
under this Section 4.1(d) will be inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Section 4.1(d), that a Purchaser shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required.


 






    


    


    

 


(e)            Acknowledgement.
Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise
transfer the Shares or any interest therein without complying with the requirements of the Securities Act. While the Registration Statement
remains effective, each Purchaser hereunder may sell the Shares in accordance with the plan of distribution contained in the Registration
Statement and if it does so it will comply therewith and with the related prospectus delivery requirements unless an exemption therefrom
is available. Each Purchaser, severally and not jointly with the other Purchasers, agrees that if it is notified by the Company in writing
at any time that the Registration Statement registering the resale of the Shares is not effective or that the prospectus included in
such Registration Statement no longer complies with the requirements of Section 10 of the Securities Act, the Purchaser will refrain
from selling such Shares until such time as the Purchaser is notified by the Company that such Registration Statement is effective or
such prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does, sell such Shares
pursuant to an available exemption from the registration requirements of Section 5 of the Securities Act. Both the Company and its
Transfer Agent, and their respective directors, officers, employees and agents, may rely on this Section 4.1(e).


 


4.2           Furnishing
of Information. In order to enable the Purchasers to sell the Shares under Rule 144, for a period of twelve (12) months from
the Closing, the Company shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.
During such twelve (12) month period, if the Company is not required to file reports pursuant to the Exchange Act, it will prepare and
furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the
Purchasers to sell the Shares under Rule 144.


 


4.3            Integration.
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer
for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act)
that will be integrated with the offer or sale of the Shares in a manner that would require the registration under the Securities Act
of the sale of the Shares to the Purchasers, or that will be integrated with the offer or sale of the Shares for purposes of the rules and
regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless
stockholder approval is obtained before the closing of such subsequent transaction.


 






    


    


    

 


4.4            Securities
Laws Disclosure; Publicity. By 9:00 A.M., New York City time, on the Trading Day immediately following the date hereof, the Company
shall issue a press release (the “Press Release”) reasonably acceptable to the Placement Agent disclosing all material
terms of the transactions contemplated hereby. On or before 9:00 A.M., New York City time, on the second (2nd) Trading Day
immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with the Commission describing
the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K the material Transaction Documents
(including, without limitation, this Agreement and the Registration Rights Agreement)). Notwithstanding the foregoing, the Company shall
not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate
of any Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except (i) as required by federal securities law in connection
with (A) any registration statement contemplated by the Registration Rights Agreement and (B) the filing of final Transaction
Documents (including signature pages thereto) with the Commission and (ii) to the extent such disclosure is required by law,
request of the Staff of the Commission or Trading Market regulations, in which case the Company shall provide the Purchasers with prior
written notice of such disclosure permitted under this subclause (ii). From and after the issuance of the Press Release, no Purchaser
shall be in possession of any material, non-public information received from the Company, any Subsidiary or any of their respective officers,
directors, employees or agents (including the Placement Agent), that is not disclosed in the Press Release unless a Purchaser shall have
executed a separate written agreement regarding the confidentiality and use of such information. Each Purchaser, severally and not jointly
with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are required to be publicly
disclosed by the Company as described in this Section 4.4, such Purchaser will maintain the confidentiality of all disclosures
made to it in connection with this transaction (including the existence and terms of this transaction).


 


4.5            Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
including this Agreement, or as expressly required by any applicable securities law, the Company covenants and agrees that neither it,
nor any other Person acting on its behalf (including the Placement Agent), will provide any Purchaser or its agents or counsel with any
information regarding the Company that the Company believes constitutes material non-public information without the express written consent
of such Purchaser, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use
of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company.


 


4.6            Use
of Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for general corporate purposes, including
capital expenditures, working capital and repayment of debt.


