Exhibit 10.1


 


UNDERWRITING
AGREEMENT


 


between


 


NANOVIRICIDES, INC.


 


and


 


KINGSWOOD
CAPITAL MARKETS, A DIVISION OF BENCHMARK INVESTMENTS INC.,


 


as Representative
of the Several Underwriters


 


 


 






 


 


 


 


 


 


 


 



     


     


    


 


  


NANOVIRICIDES, INC.


 


UNDERWRITING
AGREEMENT


 


New York,
New York

July 9, 2020


 


Kingswood Capital Markets, a
division of Benchmark Investments, Inc.

As Representative of the several Underwriters named on Schedule 1 attached hereto

71 Battery Place, Suite 625 


New York, New York 10004


 


Ladies and Gentlemen:


 


The undersigned,
NanoViricides, Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”)
with Kingswood Capital Markets, a division of Benchmark Investments, Inc. (hereinafter referred to as “you” (including
its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto
for which the Representative is acting as representative (the Representative and such other underwriters being collectively called
the “Underwriters” or, individually, an “Underwriter”) as follows:


 


1.                 
Purchase and Sale of Securities.


 


1.1             
Firm Shares.


 


1.1.1       
Nature and Purchase of Firm Shares.


 


(i)                
On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein
set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,369,863 (the “Firm Shares”)
of the Company’s common stock, par value $0.001 per share (the “ Common Stock “).


 


(ii)             
The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth
opposite their respective names on Schedule 1 attached hereto and made a part hereof at the purchase price of $6.716 per
Firm Share (92% of the per Firm Share offering price) with respect to each Firm Share. The Firm Shares are to be offered to the
public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1 hereof).


 


1.1.2       
Firm Shares Payment and Delivery.


 


(i)                
Delivery and payment for the Firm Shares shall be made at 10:00 a.m., Eastern time, on the second (2nd)
Business Day following the date of this Agreement or at such earlier time as shall be agreed upon by the Representative and the
Company, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 (“Representative Counsel”),
or at such other place (or remotely by facsimile or other electronic transmission) as shall be agreed upon by the Representative
and the Company. The hour and date of delivery and payment for the Firm Shares is called the “Closing Date.”






     


     


    

 


(ii)             
Payment for the Firm Shares shall be made on the Closing Date by wire transfer in Federal (same day) funds, payable
to the order of the Company upon delivery of the certificates (in form and substance satisfactory to the Underwriters) representing
the Firm Shares (or through the facilities of the Depository Trust Company (“DTC”)) for the account of the Underwriters.
The Firm Shares shall be registered in such name or names and in such authorized denominations as the Representative may request
in writing at least two (2) full Business Days prior to the Closing Date. The Company shall not be obligated to sell or deliver
the Firm Shares except upon tender of payment by the Representative for all of the Firm Shares. The term “Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.


 


1.2             
Over-allotment Option.


 


1.2.1       
Additional Shares. The Company hereby grants to the Representative an option (the “Over-allotment
Option”) to purchase up to an additional 205,479 shares of Common Stock, representing up to 15% of the Firm Shares sold
in the Offering (the “Additional Shares”) for the purpose of covering over-allotments of such securities, if
any. The Firm Shares and the Additional Shares are collectively referred to as the “Securities.” The Securities
shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Disclosure
Package and the Prospectus referred to below. The offering and sale of the Securities is herein referred to as the “Offering.”


 


1.2.2       
Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by
the Representative as to all (at any time) or any part (from time to time) of the Additional Shares within 45 days after the date
hereof. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii)
hereof. The Representative shall not be under any obligation to purchase any Additional Shares prior to the exercise of the Over-allotment
Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative,
which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of
Additional Shares to be purchased and the date and time for delivery of and payment for the Additional Shares (the “Option
Closing Date”), which shall not be later than two (2) full Business Days after the date of the notice or such other time
as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place
(including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative.
If such delivery and payment for the Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set
forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Additional Shares, subject
to the terms and conditions set forth herein, the Company shall become obligated to sell to the Representative, and the Representative
shall purchase, the number of Additional Shares specified in such notice.


 


1.2.3       
Payment and Delivery. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer
in Federal (same day) funds, payable to the order of the Company upon delivery to you of certificates (in form and substance satisfactory
to the Representative) representing the Additional Shares (or through the facilities of DTC) for the account of the Representative.
The Additional Shares shall be registered in such name or names and in such authorized denominations as the Representative may
request in writing at least one (1) full Business Day prior to the Option Closing Date. The Company shall not be obligated to sell
or deliver the Additional Shares except upon tender of payment by the Representative for applicable Additional Shares. The Option
Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous
with the Closing Date, the term “ Closing Date “ shall refer to the time and date of delivery of the Firm Shares
and Additional Shares.


 






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1.2.4       
The Underwriters shall present the book of investors of the Firm Shares and the Additional Shares to the Company
for prior approval prior to the Closing Date.


 


2.                 
Representations and Warranties of the Company. Except as set forth in the Registration Statement or the Disclosure
Package (as that term is defined herein), which Registration Statement and Disclosure Package shall qualify any representation
otherwise made herein to the extent of the disclosure contained in the Registration Statement or the Disclosure Package, the Company
represents and warrants to the Underwriters as of the Applicable Time (as defined below), as of the Closing Date and as of the
Option Closing Date, if any, as follows:


 


2.1             
Filing of Registration Statement. The Company has filed with the U.S. Securities and Exchange Commission (the
 “Commission”) a registration statement on Form S-3 (File No. 333-237370), including any related prospectus or
prospectuses, for the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”),
which registration statement was prepared by the Company in all material respects in conformity with the requirements of the Securities
Act and the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”)
and contains and will contain all material statements that are required to be stated therein in accordance with the Securities
Act and the Securities Act Regulations. Except as the context may otherwise require, such registration statement on file with the
Commission at any given time, including any amendments thereto to such time, exhibits and schedules thereto at such time, documents
filed as a part thereof or incorporated pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents
and information otherwise deemed to be a part thereof or included therein pursuant to Rule 430B of the Securities Act Regulations
(the “Rule 430B Information”) or otherwise pursuant to the Securities Act Regulations at such time, is referred
to herein as the “Registration Statement.” The Registration Statement at the time it originally became effective
is referred to herein as the “Initial Registration Statement.” If the Company files any registration statement
pursuant to Rule 462(b) of the Securities Act Regulations, then after such filing, the term “Registration Statement”
shall include such registration statement filed pursuant to Rule 462(b). The Registration Statement was declared effective by the
Commission on April 2, 2020.


 


The prospectus
in the form in which it was filed with the Commission in connection with the Initial Registration Statement is herein called the
 “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus
as so supplemented) that described the Securities and the Offering and omitted the Rule 430B Information and that was used prior
to the filing of the final prospectus supplement referred to in the following paragraph is herein called a “Preliminary
Prospectus.”


 






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Promptly
after the execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus supplement
to the Base Prospectus relating to the Securities and the Offering in accordance with the provisions of Rule 430B and Rule 424(b)
of the Securities Act Regulations. Such final prospectus supplement (including the Base Prospectus as so supplemented), in the
form filed with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.”
Any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such
prospectus.


 


“Applicable
Time” means 9:00a.m., Eastern time, on the date of this Agreement.


 


“Disclosure
Package” means any Issuer General Use Free Writing Prospectus issued at or prior to the Applicable Time, the Preliminary
Prospectus dated July 8, 2020 and the information included on Schedule 2-A hereto, all considered together.


 


“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Securities
Act Regulations (“Rule 433”), including without limitation any “free writing prospectus” (as defined
in Rule 405 of the Securities Act Regulations) relating to the Securities that is (i) required to be filed with the Commission
by the Company, (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether
or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Securities or of the Offering that does not reflect the final terms, in each case in the
form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s
records pursuant to Rule 433(g).


 


“Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution
to prospective investors (other than a “bona fide electronic road show,” as defined in Rule 433 (the “Bona
Fide Electronic Road Show”)), as evidenced by its being specified in Schedule 2-B hereto.


 


“Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free
Writing Prospectus.


 


2.2             
Exchange Act Registration. The Common Stock is registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). The Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Common Stock under the Exchange Act, nor has the Company received any notification
that the Commission is contemplating terminating either such registration.


 


2.3             
Stock Exchange Listing. The Common Stock is listed on the NYSE American LLC (the “NYSE American”),
and the Company has taken no action designed to, or likely to have the effect of delisting the Common Stock from the NYSE American,
nor has the Company received any notification that the NYSE American is contemplating terminating such listing, except as described
in the Registration Statement, the Disclosure Package and the Prospectus.


 






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2.4             
No Stop Orders, etc. Neither the Commission nor, to the Company’s knowledge, any state regulatory authority
has issued any order preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus
or has instituted or, to the Company’s knowledge, threatened to institute, any proceedings with respect to such an order.
The Company has complied with each request (if any) from the Commission for additional information.


 


2.5             
Disclosures in Registration Statement.


 


2.5.1       
Compliance with Securities Act and 10b-5 Representation.


 


(i)                
Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective (including
each deemed effective date with respect to the Underwriters pursuant to Rule 430B or otherwise under the Securities Act) complied
and will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations. The Company
was at the time of the filing of the Registration Statement eligible to use Form S-3. The Company is currently eligible to use
Form S-3 under the Securities Act. Each Preliminary Prospectus and the Prospectus, at the time each was or will be filed with the
Commission, complied and will comply in all material respects with the requirements of the Securities Act and the Securities Act
Regulations. Each Preliminary Prospectus delivered to the Underwriters for use in connection with this Offering and the Prospectus
was or will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to
the extent permitted by Regulation S-T.


 


(ii)             
Neither the Registration Statement nor any amendment thereto, at its effective time, as of the Applicable Time, at
the Closing Date or at any Option Closing Date (if any), contained, contains or will contain an untrue statement of a material
fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made not misleading.