 






    


    


    

 


4.7            Indemnification
of Purchasers. Subject to the provisions of this Section 4.7, the Company will indemnify and hold each Purchaser and
its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent
role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding
a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any
and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in
settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or
incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the
Company in this Agreement or in the other Transaction Documents or (b) any action instituted against a Purchaser in any capacity,
or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser, with respect
to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser’s
representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser may have
with any such shareholder or any violations by the Purchaser of state or federal securities laws or any conduct by such Purchaser which
constitutes fraud, gross negligence, willful misconduct or malfeasance). Promptly after receipt by any Person (the “Indemnified
Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any
action, proceeding or investigation in respect of which indemnity may be sought pursuant to this Section 4.7, such Indemnified
Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding
or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company shall not relieve the Company
of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In
any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed
to the retention of such counsel; (ii) the Company shall have failed promptly to assume the defense of such proceeding and to employ
counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to
such Indemnified Person, representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them or the availability of different defenses among them. The Company shall not be liable for any settlement of any
proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the
prior written consent of the Indemnified Person, which consent shall not be unreasonably withheld, delayed or conditioned, the Company
shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been
a party and indemnity could have been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release
of such Indemnified Person from all liability arising out of such proceeding. To the extent that the foregoing undertaking by the Company
may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.


 


4.8            Principal
Trading Market Listing. In the time and manner required by the Principal Trading Market, the Company shall prepare and file with
such Principal Trading Market a listing of additional shares notification covering all of the Shares and shall use its commercially reasonable
efforts to take all steps necessary to cause all of the Shares to be approved for listing on the Principal Trading Market as promptly
as possible thereafter.


 


4.9            Blue
Sky. The Company, on or before the Closing Date, shall take such action as the Company shall reasonably determine is necessary in
order to obtain an exemption for or to qualify the Shares for sale to the Purchasers under applicable securities or “Blue Sky”
laws of the states of the United States (or to obtain an exemption from such qualification) and shall provide evidence of such actions
promptly upon the written request of any Purchaser.


 


4.10         Delivery
of Shares. The Company shall deliver, or cause to be delivered, the respective Shares purchased by each Purchaser in accordance with
Section 2.1(c).


 






    


    


    

 


4.11         Subsequent
Equity Sales. From the date hereof until thirty (30) days following the Closing Date, neither the Company nor any Subsidiary shall
issue shares of Common Stock or Common Stock Equivalents. Notwithstanding anything to the contrary contained herein, the foregoing restriction
shall not apply to (a) securities required to be issued pursuant to contractual obligations of the Company in effect as of the date
of this Agreement, (b) equity securities issued or issuable pursuant to employee benefit or purchase plans in effect as of the date
of this Agreement or pursuant to bona fide employee benefit or purchase plans established during the period described in the first sentence
of this Section 4.11 and (c) the issuance of shares of Common Stock in connection with mergers or acquisitions of businesses,
entities, property or other assets, joint ventures or strategic alliances.


 


ARTICLE V. 


CONDITIONS PRECEDENT TO CLOSING


 


5.1            Conditions
Precedent to the Obligations of the Purchasers to Purchase Shares. The obligation of each Purchaser to acquire Shares at the Closing
is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing Date, of each of the following conditions,
any of which may be waived by such Purchaser (as to itself only):


 


(a)            Representations
and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all material respects
(except for those representations and warranties which are qualified as to materiality or Material Adverse Effect, in which case such
representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing Date, as though
made on and as of such date, except for such representations and warranties that speak as of a specific date.


 


(b)            Performance.
The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by it at or prior to the Closing.


 


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


 


(d)            Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for
consummation of the purchase and sale of the Shares (including all Required Approvals), all of which shall be and remain so long as necessary
in full force and effect.


 


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


 


(f)            Listing.
The NASDAQ Global Select Market shall have notified the Company that its obligation to submit the listing of additional shares
notification form for the Shares is completed.


 






    


    


    

 


(g)           No
Suspensions of Trading in Common Stock. The Common Stock shall not have been suspended, as of the Closing Date, by the Commission
or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the Commission or the Principal
Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market
or (B) by falling below the minimum listing maintenance requirements of the Principal Trading Market.


 


(h)           Company
Deliverables. The Company shall have delivered the Company Deliverables in accordance with Section 2.2(a).


 


(i)            Compliance
Certificate. The Company shall have delivered to each Purchaser a certificate, dated as of the Closing Date and signed by its Chief
Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified
in Sections 5.1(a) and (b) in the form attached hereto as Exhibit F.


 


(j)            Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.18 herein.