 


(iii)           
The Disclosure Package, as of the Applicable Time, at the Closing Date or at any Option Closing Date (if any), did
not, does not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Limited
Use Free Writing Prospectus hereto does not conflict with the information contained in the Registration Statement, the Preliminary
Prospectus or the Prospectus, and each such Issuer Limited Use Free Writing Prospectus, as supplemented by and taken together with
the Preliminary Prospectus as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; provided, however, that this representation and warranty shall not apply to statements made or statements omitted
in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative
expressly for use in the Registration Statement, the Disclosure Package or the Prospectus or any amendment thereof or supplement
thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of:
the statements set forth in the “Underwriting” section of the Prospectus only insofar as such statements relate to
the names and corresponding share amounts set forth in the table of Underwriters, the amount of selling concession and re-allowance
or to over-allotment and related activities that may be undertaken by the Underwriters and the paragraph relating to stabilization
by the Underwriters (the “Underwriters’ Information”).; and


 






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(iv)            
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with
the Commission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an
untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation
and warranty shall not apply to the Underwriters’ Information.


 


2.5.2       
Disclosure of Agreements. The agreements and documents described in the Registration Statement, the Disclosure
Package and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements
or other documents required by the Securities Act and the Securities Act Regulations to be described in the Registration Statement,
the Disclosure Package and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have
not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company or
any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Disclosure
Package and the Prospectus as being a subsidiary of the Company, if any (each, a “Subsidiary” and, collectively,
the “Subsidiaries”) is a party or by which it is or may be bound or affected and (i) that is referred to in
the Registration Statement, the Disclosure Package and the Prospectus, or (ii) is material to the business of the Company or any
Subsidiary, has been duly authorized and validly executed by the Company or any Subsidiary, is in full force and effect in all
material respects and is enforceable against the Company or any Subsidiary, and, to the Company’s knowledge, the other parties
thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization
or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision
may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding
therefor may be brought. None of such agreements or instruments has been assigned by the Company or any Subsidiary, and neither
the Company, any Subsidiary nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s
knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder.
To the best of the Company’s knowledge, performance by the Company or any Subsidiary of the material provisions of such agreements
or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any
governmental or regulatory agency, body or court, domestic or foreign, having jurisdiction over the Company, any Subsidiary or
any of their respective assets or businesses (each, a “Governmental Entity”), including, without limitation,
those relating to environmental laws and regulations.


 






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2.5.3       
Prior Securities Transactions. Since January 1, 2020, no securities of the Company have been sold by the Company
or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by or under common control with the
Company, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus.


 


2.5.4       
Regulations. The disclosures in the Registration Statement, the Disclosure Package and the Prospectus concerning
the effects of federal, state, local and all foreign laws, rules and regulations relating to the respective businesses of the Company
and its Subsidiaries as currently conducted or contemplated are correct and complete in all material respects and, to the Company’s
knowledge, no other such laws, rules or regulations are required to be disclosed in the Registration Statement, the Disclosure
Package and the Prospectus which are not so disclosed.


 


2.5.5       
No Other Distribution of Offering Materials. The Company has not, directly or indirectly, distributed and
will not distribute any offering material in connection with the Offering other than any Preliminary Prospectus, the Disclosure
Package, the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 3.2 below.


 


2.6             
Changes After Dates in Registration Statement.


 


2.6.1       
No Material Adverse Change. Since the respective dates as of which information is given in the Registration
Statement, the Disclosure Package and the Prospectus, except as otherwise specifically stated or incorporated by reference therein:
(i) there has been no material adverse change in the financial position or results of operations of the Company or any Subsidiary,
nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material
adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of
the Company or any Subsidiary (a “Material Adverse Change”); (ii) there have been no material transactions entered
into by the Company or any Subsidiary, other than as contemplated pursuant to this Agreement; and (iii) no officer or director
of the Company has resigned from any position with the Company.


 


2.6.2       
Recent Securities Transactions, etc. Subsequent to the respective dates as of which information is given in
the Registration Statement, the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated
herein or disclosed in the Registration Statement, the Disclosure Package and the Prospectus, the Company has not: (i) issued any
securities, other than securities issued pursuant to the Company’s existing equity incentive or stock option plans or shares
of Common Stock issuable upon the exercise of then outstanding options, warrants and convertible securities, or incurred any liability
or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made any other distribution
on or in respect to its capital stock.


 


2.7             
Disclosures in Commission Filings. Since January 1, 2019, (i) none of the Company’s filings with the
Commission contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading; and (ii) the Company has made
all filings with the Commission required under the Exchange Act and the rules and regulations of the Commission promulgated thereunder
(the “Exchange Act Regulations”).


 






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2.8             
Independent Accountants. To the knowledge of the Company, EisnerAmper LLP (the “Auditor”),
whose report is filed with the Commission and incorporated in the Registration Statement, the Disclosure Package and the Prospectus,
is an independent registered public accounting firm as required by the Securities Act and the Securities Act Regulations and the
Public Company Accounting Oversight Board. The Auditor has not, during the periods covered by the financial statements included
in the Registration Statement, the Disclosure Package and the Prospectus, provided to the Company any non-audit services, as such
term is used in Section 10A(g) of the Exchange Act.


 


2.9             
Financial Statements, etc. The financial statements, including the notes thereto and supporting schedules
included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus, fairly present
the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such
financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end
audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and
the supporting schedules included or incorporated by reference in the Registration Statement, the Disclosure Package and the Prospectus
present fairly the information required to be stated therein. Except as included or incorporated by reference therein, no historical
or pro forma financial statements are required to be included or incorporated by reference in the Registration Statement, the Disclosure
Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial
information and the related notes, if any, included or incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities
Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation
thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred
to therein. All disclosures contained or incorporated by reference in the Registration Statement, the Disclosure Package or the
Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission),
if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable.
Each of the Registration Statement, the Disclosure Package and the Prospectus discloses all material off-balance sheet transactions,
arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities
or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or
expenses. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, (a) neither the Company
nor any of its Subsidiaries, including each entity disclosed or described in the Registration Statement, the Disclosure Package
and the Prospectus as being a Subsidiary of the Company, has incurred any material liabilities or obligations, direct or contingent,
or entered into any material transactions other than in the ordinary course of business, (b) neither the Company nor any of its
Subsidiaries has declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there
has not been any change in the capital stock of the Company or any of its Subsidiaries, (d) other than in the ordinary course of
business and consistent with the Company’s prior policies, the Company has not made any grants under any stock compensation
plan, and (e) there has not been any material adverse change in the long-term or short-term debt of the Company or any of its Subsidiaries.


 






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2.10         
Authorized Capital; Options, etc. The Company had, at the date or dates indicated in the Registration Statement,
the Disclosure Package and the Prospectus, the duly authorized, issued and outstanding capitalization as set forth therein. Based
on the assumptions stated in the Registration Statement, the Disclosure Package and the Prospectus, the Company will have on the
Closing Date the adjusted stock capitalization set forth therein. Except as set forth in, or contemplated by, the Registration
Statement, the Disclosure Package and the Prospectus, as of the Applicable Time and on the Closing Date and any Option Closing
Date, there will be no stock options, warrants, or other rights to purchase or otherwise acquire any authorized but unissued shares
of Common Stock of the Company or equity securities of any Subsidiary or any security convertible or exercisable into shares of
Common Stock of the Company or equity securities of any Subsidiary, or any contracts or commitments to issue or sell shares of
Common Stock of the Company or equity securities of any Subsidiary or any such options, warrants, rights or convertible securities.


 


2.11         
Valid Issuance of Securities, etc.


 


2.11.1   
Outstanding Securities. All issued and outstanding securities of the Company issued prior to the transactions
contemplated by this Agreement have been duly authorized and validly issued and are fully paid and non-assessable; except as set
forth in the Registration Statement, the Disclosure Package and the Prospectus, the holders thereof have no contractual rights
of rescission or the ability to force the Company to repurchase such securities with respect thereto, and are not subject to personal
liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights, rights
of first refusal or rights of participation of any holders of any security of the Company or similar contractual rights granted
by the Company. The authorized shares of Common Stock conform in all material respects to all statements relating thereto contained
in the Registration Statement, the Disclosure Package and the Prospectus. The offers and sales of the outstanding shares of Common
Stock, options, warrants and other rights to purchase or exchange such securities for shares of the Common Stock were at all relevant
times either registered under the Securities Act and the applicable state securities or “blue sky” laws or, based in
part on the representations and warranties of the purchasers of such shares of Common Stock, exempt from such registration requirements.
The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other
rights granted thereunder, as described in the Registration Statement, Disclosure Package and the Prospectus, accurately and fairly
present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.


 


2.11.2   
Securities Sold Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale
and, when issued and paid for, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not
be subject to personal liability by reason of being such holders; the Securities are not and will not be subject to the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action
required to be taken for the authorization, issuance and sale of the Securities has been duly and validly taken. The Securities
conform in all material respects to all statements with respect thereto contained in the Registration Statement, the Disclosure
Package and the Prospectus.


 






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2.12         
Registration Rights of Third Parties. Except as set forth in the Registration Statement, the Disclosure Package
and the Prospectus, no holders of any securities of the Company or any options, warrants, rights or other securities exercisable
for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities
of the Company under the Securities Act or to include any such securities in the Registration Statement or any other registration
statement to be filed by the Company.


 


2.13         
Validity and Binding Effect of Agreements. The execution, delivery and performance of this Agreement has been
duly and validly authorized by the Company, and this Agreement, when executed and delivered, will constitute, the valid and binding
agreement of the Company, enforceable against the Company in accordance with its terms, except: (i) as such enforceability may
be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability
of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the
remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and
to the discretion of the court before which any proceeding therefor may be brought.


 


2.14         
No Conflicts, etc. The execution, delivery and performance by the Company of this Agreement and all ancillary
documents, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms
hereof and thereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a material
breach of, or conflict with any of the terms and provisions of, or constitute a material default under, or result in the creation,
modification, termination or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of
its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument
to which the Company or any of its Subsidiaries is a party or as to which any property of the Company or any of its Subsidiaries
is a party; (ii) result in any violation of the provisions of the Company’s Articles of Incorporation (as the same have been
amended or restated from time to time, the “Charter”), the by-laws of the Company, the certificate of incorporation
of any Subsidiary or the bylaws of any Subsidiary (as applicable); or (iii) violate any existing applicable law, rule, regulation,
judgment, order or decree of any Governmental Entity as of the date hereof, except in the cases of clauses (i) and (iii) for such
breaches, conflicts or violations which would not reasonably be expected to have a Material Adverse Change.


 


2.15         
No Defaults; Violations. No material default exists in the due performance and observance of any term, covenant
or condition of any material license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, or any other
agreement or instrument evidencing an obligation for borrowed money, or any other material agreement or instrument to which the
Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries may be bound or to which any of
the properties or assets of the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries
is (i) in violation of any term or provision of its Charter or by-laws, or (ii) in violation of any franchise, license, permit,
applicable law, rule, regulation, judgment or decree of any Governmental Entity, except in the cases of clause (ii) for such violations
which would not reasonably be expected to result in a Material Adverse Change.


 






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2.16         
Corporate Power; Licenses; Consents.


 


2.16.1   
Conduct of Business. Except as described in the Registration Statement, the Disclosure Package and the Prospectus,
each of the Company and its Subsidiaries has all requisite corporate power and authority, and has all necessary consents, authorizations,
approvals, orders, licenses, certificates, qualifications, registrations and permits (collectively, the “Authorizations”)
of and from all Governmental Entities that it needs as of the date hereof to conduct its respective business as described in the
Registration Statement, the Disclosure Package and the Prospectus.


 


2.16.2   
Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement
and to carry out the provisions and conditions hereof, and all Authorizations required in connection therewith have been obtained.
Except for the filing of an Additional Listing Application with the NYSE American with respect to the sale of the Securities, no
Authorization of, and no filing with, any Governmental Entity is required for the valid issuance, sale and delivery of the Securities
and the consummation of the transactions and agreements contemplated by this Agreement and as contemplated by the Registration
Statement, the Disclosure Package and the Prospectus, except with respect to applicable federal and state securities laws and the
rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”).


 


2.17         
D&O Questionnaires. To the Company’s knowledge, all information contained in the questionnaires
(the “Questionnaires”) completed by each of the Company’s directors, officers and beneficial holders of
5% or more of the Company’s Common Stock immediately prior to the Offering (the “Insiders”) as supplemented
by all information concerning the Company’s directors, officers and principal shareholders as described in the Registration
Statement, the Disclosure Package and the Prospectus, as well as in the Lock-Up Agreements (as defined in Section 2.27 below),
provided to the Underwriters is true and correct in all material respects and the Company has not become aware of any information
which would cause the information disclosed in the Questionnaires to become inaccurate and incorrect in any material respect.


 


2.18         
Litigation; Governmental Proceedings. There is no material action, suit, proceeding, inquiry, arbitration,
investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving
the Company, any of its Subsidiaries or, to the Company’s knowledge, any executive officer or director which has not been
disclosed to the Representative or in the Registration Statement, the Disclosure Package and the Prospectus which is required to
be disclosed.


 


2.19         
Good Standing. The Company has been duly organized and is validly existing as a corporation and is in good
standing under the laws of its jurisdiction of incorporation, and is duly qualified to do business and is in good standing in each
other jurisdiction in which its ownership or lease of property or the conduct of business requires such qualification, except where
the failure to qualify, singularly or in the aggregate, would not have or reasonably be expected to result in a Material Adverse
Change.


 






    	 	11	 



     


    

 


2.20         
Insurance. The Company and each of its Subsidiaries carries or is entitled to the benefits of insurance (including,
without limitation, as to directors and officers insurance coverage), with reputable insurers, in such amounts and covering such
risks which the Company believes are adequate, and all such insurance is in full force and effect. The Company has no reason to
believe that it or any of its Subsidiaries will not be able (i) to renew its existing insurance coverage as and when such policies
expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business
as now conducted and at a cost that would not result in a Material Adverse Change.


 


2.21         
Transactions Affecting Disclosure to FINRA.


 


2.21.1   
Finder’s Fees. Except as described in the Registration Statement, the Disclosure Package and the Prospectus,
there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting
or origination fee by the Company or any Insider with respect to the sale of the Securities hereunder or any other arrangements,
agreements or understandings of the Company or, to the Company’s knowledge, any of its shareholders that may affect the Underwriters’
compensation, as determined by FINRA.


 


2.21.2   
Payments Within Six (6) Months. Except as described in the Registration Statement, the Disclosure Package
and the Prospectus, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person,
as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing
to the Company persons who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that
has any direct or indirect affiliation or association with any FINRA member, within the six (6) months prior to the initial filing
of the Registration Statement, other than the payment to the Underwriters as provided hereunder in connection with the Offering.


 


2.21.3   
Use of Proceeds. The Company will not pay any of the net proceeds of the Offering to any participating FINRA
member or its affiliates, except as specifically authorized herein.


 


2.21.4   
FINRA Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge,
any beneficial owner of 5% or more of any class of the Company’s securities or (iii) to the Company’s knowledge, any
beneficial owner of the Company’s unregistered equity securities which were acquired during the 180-day period immediately
preceding the filing of the Registration Statement that is an affiliate or associated person of a FINRA member participating in
the Offering (as determined in accordance with the rules and regulations of FINRA).


 






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2.21.5   
Information. All information provided by the Company in its FINRA questionnaire to Representative Counsel
specifically for use by Representative Counsel in connection with its Public Offering System filings (and related disclosure) with
FINRA is true, correct and complete in all material respects.


 


2.22         
Foreign Corrupt Practices Act. Neither the Company, nor any of its Subsidiaries, nor, to the Company’s
knowledge, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s
knowledge, any other person acting on behalf of the Company or any of its Subsidiaries, has, directly or indirectly, given or agreed
to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business)
to any customer, supplier, employee or agent of a customer or supplier, or official or employee of any governmental agency or instrumentality
of any government (domestic or foreign) or any political party or candidate for office (domestic or foreign) or other person who
was, is, or may be in a position to help or hinder the business of the Company or its Subsidiaries (or assist it in connection
with any actual or proposed transaction) that (i) might subject the Company or any of its Subsidiaries to any material damage or
penalty in any civil, criminal or governmental litigation or proceeding, (ii) if not given in the past, might have had a Material
Adverse Change or (iii) if not continued in the future, might adversely affect the assets, business, operations or prospects of
the Company or any of its Subsidiaries. The Company and each of its Subsidiaries has taken reasonable steps to ensure that its
accounting controls and procedures are sufficient to cause the Company to comply in all material respects with the Foreign Corrupt
Practices Act of 1977, as amended.


 


2.23         
Compliance with OFAC. Neither the Company, nor any of its Subsidiaries nor, to the Company’s knowledge,
any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries nor, to the Company’s knowledge,
any other person acting on behalf of the Company or any of its Subsidiaries, is currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), and the Company will
not, directly or indirectly, use the proceeds of the Offering hereunder, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently
subject to any U.S. sanctions administered by OFAC.


 


2.24         
Money Laundering Laws. The operations of the Company and each of its Subsidiaries are and have been conducted
at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions
Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company,
threatened.


 


2.25         
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act) contained in either the Registration Statement, Disclosure Package or the Prospectus has
been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.


 






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2.26         
Officers’ Certificate. Any certificate signed by any duly authorized officer of the Company and delivered
to you or to Representative Counsel shall be deemed a representation and warranty by the Company to the Underwriters as to the
matters covered thereby.


 


2.27         
Lock-Up Agreements. Schedule 3 hereto contains a complete and accurate list of the Company’s
officers, and directors (collectively, the “Lock-Up Parties”). The Company has caused each of the Lock-Up Parties
to deliver to the Representative an executed Lock-Up Agreement, in the form attached hereto as Exhibit A (the “Lock-Up
Agreement”), prior to the execution of this Agreement.


 


2.28         
 FDA. As to each product, if any, subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”)
under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured,
packaged, labeled, tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with all applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a material adverse effect on the results of operations, assets, business, prospects
or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, (a “Material Adverse Effect”).
There is no pending, completed or, to the Company's knowledge, threatened, action (including any lawsuit, arbitration, or legal
or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of its Subsidiaries,
and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from the FDA
or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses
of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical
Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal
of advertising or sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical
investigation by the Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries,
(v) enters or proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi)
otherwise alleges any violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either
individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company
have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the
FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United
States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to
approving or clearing for marketing any product being developed or proposed to be developed by the Company.


 


2.29         
Related Party Transactions.


 






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2.29.1   
Business Relationships. There are no business relationships or related party transactions involving the Company
or any other person required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have
not been described as required.


 


2.29.2   
No Relationships with Customers and Suppliers. No relationship, direct or indirect, exists between or among
the Company on the one hand, and the directors, officers, 5% or greater stockholders, customers or suppliers of the Company or
any of the Company’s affiliates on the other hand, which is required to be described in the Disclosure Package and the Prospectus
or a document incorporated by reference therein and which is not so described.


 


2.29.3   
No Unconsolidated Entities. There are no transactions, arrangements or other relationships between and/or
among the Company, any of its affiliates (as such term is defined in Rule 405 of the Securities Act) and any unconsolidated entity,
including, but not limited to, any structure finance, special purpose or limited purpose entity that could reasonably be expected
to materially affect the Company’s liquidity or the availability of or requirements for its capital resources required to
be described in the Disclosure Package and the Prospectus or a document incorporated by reference therein which have not been described
as required.


 


2.29.4   
No Loans or Advances to Affiliates. There are no outstanding loans, advances (except normal advances for business
expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers
or directors of the Company or any of their respective family members, except as disclosed in the Registration Statement, the Disclosure
Package and the Prospectus.


 


2.30         
Board of Directors. The qualifications of the persons serving as members of the Company’s Board of Directors
and the overall composition of the Board comply with the Exchange Act, the Exchange Act Regulations, the Sarbanes-Oxley Act of
2002 and the rules promulgated thereunder (the “Sarbanes-Oxley Act”) applicable to the Company and the listing
rules of the NYSE American. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an
 “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the NYSE
American. In addition, 50% of the persons serving on the Board of Directors qualify as “independent,” as defined under
the listing rules of the NYSE American.