 


5.2            Conditions
Precedent to the Obligations of the Company to sell Shares. The Company’s obligation to sell and issue the Shares at the Closing
to the Purchasers is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions,
any of which may be waived by the Company:


 


(a)            Representations
and Warranties. The representations and warranties made by the Purchasers contained herein hereof shall be true and correct in all
material respects (except for those representations and warranties which are qualified as to materiality or Material Adverse Effect,
in which case such representations and warranties shall be true and correct in all respects) as of the date when made, and as of the
Closing Date as though made on and as of such date, except for representations and warranties that speak as of a specific date.


 


(b)            Performance.
Such Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date.


 


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


 


(d)            Consents.
The Company shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for
consummation of the purchase and sale of the Shares, all of which shall be and remain so long as necessary in full force and effect.


 


(e)            Purchasers
Deliverables. Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).


 


(f)            Termination.
This Agreement shall not have been terminated as to such Purchaser in accordance with Section 6.18 herein.


 






    


    


    

 


ARTICLE VI.

MISCELLANEOUS


 


6.1           Fees
and Expenses. The Company and the Purchasers shall each pay the fees and expenses of their respective advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party in connection with the negotiation, preparation, execution,
delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied
in connection with the sale and issuance of the Shares to the Purchasers.


 


6.2            Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At
or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further
documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.


 


6.3            Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via
facsimile (provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified
in this Section 6.3 or email attachment at the email address specified in this Section 6.3 prior to 5:00 P.M.,
New York City time, on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in this Section 6.3 or email attachment at the email address specified
in this Section 6.3 on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any Trading Day, (c) the
Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified,
or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications
shall be as follows:


 


If
to the Company:               Ribbon
Communications Inc. 


6500 Chase Oaks Boulevard 


Plano, Texas 75023 


Telephone
No.: (978) 614-8170 


Attention:
Patrick Macken 


E-mail:
pmacken@rbbn.com


 


With
a copy to:                    Troutman
Pepper Hamilton Sanders LLP 


600 Peachtree Street, N.E., Suite 3000 


Atlanta, Georgia 30308 


Telephone No.: (404) 885-3000 


Facsimile No.: (404) 962-6599 


Attention:
David W. Ghegan 


E-mail: david.ghegan@troutman.com


 


If to a Purchaser:                  To the address
set forth under such Purchaser’s name on the signature page hereto;


 






    


    


    

 


or such other address as may be designated in writing hereafter, in
the same manner, by such Person.


 


6.4            Amendments;
Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended except in a
written instrument signed, in the case of an amendment, by the Company and the Purchasers of at least a majority in interest of the Shares
subscribed for purchase pursuant to this Agreement or, in the case of a waiver, by the party against whom enforcement of any such waiver
is sought; provided, however, that the Purchase Price shall not be modified except in a written instrument signed by the Company
and each Purchaser; provided, further, that no waiver, modification, supplementation or amendment that (i) alters the Shares
allocated to a Purchaser or (ii) is unduly burdensome to a Purchaser shall be valid and enforceable against such Purchaser without
the prior written consent of such Purchaser. No waiver of any default with respect to any provision, condition or requirement of this
Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair
the exercise of any such right. No consideration shall be offered or paid to any Purchaser to amend or consent to a waiver or modification
of any provision of any Transaction Document unless the same consideration is also offered to all Purchasers who then hold Shares.


 


6.5            Construction.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their
mutual intent, and no rules of strict construction will be applied against any party. This Agreement shall be construed as if drafted
jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement or any of the Transaction Documents.


 


6.6            Successors
and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors
and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written
consent of each Purchaser. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns
or transfers any Shares in compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing
to be bound, with respect to the transferred Shares, by the terms and conditions of this Agreement that apply to the “Purchasers”.


 


6.7            No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except (i) the Placement Agent
is an intended third party beneficiary of Section 2.2, Article III and Section 4.11 hereof and (ii) each
Purchaser Party is an intended third party beneficiary of Section 4.7.


 






    


    


    

 


6.8           Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of
law thereof. Each party agrees that all Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated
by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective Affiliates, employees
or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction
of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and
agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or
that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


6.9           Survival.
Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein shall survive
the Closing and the delivery of the Shares.


 


6.10         Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic
signatures complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


6.11         Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon
a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision
in this Agreement.