 


2.31         
Sarbanes-Oxley Compliance.


 


2.31.1   
Disclosure Controls. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus,
the Company has developed and currently maintains disclosure controls and procedures that comply with Rule 13a-15 or 15d-15 under
the Exchange Act Regulations, and such controls and procedures are effective to the extent or except as otherwise disclosed in
the Registration Statement, the Disclosure Package and the Prospectus to ensure that all material information concerning the Company
will be made known on a timely basis to the individuals responsible for the preparation of the Company’s Exchange Act filings
and other public disclosure documents.


 






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2.31.2   
Compliance. The Company is, or at the Applicable Time and on the Closing Date will be, in material compliance
with the provisions of the Sarbanes-Oxley Act applicable to it, and has implemented or will implement such programs and taken reasonable
steps to ensure the Company’s future compliance (not later than the relevant statutory and regulatory deadlines therefor)
with all of the material provisions of the Sarbanes-Oxley Act.


 


2.32         
Accounting Controls. Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus,
the Company and each of its Subsidiaries maintains systems of “internal control over financial reporting” (as defined
under Rules 13a-15 and 15d-15 under the Exchange Act Regulations ) that comply in all material respects with the requirements of
the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial
officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal
accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s
general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in
conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. Except as disclosed in the Registration Statement, the
Disclosure Package and the Prospectus, the Company is not aware of any material weaknesses in its internal controls. The Auditor
and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant deficiencies and material
weaknesses in the design or operation of internal controls over financial reporting which are known to the Company’s management
and that have adversely affected or are reasonably likely to adversely affect the Company’ ability to record, process, summarize
and report financial information; and (ii) any fraud known to the Company’s management, whether or not material, that involves
management or other employees who have a significant role in the Company’s internal controls over financial reporting.


 


2.33         
No Investment Company Status. The Company is not and, after giving effect to the Offering and the application
of the proceeds thereof as described in the Registration Statement, the Disclosure Package and the Prospectus, will not be, required
to register as an “investment company,” as defined in the Investment Company Act of 1940, as amended.


 


2.34         
No Labor Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or,
to the knowledge of the Company, is imminent. The Company is not aware that any key employee or significant group of employees
of the Company or any Subsidiary plans to terminate employment with the Company or such Subsidiary.


 


2.35         
Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses or has valid rights
to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations,
copyrights, licenses, inventions, trade secrets software, databases, know-how, internet domain names, other unpatented and/or un-patentable
proprietary confidential information systems, processes or procedures and similar rights (“Intellectual Property Rights”)
necessary for the conduct of the business of the Company or such Subsidiary as currently carried on and as described in the Registration
Statement, the Disclosure Package and the Prospectus. The Intellectual Property licenses described in the Registration Statement,
Disclosure Package and the Prospectus are validly executed by, binding upon and enforceable against the Company in accordance with
their respective terms. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for
the conduct of their respective businesses as currently carried on and as described in the Registration Statement and the Prospectus
will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither
the Company nor any Subsidiary has received any notice alleging any such infringement, fee or conflict with asserted Intellectual
Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material
Adverse Change or as otherwise as disclosed in the Registration Statement, the Disclosure Package and the Prospectus (A) there
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights
of the Company or any of its Subsidiaries in or to any such Intellectual Property Rights, and the Company is unaware of any facts
which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims
in this Section 2.35, reasonably be expected to result in a Material Adverse Change; (B) the Intellectual Property Rights owned
by the Company or any of its Subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the
Company or any of its Subsidiaries have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole
or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others
challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would
form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this
Section 2.35, reasonably be expected to result in a Material Adverse Change; (C) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its Subsidiaries infringes, misappropriates
or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any of its
Subsidiaries has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable
basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.35, reasonably
be expected to result in a Material Adverse Change; and (D) to the Company’s knowledge, no employee of the Company or any
of its Subsidiaries is in or has ever been in violation in any material respect of any term of any employment contract, patent
disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement
or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment
with the Company or any of its Subsidiaries, or actions undertaken by the employee while employed with the Company or any of its
Subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the
Company’s knowledge, all material technical information developed by and belonging to the Company or any of its Subsidiaries
which has not been patented has been kept confidential. Neither the Company nor any of its Subsidiaries is a party to or bound
by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are
required to be set forth in the Registration Statement, the Disclosure Package and the Prospectus and are not described therein.
The Registration Statement, the Disclosure Package and the Prospectus contain in all material respects the same description of
the matters set forth in the preceding sentence. None of the technology employed by the Company or any of its Subsidiaries has
been obtained or is being used by the Company or any of its Subsidiaries in violation of any contractual obligation binding on
the Company or any of its Subsidiaries or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise
in violation of the rights of any persons.


 






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2.36         
Taxes. Each of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to
be filed with taxing authorities prior to the date hereof or has duly obtained extensions of time for the filing thereof. Each
of the Company and its Subsidiaries has paid all taxes (as hereinafter defined) shown as due on such returns that were filed and
has paid all taxes imposed on or assessed against the Company or such respective Subsidiary. The provisions for taxes payable,
if any, shown on the financial statements filed with or as part of the Registration Statement are sufficient for all accrued and
unpaid taxes, whether or not disputed, and for all periods to and including the dates of such consolidated financial statements.
Except as disclosed in writing to the Underwriters, (i) no issues have been raised (and are currently pending) by any taxing authority
in connection with any of the returns or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes
of limitation with respect to the returns or collection of taxes have been given by or requested from the Company or its Subsidiaries.
The term “taxes” mean all federal, state, local, foreign and other net income, gross income, gross receipts,
sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise,
severance, stamp, occupation, premium, property, windfall profits, customs, duties or other taxes, fees, assessments or charges
of any kind whatever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto.
The term “returns” means all returns, declarations, reports, statements and other documents required to be filed
in respect to taxes


 


2.37         
Compliance with Environmental Laws. Except as described in the Registration Statement, the Disclosure Package
and the Prospectus, (i) neither the Company nor any of its Subsidiaries is in material violation of any federal, state, local or
foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human
health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata)
or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants,
contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous
Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials (collectively, “Environmental Laws ), (ii) the Company and each of its Subsidiaries has all
material permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their
requirements, (iii) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating
to any Environmental Law against the Company or any of its Subsidiaries and (iv) to the Company’s knowledge, there are no
events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its Subsidiaries
relating to Hazardous Materials or any Environmental Laws.


 






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2.38         
ERISA Compliance. The Company and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company or its “ERISA Affiliates” (as defined below) are in compliance in all material
respects with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations
described in Sections 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published
interpretations thereunder (the “Code”) of which the Company is a member. No “reportable event”
(as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan”
established or maintained by the Company or any of its ERISA Affiliates. No “employee benefit plan” established or
maintained by the Company or any of its ERISA Affiliates, if such “employee benefit plan” were terminated, would have
any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company nor any of its ERISA Affiliates
has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of,
or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each “employee
benefit plan” established or maintained by the Company or any of its ERISA Affiliates that is intended to be qualified under
Section 401(a) of the Code is so qualified and, to the knowledge of the Company, nothing has occurred, whether by action or failure
to act, which would cause the loss of such qualification. The execution of this Agreement, or consummation of the Offering does
not constitute a triggering event under any employee benefit plan or any other employment contract, whether or not legally enforceable,
which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance
pay or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee or
director of the Company other than an event that is not material to the financial condition or business of the Company.


 


2.39         
Compliance with Laws. The Company and each of its Subsidiaries: (A) is and at all times has been in compliance
with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing,
use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured
or distributed by the Company (“Applicable Laws”), except as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Change; (B) possesses all material Authorizations and such Authorizations are valid and
in full force and effect and are not in material violation of any term of any such Authorizations; (C) has not received notice
of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental
Entity or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations
and has no knowledge that any such governmental authority or third party is considering any such claim, litigation, arbitration,
action, suit, investigation or proceeding; (D) has not received notice that any Governmental Entity has taken, is taking or intends
to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such governmental authority
is considering such action; and (E) has filed, obtained, maintained or submitted all material reports, documents, forms, notices,
applications, records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and
that all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were
complete and correct on the date filed (or were corrected or supplemented by a subsequent submission).


 






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2.40         
Smaller Reporting Company. As of the effective date, or deemed effective date, of the Registration Statement,
the Company was a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act Regulations.


 


2.41         
Industry Data. The statistical and market-related data included in each of the Registration Statement, the
Disclosure Package and the Prospectus are based on or derived from sources that the Company reasonably and in good faith believes
are reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from
such sources.


 


2.42         
Margin Securities. The Company does not own any “margin securities” as that term is defined in
Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none
of the proceeds of Offering will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security,
for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security
or for any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within
the meanings of Regulation T, U or X of the Federal Reserve Board.


 


2.43         
Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would cause the Offering to be integrated with prior offerings by the Company for purposes of the Securities Act that would
require the registration of any such securities under the Securities Act.


 


2.44         
Title. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the Company
and each of its Subsidiaries has good and marketable title in fee simple to, or has valid rights to lease or otherwise use, all
items of real or personal property that are material to its respective business, free and clear of all liens, encumbrances, security
interests, claims and defects that do not, singularly or in the aggregate, materially affect the business of the Company or its
Subsidiaries and do not interfere with the use made of such property by the Company or its Subsidiaries; and all of the leases
and subleases material to the business of the Company and each of its Subsidiaries, and under which the Company or any of its Subsidiaries
holds properties described in the Registration Statement, the Disclosure Package and the Prospectus, are, to the Company’s
knowledge in full force and effect, and neither the Company nor any of its Subsidiaries has received any notice of any material
claim of any sort that have been asserted by anyone adverse to the rights of the Company or such Subsidiaries under any of the
leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiaries to the continued
possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.


 


2.45         
Confidentiality and Non-Competitions. To the Company’s knowledge, no director, officer, key employee
or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement
with any employer or prior employer that could materially affect his ability to be and act in his respective capacity of the Company
or be expected to result in a Material Adverse Change.


 






    	 	19	 



     


    

 


3.                 
Covenants of the Company. The Company covenants and agrees as follows:


 


3.1             
Amendments to Registration Statement. The Company shall deliver to the Representative, prior to filing, any
amendment or supplement to the Registration Statement, any Preliminary Prospectus, Disclosure Package or Prospectus proposed to
be filed and shall not file any such document to which the Representative shall reasonably object in writing.


 


3.2             
Federal Securities Laws.


 


3.2.1       
Compliance. The Company, subject to Section 3.2.2, shall comply with the requirements of Rule 424(b) and Rule
430B of the Securities Act Regulations, and will notify the Representative promptly, and confirm the notice in writing, (i) when
any post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure
Package or the Prospectus shall have been filed and when any post-effective amendment to the Registration Statement shall become
effective; (ii) of the receipt of any comments from the Commission; (iii) of any request by the Commission for any amendment to
the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Disclosure Package or the Prospectus
or for additional information; (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment or of any order preventing or suspending the use of any Preliminary Prospectus, the Disclosure
Package or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d)
or 8(e) of the Securities Act concerning the Registration Statement; and (v) if the Company becomes the subject of a proceeding
under Section 8A of the Securities Act in connection with the Offering of the Securities. The Company shall effect all filings
required under Rule 424(b) of the Securities Act Regulations, in the manner and within the time period required by Rule 424(b)
(without reliance on Rule 424(b)(8)), and shall take such steps as it deems necessary to ascertain promptly whether the form of
prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not,
it will promptly file such prospectus. The Company shall use its best efforts to prevent the issuance of any stop order, prevention
or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.


 


3.2.2       
Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the
Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Securities as contemplated
in this Agreement and in the Registration Statement, the Disclosure Package and the Prospectus. If at any time when a prospectus
relating to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule
172”), would be) required by the Securities Act to be delivered in connection with sales of the Securities, any event
shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for
the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading; (ii) amend or supplement the Disclosure Package or the Prospectus in order that the Disclosure Package or the Prospectus,
as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser
or (iii) amend the Registration Statement or amend or supplement the Disclosure Package or the Prospectus, as the case may be,
in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A)
give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration Statement, the Disclosure Package or the Prospectus comply with such requirements and,
a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or
supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any
such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will
furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The
Company has given the Representative notice of any filings made pursuant to the Exchange Act or the Exchange Act Regulations within
48 hours prior to the Applicable Time; the Company will give the Representative notice of its intention to make any such filing
from the Applicable Time to the Closing Date and will furnish the Representative with copies of any such documents a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative
or counsel for the Underwriters shall reasonably object.


 






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3.2.3       
Exchange Act Registration. For a period of three (3) years after the date of this Agreement, the Company shall
use its reasonable best efforts to maintain the registration of the Common Stock under the Exchange Act, provided that such provision
shall not prevent a sale, merger or similar transaction involving the Company. The Company shall not, for a period of three (3)
years after the date of this Agreement, deregister the Common Stock under the Exchange Act without the prior written consent of
the Representative, which consent shall not be unreasonably withheld.


 


3.2.4       
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative,
it shall not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise
constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission
or retained by the Company under Rule 433; provided that the Representative shall be deemed to have consented to each Issuer General
Use Free Writing Prospectus hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i)
that has been reviewed by the Representative. The Company represents that it has treated or agrees that it will treat each such
free writing prospectus consented to, or deemed consented to, by the Underwriters as an “issuer free writing prospectus,”
as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto,
including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of
an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing
Prospectus conflicted or would conflict with the information contained in the Registration Statement or included or would include
an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the
Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct
such conflict, untrue statement or omission.


 






    	 	21	 



     


    

 


3.3             
Delivery to the Underwriters of Registration Statements. The Company has delivered or made available or shall
deliver or make available to the Representative and counsel for the Representative, if requested, without charge, signed copies
of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith) and signed copies
of all consents and certificates of experts, and will also deliver to the Underwriters, without charge, a conformed copy of the
Registration Statement as originally filed and each amendment thereto (without exhibits) for each of the Underwriters. The copies
of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


3.4             
Delivery to the Underwriters of Prospectuses. The Company has delivered or made available or will deliver
or make available to each Underwriter, without charge, as many copies of each Preliminary Prospectus, Disclosure Package and the
Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted
by the Securities Act. The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating
to the Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations, would be) required to be
delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request. The Preliminary Prospectus, the Disclosure Package, the Prospectus and any amendments or supplements thereto
furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant
to EDGAR, except to the extent permitted by Regulation S-T.


 


3.5             
Listing. The Company shall use its reasonable best efforts to maintain the listing of the Common Stock (including
the Securities) on the NYSE American or The Nasdaq Stock Market LLC for at least three years from the date of this Agreement; provided
that such provision shall not prevent a sale, merger or similar transaction involving the Company.


 


3.6             
Payment of Expenses. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date,
if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company
under this Agreement, including, but not limited to: (a) all filing fees and expenses relating to the registration of the Securities
with the Commission; (b) all fees and expenses relating to the listing of the Company’s Common Stock on NYSE American; (c)
all fees, expenses and disbursements relating to the registration or qualification of the securities under the “blue sky”
securities laws of such states and other jurisdictions as the Representative may reasonably designate (including, without limitation,
all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel,
which will be the Representative’s counsel) unless such filings are not required in connection with the Company’s proposed
listing on a national exchange, if applicable; (d) all fees, expenses and disbursements relating to the registration, qualification
or exemption of the Securities under the securities laws of such foreign jurisdictions as the Representative may reasonably designate;
(e) the costs of all mailing and printing of the Offering documents; (f) transfer and/or stamp taxes, if any, payable upon the
transfer of securities from the Company to the Representative; and (g) the fees and expenses of the Company’s accountants;
and (h) a maximum of $50,000 for fees and expenses including “road show”, diligence, and reasonable legal fees and
disbursements for the Representative’s counsel. For the sake of clarity, it is understood and agreed that the Company shall
be responsible for the Representative’s external counsel legal costs detailed in this Section 3.6 irrespective of whether
the Offering is consummated or not, subject to the $50,000 maximum in the event that there is not a Closing. The Representative
may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any,
the expenses set forth herein to be paid by the Company to the underwriters.


 






    	 	22	 



     


    

 


3.7             
[Intentionally Omitted].


 


3.8             
Application of Net Proceeds. The Company shall apply the net proceeds from the Offering received by it in
a manner consistent with the application thereof described under the caption “Use of Proceeds” in the Registration
Statement, the Disclosure Package and the Prospectus.


 


3.9             
Stabilization. Neither the Company nor, to its knowledge, any of its employees, directors or shareholders
(without the consent of the Representative) has taken or shall take, directly or indirectly, any action designed to or that has
constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.


 


3.10         
Internal Controls. The Company shall maintain and shall cause each of its Subsidiaries to maintain a system
of internal accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with
management’s general or specific authorization; (ii) transactions are recorded as necessary in order to permit preparation
of financial statements in accordance with GAAP and to maintain accountability for assets; (iii) access to assets is permitted
only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is
compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences.


 


3.11         
Accountants. As of the date of this Agreement, the Company shall retain an independent registered public accounting
firm, as required by the Securities Act and the Regulations and the Public Company Accounting Oversight Board, reasonably acceptable
to the Representative. The Representative acknowledges that the Auditor is acceptable to the Representative.


 


3.12         
FINRA. For a period of 90 days from the later of the Closing Date or the Option Closing Date (if any), the
Company shall advise the Representative (who shall make an appropriate filing with FINRA) if it is or becomes aware that (i) any
officer or director of the Company, (ii) any beneficial owner of 5% or more of any class of the Company’s securities or (iii)
any beneficial owner of the Company’s unregistered equity securities which were acquired during the 180 days immediately
preceding the filing of the Registration Statement is or becomes an affiliate or associated person of a FINRA member participating
in the Offering (as determined in accordance with the rules and regulations of FINRA).


 






    	 	23	 



     


    

 


3.13         
No Fiduciary Duties. The Company acknowledges and agrees that the Underwriters’ responsibility to the
Company is solely contractual in nature and that none of the Underwriters or their affiliates or any selling agent shall be deemed
to be acting in a fiduciary capacity, or otherwise owes any fiduciary duty to the Company or any of its affiliates in connection
with the Offering and the other transactions contemplated by this Agreement.


 


3.14         
Company Lock-Up Agreement. The Company, on behalf of itself and any successor entity, agrees that, without
the prior written consent of the Representative, it will not, during the period of sixty (60) days from the Closing Date (the “Lock-Up
Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company; or (ii) file or cause to be filed any registration statement with the Commission relating to the offering
of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company. Nothing contained in this Section 3-14 shall prohibit the Company from conducting an at-the-market public
offering of the Company’s securities provided that the Representative acts as co-manager in connection with such at-the-market
offering.


 


The restrictions
contained in this Section 3.14 shall not apply to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of
shares of Common Stock upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date hereof,
which is disclosed in the Registration Statement, Disclosure Package and Prospectus and (iii) the issuance by the Company of stock
options under any equity compensation plan of the Company.


 


3.15         
Release of D&O Lock-up Period. If the Representative, in its sole discretion, agrees to release or waive
the restrictions set forth in the Lock-Up Agreements described in Section 2.27 hereof for an officer, director or shareholder of
the Company, the Representative shall provide the Company with notice of the impending release or waiver at least three (3) Business
Days before the effective date of the release or waiver, the Company agrees if required by applicable law to announce the impending
release or waiver by a press release substantially in the form of Exhibit B hereto through a major news service at least
two (2) Business Days before the effective date of the release or waiver.


 


3.16         
Blue Sky Qualifications. The Company shall use its best efforts, in cooperation with the Underwriters, if
necessary, to qualify the Securities for offering and sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representative may designate and to maintain such qualifications in effect so long as required to
complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent
to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not
so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so
subject.


 






    	 	24	 



     


    

 


3.17         
Reporting Requirements. The Company, during the period when a prospectus relating to the Securities is (or,
but for the exception afforded by Rule 172, would be) required to be delivered under the Securities Act, will file all documents
required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and
Exchange Act Regulations.