 


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


 


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


 






    


    


    

 


6.14         Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a
Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or
any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or
are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other person under any law (including,
without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such
restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such enforcement or setoff had not occurred.


 


6.15         Adjustments
in Share Numbers and Prices. In the event of any stock split, subdivision, dividend or distribution payable in shares of Common Stock
(or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock),
combination or other similar recapitalization or event occurring after the date hereof and prior to the Closing, each reference in any
Transaction Document to a number of shares or a price per share shall be deemed to be amended to appropriately account for such event.


 


6.16         Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the
obligations of any other Purchaser under any Transaction Document. The decision of each Purchaser to purchase Shares pursuant to the
Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of any information, materials,
statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial
or otherwise) or prospects of the Company or any Subsidiary which may have been made or given by any other Purchaser or by any agent
or employee of any other Purchaser, and no Purchaser and any of its agents or employees shall have any liability to any other Purchaser
(or any other Person) relating to or arising from any such information, materials, statement or opinions. Nothing contained herein or
in any Transaction Document, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a
partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way
acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser acknowledges that no other Purchaser has acted as agent for such Purchaser in connection with making its investment hereunder
and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Shares or enforcing
its rights under the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including
without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary
for any other Purchaser to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by
its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience
only, Purchasers and their respective counsels have chosen to communicate with the Company through Troutman Pepper Hamilton Sanders LLP,
counsel to the Company. Each Purchaser acknowledges that Troutman Pepper Hamilton Sanders LLP has rendered legal advice to the Company
and not to such Purchaser in connection with the transactions contemplated hereby, and that each such Purchaser has relied for such matters
on the advice of its own respective counsel.


 






    


    


    

 


6.17            Termination.
This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to the Closing by either the Company
or any Purchaser (with respect to itself only) upon written notice to the other, if the Closing has not been consummated on or prior
to 5:00 P.M., New York City time, on the Outside Date; provided, however, that the right to terminate this Agreement under this
Section 6.17 shall not be available to any Person whose failure to comply with its obligations under this Agreement has been
the cause of or resulted in the failure of the Closing to occur on or before such time. Nothing in this Section 6.17 shall
be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other
Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under
this Agreement or the other Transaction Documents. In the event of a termination pursuant to this Section 6.17, the Company
shall promptly notify all non-terminating Purchasers. Upon a termination in accordance with this Section 6.17, the Company
and the terminating Purchaser(s) shall not have any further obligation or liability (including arising from such termination) to
the other, and no Purchaser will have any liability to any other Purchaser under the Transaction Documents as a result therefrom.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


	 	RIBBON COMMUNICATIONS INC.
	 	 
	 	By:	   
	 	 	Name: Bruce McClelland
	 	 	Title: President and Chief Executive Officer






 


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	 	NAME OF PURCHASER:	 



 


	 	By:	                                         
	 	Name: 
	 	Title:
	 	 
	 	Aggregate Purchase Price (Subscription Amount): $_____________
	 	 
	 	Number of Shares to be Acquired: ______________________
	 	 
	 	Certificated or Uncertificated: ______________________
	 	 
	 	Tax ID No.: ____________________
	 	 
	 	Address for Notice:
	 	 
	 	 	 	                                     
	 	 	 	 
	 	 	 	 
	 	 
	 	Telephone No.: _______________________
	 	 
	 	Facsimile No.: ________________________  
	 	 
	 	E-mail Address: ________________________
	 	 
	 	Attention: _______________________




 






    


    


    

 


EXHIBITS:


 


A:            Form of
Second Amended and Restated Registration Rights Agreement 


B-1:         Accredited
Investor Questionnaire 


B-2:         DRS
Book-Entry Questionnaire 


C:            Form of
Opinion of Company Counsel 


D:            Form of
Irrevocable Transfer Agent Instructions 


E:            Form of
Secretary’s Certificate 


F:            Form of
Officer’s Certificate 


G:            Wire
Instructions 


H:            Form of
Lock-Up Agreement 


I:             List
of Directors and Executive Officers Executing Lock-Up Agreements


 


SCHEDULES:


 


3.1(a) Subsidiaries 


3.1(g) Capitalization 


3.1(x) Registration Rights