 


3.18         
Press Releases. Prior to the Closing Date and any Option Closing Date, the Company shall not issue any press
release or other communication directly or indirectly or hold any press conference with respect to the Company, its condition,
financial or otherwise, or earnings, business affairs or business prospects (except for routine oral marketing communications in
the ordinary course of business and consistent with the past practices of the Company and of which the Representative is notified),
without the prior written consent of the Representative, which consent shall not be unreasonably withheld, unless in the judgment
of the Company and its counsel, and after notification to the Representative, such press release or communication is required by
law.


 


3.19         
Sarbanes-Oxley. The Company shall at all times comply with all applicable provisions of the Sarbanes-Oxley
Act in effect from time to time.


 


4.                 
Conditions of Underwriters’ Obligations. The obligations of the Underwriters to purchase and pay for
the Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the
Company as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the
statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company of its obligations
hereunder; and (iv) the following conditions:


 


4.1             
Regulatory Matters.


 


4.1.1       
Absence of Certain Commission Actions; Required Filings. At each of the Closing Date and any Option Closing
Date, no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto shall have
been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
shall have been issued and no proceedings for any of those purposes shall have been instituted or are pending or, to the Company’s
knowledge, contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional
information. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within
the time frame required by Rule 424(b) under the Securities Act Regulations (without reliance on Rule 424(b)(8)) or a post-effective
amendment providing such information shall have been filed with, and declared effective by, the Commission in accordance with the
requirements of Rule 430B under the Securities Act Regulations.


 






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4.1.2       
FINRA Clearance. On or before the date of this Agreement, the Representative shall have received clearance
from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.


 


4.1.3       
NYSE American Stock Market Clearance. On or before the Closing Date, the Firm Shares, and on or before the
Option Closing Date, the Additional Shares, shall have been approved for listing on the NYSE American.


 


4.2             
Company Counsel Matters.


 


4.2.1       
Closing Date Opinion of Counsel to the Company. On the Closing Date, the Representative shall have received
the favorable opinion of McCarter & English, LLP, and a written statement providing certain “10b-5” negative assurances,
dated the Closing Date and addressed to the Representative, substantially in the form attached hereto as Exhibit C.


 


4.2.2       
Option Closing Date Opinion of Counsel. On the Option Closing Date, if any, the Representative shall have
received the favorable opinion of counsel listed in Section 4.2.1, dated the Option Closing Date, addressed to the Representative
and in form and substance reasonably satisfactory to the Representative, confirming as of the Option Closing Date, the statements
made by such counsel in its opinion delivered on the Closing Date.


 


4.2.3       
Reliance. In rendering such opinions, such counsel may rely: (i) as to matters involving the application of
laws other than the laws of the United States and jurisdictions in which they are admitted, to the extent such counsel deems proper
and to the extent specified in such opinion, if at all, upon an opinion or opinions (in form and substance reasonably satisfactory
to the Representative) of other counsel reasonably acceptable to the Representative, familiar with the applicable laws; and (ii)
as to matters of fact, to the extent they deem proper, on certificates or other written statements of officers of the Company and
officers of departments of various jurisdictions having custody of documents respecting the corporate existence or good standing
of the Company, provided that copies of any such statements or certificates shall be delivered to Representative Counsel if requested.
The opinion referred to in Sections 4.2.1 above and any related Option Closing Date opinion shall include a statement to the effect
that it may be relied upon by Representative Counsel in its written statement providing certain “10b-5” negative assurances
delivered to the Underwriters.


 


4.3             
Comfort Letters.


 


4.3.1       
Cold Comfort Letter. At the time this Agreement is executed you shall have received a cold comfort letter
containing statements and information of the type customarily included in accountants’ comfort letters with respect to the
financial statements and certain financial information contained in the Registration Statement, the Disclosure Package and the
Prospectus, addressed to the Representative and in form and substance satisfactory in all respects to you and to Representative
Counsel from the Auditor, dated such date.


 


4.3.2       
Bring-down Comfort Letter. At each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received from the Auditor a letter, dated as of the Closing Date or the Option Closing Date, as applicable, to the effect
that the Auditor reaffirms the statements made in the letter furnished pursuant to Section 4.3.1, except that the specified date
referred to shall be a date not more than one (1) business day prior to the Closing Date or the Option Closing Date, as applicable.


 






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4.4             
Officers’ Certificates.


 


4.4.1       
Officers’ Certificate. The Company shall have furnished to the Representative a certificate, dated the
Closing Date and any Option Closing Date (if such date is other than the Closing Date), of its Chief Executive Officer and its
Chief Financial Officer or Chief Operating Officer stating that (i) such officers have carefully examined the Registration Statement,
the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement
and each amendment thereto, as of the Applicable Time and as of the date of this Agreement and as of the Closing Date (or any Option
Closing Date if such date is other than the Closing Date) did not include any untrue statement of a material fact and did not omit
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Disclosure
Package, as of the Applicable Time and as of the Closing Date (or any Option Closing Date if such date is other than the Closing
Date), any Issuer Free Writing Prospectus as of its date and as of the Closing Date (or any Option Closing Date if such date is
other than the Closing Date), the Prospectus and each amendment or supplement thereto, as of the respective date thereof and as
of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since
the date of this Agreement, no event has occurred which should have been set forth in a supplement or amendment to the Registration
Statement, the Disclosure Package or the Prospectus, (iii) to the best of their knowledge after reasonable investigation, as of
the Closing Date (or any Option Closing Date if such date is other than the Closing Date), the representations and warranties of
the Company in this Agreement are true and correct in all material respects and the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date (or any Option Closing
Date if such date is other than the Closing Date), and (iv) there has not been, subsequent to the date of the most recent audited
financial statements included or incorporated by reference in the Disclosure Package, any material adverse change in the financial
position or results of operations of the Company, or any change or development that, singularly or in the aggregate, would involve
a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results
of operations, business, assets or prospects of the Company, except as set forth in the Prospectus.


 


4.4.2       
Secretary’s Certificate. At each of the Closing Date and the Option Closing Date, if any, the Representative
shall have received a certificate of the Company signed by the Secretary or the Assistant Secretary of the Company, dated the Closing
Date or the Option Date, as the case may be, respectively, certifying: (i) that each of the Charter and Bylaws is true and complete,
has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating
to the Offering are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence
between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents
referred to in such certificate shall be attached to such certificate.


 






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4.5             
No Material Changes. Prior to and on each of the Closing Date and each Option Closing Date, if any: (i) there
shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects
or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth
in the Registration Statement and no material change in the capital stock or debt of the Company, the Disclosure Package and the
Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company
or, to the Company’s knowledge, any Insider before or by any court or federal or state commission, board or other administrative
agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or
financial condition or income of the Company, except as set forth in the Registration Statement, the Disclosure Package and the
Prospectus; (iii) no stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated
or threatened by the Commission; (iv) no action shall have been taken and no law, statute, rule, regulation or order shall have
been enacted, adopted or issued by any Governmental Entity which would prevent the issuance or sale of the Securities or materially
and adversely affect or potentially materially and adversely affect the business or operations of the Company; (v) no injunction,
restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which
would prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely
affect the business or operations of the Company and (vi) the Registration Statement, the Disclosure Package and the Prospectus
and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance
with the Securities Act and the Securities Act Regulations and shall conform in all material respects to the requirements of the
Securities Act and the Securities Act Regulations, and neither the Registration Statement, the Disclosure Package, the Prospectus
nor any Issuer Free Writing Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.


 


4.6             
No Material Misstatement or Omission. The Underwriters shall not have discovered and disclosed to the Company
on or prior to the Closing Date and any Option Closing Date that the Registration Statement or any amendment or supplement thereto
contains an untrue statement of a fact which, in the opinion of counsel for the Underwriters, is material or omits to state any
fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements
therein not misleading, or that the Registration Statement, Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus
or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material
or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements,
in the light of the circumstances under which they were made, not misleading. 





 


4.7             
Corporate Proceedings. All corporate proceedings and other legal matters incident to the authorization, form
and validity of each of this Agreement, the Securities, the Registration Statement, the Disclosure Package, each Issuer Free Writing
Prospectus, if any, and the Prospectus and all other legal matters relating to this Agreement and the transactions contemplated
hereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnished
to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.


 






    	 	28	 



     


    




 


4.8             
Delivery of Lock-Up Agreements. On or before the date of this Agreement, the Company shall have delivered
to the Representative executed copies of the Lock-Up Agreements from each of the persons listed in Schedule 3 hereto.


 


4.9             
Good Standing Certificates.  On the Closing Date and the Option Closing Date, if any, the Company shall have
delivered to the Representative a certificate of good standing from the State of Nevada for the Company


 


4.10         
Additional Documents. At the Closing Date and at each Option Closing Date (if any), Representative Counsel
shall have been furnished with such documents and opinions as they may require for the purpose of enabling Representative Counsel
to deliver an opinion to the Underwriters, or in order to evidence the accuracy of any of the representations or warranties, or
the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance
and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Representative and Representative
Counsel.


 


5.                 
Indemnification.


 


5.1             
Indemnification by the Company. The Company shall indemnify and hold harmless each Underwriter, its affiliates
and each of its and their respective directors, officers, members, employees, representatives and agents and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Securities Act of or Section 20 of the Exchange Act (collectively
the “Underwriter Indemnified Parties,” and each a “Underwriter Indemnified Party”) against
any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which
such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage,
expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing
Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the Securities
Act Regulations, or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference therein, or
(B) the omission or alleged omission to state in any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer
Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of the
Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto or document incorporated by reference
therein, a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse
the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter
Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a third party
witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation
or proceeding, as such fees and expenses are incurred; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage, expense or liability arises out of or is based upon an untrue statement in, or
omission from any Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus or the Prospectus,
or any such amendment or supplement thereto, or made in reliance upon and in conformity with written information furnished to the
Company through the Representative by or on behalf of any Underwriter specifically for use therein, which information the parties
hereto agree is limited to the Underwriters’ Information. This indemnity agreement is not exclusive and will be in addition
to any liability, which the Company might otherwise have and shall not limit any rights or remedies which may otherwise be available
at law or in equity to each Underwriter Indemnified Party.


 



    	 	29	 



     


    




 


5.2             
Indemnification by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold
harmless the Company, the Company’s directors, its officers who signed the Registration Statement and each person, if any,
who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively
the “Company Indemnified Parties” and each a “Company Indemnified Party”) against any loss,
claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Company
Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability,
action, investigation or proceeding arises out of or is based upon (i) any untrue statement of a material fact contained in any
Registration Statement, Preliminary Prospectus, Disclosure Package, Issuer Free Writing Prospectus, any “issuer information”
filed or required to be filed pursuant to Rule 433(d) of the Securities Act Regulations, or the Prospectus, or in any amendment
or supplement thereto, or (ii) the omission to state in any Registration Statement, Preliminary Prospectus, Disclosure Package,
Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d)
of the Securities Act Regulations, or the Prospectus, or in any amendment or supplement thereto, a material fact required to be
stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that the untrue
statement or omission was made in reliance upon and in conformity with written information furnished to the Company through the
Representative by or on behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited
to the Underwriters’ Information and shall reimburse the Company for any legal or other expenses reasonably incurred by such
party in connection with investigating or preparing to defend or defending against or appearing as third party witness in connection
with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. Notwithstanding
the provisions of this Section 5.2, in no event shall any indemnity by an Underwriter under this Section 5.2 exceed the total discount
and commission received by such Underwriter in connection with the Offering.


 


5.3             
Procedure. Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement
of any action, the indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party under this
Section 5, notify such indemnifying party in writing of the commencement of that action; provided, however, that
the failure to notify the indemnifying party shall not relieve it from any liability which it may have under this Section 5 except
to the extent it has been materially adversely prejudiced by such failure; and, provided, further, that the failure
to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnified party otherwise than
under this Section 5. If any such action shall be brought against an indemnified party, and it shall notify the indemnifying party
thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any other
similarly notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified
party (which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party).
After notice from the indemnifying party to the indemnified party of its election to assume the defense of such action, except
as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 5 for any legal or other
expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs
of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action
and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation)
shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing
by the Company in the case of a claim for indemnification under 5.1 or the Representative in the case of a claim for indemnification
under Section 5.2, (ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses
available to it which are different from or additional to those available to the indemnifying party, or (iii) the indemnifying
party has failed to assume the defense of such action and employ counsel reasonably satisfactory to the indemnified party within
a reasonable period of time after notice of the commencement of the action or the indemnifying party does not diligently defend
the action after assumption of the defense, in which case, if such indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right
to assume the defense of (or, in the case of a failure to diligently defend the action after assumption of the defense, to continue
to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsible for legal or other expenses
subsequently incurred by such indemnified party in connection with the defense of such action; provided, however,
that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees
and expenses of more than one separate firm of attorneys at any time any such indemnified party (in addition to any local counsel),
which firm shall be designated in writing by the Representative if the indemnified party under this Section 5 is an Underwriter
Indemnified Party or by the Company if an indemnified party under this Section 5 is a Company Indemnified Party. Subject to this
Section 5.3, the amount payable by an indemnifying party under Section 5 shall include, but not be limited to, (x) reasonable legal
fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defending
against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation,
proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending
or threatened action or any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section
5 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent
(i) includes an unconditional release of each indemnified party in form and substance reasonably satisfactory to such indemnified
party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of the following sentence,
no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever that is effected
without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written consent,
if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the indemnifying
party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement
or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the indemnified
party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated herein effected without its written consent if (i) such settlement is entered into more than forty-five (45) days
after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.


 






    	 	30	 



     


    

 


5.4             
Contribution. If the indemnification provided for in this Section 5 is unavailable or insufficient to hold
harmless an indemnified party under Section 5.1 or Section 5.2, then each indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid, payable or otherwise incurred by such indemnified party as a result of such loss,
claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof), as incurred, (i) in such proportion
as shall be appropriate to reflect the relative benefits received by the Company on the one hand and each of the Underwriters on
the other hand from the Offering, or (ii) if the allocation provided by clause (i) of this Section 5.4 is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 5.4
but also the relative fault of the Company on the one hand and the Underwriters on the other with respect to the statements, omissions,
acts or failures to act which resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding
in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total
proceeds from the Offering purchased under this Agreement (before deducting expenses) received by the Company bear to the total
underwriting discount and commissions received by the Underwriters in connection with the Offering, in each case as set forth in
the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and the Underwriters on the other
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished
to the Company through the Representative by or on behalf of any Underwriter for use in any Preliminary Prospectus, any Registration
Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriters’ Information.
The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.4 be
determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations
referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability,
action, investigation or proceeding referred to above in this Section 5.4 shall be deemed to include, for purposes of this Section
5.4, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend
or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss,
claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 5.4, no
Underwriter shall be required to contribute any amount in excess of the total discount and commission received by such Underwriter
in connection with the Offering less the amount of any damages which such Underwriter has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure to act or alleged
failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligation
to contribute as provided in this Section 5.4 are several and in proportion to their respective underwriting obligation, and not
joint.


 






    	 	31	 



     


    

 


6.                 
Default by an Underwriter.


 


6.1             
Default Not Exceeding 10% of Firm Shares or Additional Shares. If any Underwriter or Underwriters shall default
in its or their obligations to purchase the Firm Shares or the Additional Shares, if the Over-allotment Option is exercised hereunder,
and if the number of the Firm Shares or Additional Shares with respect to which such default relates does not exceed in the aggregate
10% of the number of Firm Shares or Additional Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares
or Additional Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their
respective commitments hereunder.


 


6.2             
Default Exceeding 10% of Firm Shares or Additional Shares. In the event that the default addressed in Section
6.1 relates to more than 10% of the Firm Shares or Additional Shares, the Company may in its discretion arrange for yourself or
for another party or parties to purchase such Firm Shares or Additional Shares to which such default relates on the terms contained
herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Shares or Additional Shares, the
Company may not arrange for the purchase of such Firm Shares or Additional Shares, then the Company shall be entitled to a further
period of one (1) Business Day within which to procure another party or parties satisfactory to you to purchase said Firm Shares
or Additional Shares on such terms. In the event that neither the Representative nor the Company arrange for the purchase of the
Firm Shares or Additional Shares to which a default relates as provided in this Section 6, this Agreement will automatically be
terminated without liability on the part of the Company (except as provided in Sections 3.10 and 5 hereof) or the several Underwriters
(except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Additional Shares,
this Agreement will not terminate as to the Firm Shares; and provided, further, that nothing herein shall relieve a defaulting
Underwriter of its liability, if any, to the other Underwriters and to the Company for damages occasioned by its default hereunder.


 



    	 	32	 



     


    




6.3             
Postponement of Closing Date. In the event that the Firm Shares or Additional Shares to which the default
relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid,
you or the Company shall have the right to postpone the Closing Date or Option Closing Date for a reasonable period, but not in
any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration
Statement, the Disclosure Package or the Prospectus or in any other documents and arrangements, and the Company agrees to file
promptly any amendment to the Registration Statement, the Disclosure Package or the Prospectus that in the opinion of counsel for
the Underwriter may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include
any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect
to such Securities.


 


7.                 
[Intentionally Omitted].


 


8.                 
Effectiveness of this Agreement and Termination Thereof.


 


8.1             
Effectiveness of the Agreement. This Agreement shall become effective when both the Company and the Representative
have executed the same and delivered counterparts of such signatures to the other party.


 


8.2             
Termination. The Representative shall have the right to terminate this Agreement at any time prior to any
Closing Date, (i) if any domestic or international event or act or occurrence has materially disrupted, or in your opinion will
in the immediate future materially disrupt, general securities markets in the United States; or (ii) if trading on the New York
Stock Exchange or the Nasdaq Stock Market LLC shall have been suspended or materially limited, or minimum or maximum prices for
trading shall have been fixed, or maximum ranges for prices for securities shall have been required by FINRA or by order of the
Commission or any other government authority having jurisdiction; or (iii) if the United States shall have become involved in a
new war or an increase in major hostilities; or (iv) if a banking moratorium has been declared by a New York State or federal authority;
or (v) if a moratorium on foreign exchange trading has been declared which materially adversely impacts the United States securities
markets; or (vi) if the Company shall have sustained a material loss by fire, flood, accident, hurricane, earthquake, theft, sabotage
or other calamity or malicious act which, whether or not such loss shall have been insured, will, in your opinion, make it inadvisable
to proceed with the delivery of the Firm Shares or Additional Shares; or (vii) if the Company is in material breach of any of its
representations, warranties or covenants hereunder; or (viii) if the Representative shall have become aware after the date hereof
of such a material adverse change in the conditions or prospects of the Company, or such adverse material change in general market
conditions as in the Representative’s judgment would make it impracticable to proceed with the offering, sale and/or delivery
of the Securities or to enforce contracts made by the Underwriters for the sale of the Securities.


 


8.3             
Expenses Upon Termination. Notwithstanding anything to the contrary in this Agreement, except in the case
of a default by the Underwriters, pursuant to Section 6.2 above, in the event that this Agreement shall not be carried out for
any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms herein, the Company shall
be obligated to pay to the Representative its actual and accountable out-of-pocket expenses related to the transactions contemplated
herein then due and payable (including the fees and disbursements of Representative Counsel) up to $50,000 and upon demand the
Company shall pay the full amount thereof to the Representative; provided, however, that such expense cap in no way limits or impairs
the indemnification and contribution provisions of this Agreement..


 






    	 	33	 



     


    

 


8.4             
Survival of Indemnification. Notwithstanding any contrary provision contained in this Agreement, any election
hereunder or any termination of this Agreement, and whether or not this Agreement is otherwise carried out, the provisions of Section
5 shall remain in full force and effect and shall not be in any way affected by, such election or termination or failure to carry
out the terms of this Agreement or any part hereof.


 


8.5             
Representations, Warranties, Agreements to Survive. All representations, warranties and agreements contained
in this Agreement or in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force
and effect regardless of (i) any investigation made by or on behalf of any Underwriter or its Affiliates or selling agents, any
person controlling any Underwriter, its officers or directors or any person controlling the Company or (ii) delivery of and payment
for the Securities.


 


9.              Miscellaneous.


 


9.1             
Notices. All communications hereunder, except as herein otherwise specifically provided, shall be in writing
and shall be mailed (registered or certified mail, return receipt requested), personally delivered or sent by facsimile transmission
and confirmed and shall be deemed given when so delivered or faxed and confirmed or if mailed, two (2) days after such mailing.


 


If to the Representative: 


Kingswood Capital Markets, a division
of Benchmark Investments, Inc. 


71 Battery Place, Suite 625 


New York, New York 10004

Attn: Mr. Joseph T. Rallo, Chief Executive Officer

Fax No.:


 


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


 


Loeb & Loeb LLP

345 Park Avenue

New York, New York 10154

Attn: Mitchell S. Nussbaum, Esq.

Fax No.: (212) 407-4990


 


If to the Company:


  


NanoViricides, Inc. 


1 Control Drive 


Shelton, Connecticut 06484

Attention: Anil Diwan, President and ChairmanFax No: (203) 859-5095


 






    	 	34	 



     


    

 


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


 


McCarter & English, LLP 


Two Tower Center Boulevard,
24th Floor 


East Brunswick, New Jersey 08816 


Telephone (732) 867-4719

Attention: Peter Campitiello, Esq.

Fax No: (732) 393-1901


 


9.2             
Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not
in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Agreement.


 


9.3             
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:


 


(i)                
each Underwriter’s responsibility to the Company is solely contractual in nature, each Underwriter has been
retained solely to act as an underwriter in connection with the Offering and no fiduciary, advisory or agency relationship between
the Company and the Underwriters has been created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether the Representative has advised or is advising the Company on other matters;


 


(ii)             
the price of the Securities set forth in this Agreement was established by the Company following discussions and
arms-length negotiations with the Representative, and the Company is capable of evaluating and understanding, and understands and
accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;


 


(iii)           
it has been advised that the Representative and their respective affiliates are engaged in a broad range of transactions
which may involve interests that differ from those of the Company and that the Underwriters have no obligation to disclose such
interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and


 


9.4             
Research Analyst Independence. The Company acknowledges that each Underwriter’s research analysts and
research departments are required to be independent from its investment banking division and are subject to certain regulations
and internal policies, and that such Underwriter’s research analysts may hold views and make statements or investment recommendations
and/or publish research reports with respect to the Company and/or the offering that differ from the views of their investment
banking division. The Company acknowledges that each Underwriter is a full service securities firm and as such from time to time,
subject to applicable securities laws, rules and regulations, may effect transactions for its own account or the account of its
customers and hold long or short positions in debt or equity securities of the Company; provided, however, that nothing in this
Section 9.4 shall relieve the Underwriter of any responsibility or liability it may otherwise bear in connection with activities
in violation of applicable securities laws, rules or regulations.


 






    	 	35	 



     


    

 


9.5             
Amendment. This Agreement may only be amended by a written instrument executed by each of the parties hereto.


 


9.6             
Entire Agreement. This Agreement (together with the other agreements and documents being delivered pursuant
to or in connection with this Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter
hereof and thereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the
subject matter hereof.


 


9.7             
Binding Effect. This Agreement shall inure solely to the benefit of and shall be binding upon the Representative,
the Underwriters, the Company and the controlling persons, directors and officers referred to in Section 5 hereof, and their respective
successors, legal representatives, heirs and assigns, and no other person shall have or be construed to have any legal or equitable
right, remedy or claim under or in respect of or by virtue of this Agreement or any provisions herein contained. The term “successors
and assigns” shall not include a purchaser, in its capacity as such, of securities from any of the Underwriters.


 


9.8             
Governing Law; Consent to Jurisdiction; Trial by Jury. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The
Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Agreement
shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the
Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company
hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any such process
or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 9.1 hereof. Such mailing shall be deemed personal
service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees
and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and each of the Underwriters
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.


 


9.9             
Execution in Counterparts. This Agreement may be executed in one or more counterparts, and by the different
parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall
constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the
parties hereto and delivered to each of the other parties hereto. Delivery of a signed counterpart of this Agreement by facsimile
or email/pdf transmission shall constitute valid and sufficient delivery thereof.


 


9.10         
Waiver, etc. The failure of any of the parties hereto to at any time enforce any of the provisions of this
Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this
Agreement or any provision hereof or the right of any of the parties hereto to thereafter enforce each and every provision of this
Agreement. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Agreement shall be effective
unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought;
and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or
subsequent breach, non-compliance or non-fulfillment.


 


[Signature
Page Follows]


 




    	 	36	 



     


    


 


 


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


 


 


 


	 	Very truly yours,
	 	 
	 	NANOVIRICIDES, INC.
	 	 	 
	 	By:	 
	 	Name:	Anil Diwan
	 	Title:	President and Chairman


 


Confirmed as of the date first
written


 


above, on behalf of itself and
as


 


Representative of the several
Underwriters


 


named on Schedule 1 hereto:


 


	KINGSWOOD CAPITAL MARKETS, A DIVISION OF BENCHMARK INVESTMENTS INC.	 
	 	 	 
	 	 
	 	 
	Name: David Martin	 
	Title: Chief Compliance Officer	 
	 	 	 


 


 



    	 	37	 



     


    




 


 


SCHEDULE
1


 


	Underwriter	 	Total Number of Firm Shares to
 be Purchased	 	 	Number of
    Additional Shares to be Purchased if Over-Allotment Option is Fully Exercised	 
	 	 	 	 	 	 	 
	Kingswood Capital Markets, a division of Benchmark Investments, Inc.	 	 	1,319,863	 	 	 	205,479	 
	 	 	 	 	 	 	 	 	 
	R.F. Lafferty & Co. Inc.	 	 	50,000	 	 	 	—	
	 	 	 	 	 	 	 	 	 
	Total	 	 	1,369,863	 	 	 	205,479	 



 


 


 



    	 	S-1	 



     


    





 


 


SCHEDULE
2-A


 


Pricing Information


 


Number of Firm Shares: 1,369,863


 


Number of Additional Shares:
205,479


 


Public Offering Price per Share:
$7.30


 


Underwriting Discount per Share:
$0.584


 


Proceeds to Company per Share
(before expenses): $6.716


 


 


 




    	 	S-2A	 



     


    


 


SCHEDULE
2-B


 


Issuer
General Use Free Writing Prospectuses


 


None.


 


 


 




    	 	S-2B	 



     


    


 


SCHEDULE
3


 


List
of Lock-Up Parties


 


 


	TheraCour Pharma, Inc.
	Anil Diwan
	Stanley Glick
	Meeta Vyas
	Makarand Jawadekar
	Theodore Edward (“Todd”) Rokita


 


 




    	 	S-3	 



     


    


 


 


EXHIBIT
A


 


Form
of Lock-Up Agreement


 


 


July ___, 2020


  


Kingswood Capital Markets, a division
of Benchmark Investments, Inc. 


71 Battery Place, Suite 625 


New York, New York 10004


 


Ladies and Gentlemen:


 


The undersigned
understands that Kingswood Capital Markets, a division of Benchmark Investments, Inc. (the “Representative”)
proposes to enter into an Underwriting Agreement (the “Underwriting Agreement “) with NanoViricides, Inc., a
Nevada corporation (the “Company”), providing for the public offering (the “Public Offering”)
of shares of common stock, par value $0.001 per share, of the Company (the “Shares”).


 


To induce
the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without
the prior written consent of the Representative, the undersigned will not, during the period commencing on the date of the Underwriting
Agreement and ending ninety (90) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract
to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares or any securities convertible into
or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which
the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”);
(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of
ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery
of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of
any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into
any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject
to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative
in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of
the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the
 “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up
Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a bona fide gift, by will or
intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family
member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up
Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation,
partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner
or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of
any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value,
(ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up
agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned
also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against
the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.


 






    Exhibit C-1


     


    

 


If the undersigned
is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable
to any Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3)
business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of
Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed
in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service at least
two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder
to any such officer or director shall only be effective two (2) business days after the publication date of such press release.
The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up
Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up
agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.


 


No provision
in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any
securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does
not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted
pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry
into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a
plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or a sale of 100% of the Company’s
outstanding Shares.


 


The undersigned
understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of
the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the
undersigned’s heirs, legal representatives, successors and assigns.


 


The undersigned
understands that, if the Underwriting Agreement is not executed by July ___, 2020, or if the Underwriting Agreement (other than
the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares
to be sold thereunder, then this lock-up agreement shall be void and of no further force or effect.


 






    	 	2	 



     


    

 


Whether or
not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only
be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Representative.





 


 


	 	Very truly yours,
	 	 	 
	 	 	 
	 	(Name - Please Print)
	 	 	 
	 	 	 
	 	(Signature)
	 	 	 
	 	 	 
	 	(Name of Signatory, in the case of entities - Please Print)
	 	 	 
	 	 	 
	 	(Title of Signatory, in the case of entities - Please Print)
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


 




    	 	3	 



     


    


  


 


EXHIBIT
B


 


Form
of Press Release


 


NANOVIRICIDES, INC.


 


[Date]


 


NanoViricides,
Inc. (the “Company”) announced today that Kingswood Capital Markets, a division of Benchmark Investments, Inc..,
acting as representative for the underwriters in the Company’s recent public offering of the Company’s common stock,
is [waiving] [releasing] a lock-up restriction with respect to _________ shares of the Company’s common stock held by [certain
officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on _________, 20___, and
the shares may be sold on or after such date.


 


This press
release is not an offer or sale of the securities in the United States or in any other jurisdiction where such offer or sale is
prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration
under the Securities Act of 1933, as amended.


 




    	 	4	 



     


    


 


 


EXHIBIT
C


 


Form
of Opinion of Company Counsel


 


[Intentionally
Omitted.]


 


 






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