Exhibit
10.1


 


 


SECURITIES PURCHASE AGREEMENT


 


SECURITIES PURCHASE
AGREEMENT (the “Agreement”), dated as of June 30, 2020, by and between AKARI THERAPEUTICS, PLC, a
public limited company (with registered number 5252842) incorporated under the laws of England and Wales (the “Company”),
and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms
used herein and not otherwise defined herein are defined in Section 10 hereof.


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company,
up to Thirty Million Dollars ($30,000,000) of the Company’s ordinary shares, nominal value £0.01 per share (including
any class of shares having substantially the same rights following any reorganization, recapitalization, non-cash dividend, stock
split, reverse stock split or other similar transaction, the “Ordinary Shares”) which may be exchanged for American
Depositary Shares (each American Depositary Share, an “ADS”), as determined in accordance with this Agreement.
The ADSs to be issued to the Buyer in connection with any purchases of Ordinary Shares (the “Purchase Ordinary Shares”)
pursuant to Section 1 of this Agreement are referred to as the “Purchase ADSs.” The Purchase Ordinary Shares
underlying the Purchase ADSs are referred to together with the Purchase ADSs as the “Purchase Securities”.


 


The Purchase ADSs will
be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to the Deposit Agreement, dated
as of December 7, 2012, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”),
and all owners and holders from time to time of ADSs issued thereunder (as amended, and as may hereafter be amended or otherwise
modified in accordance with its terms, the “Deposit Agreement”). Each ADS represents (subject to any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) 100 Ordinary Shares deposited
pursuant to the Deposit Agreement.


 


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


 


		1.	PURCHASE OF SECURITIES. 



 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to
purchase from the Company, Purchase Securities as follows:


 


(a)       Commencement
of Purchases of Securities. Any time after Commencement (as defined below), the purchase and sale of Ordinary Shares and the
related ADSs hereunder shall occur from time to time upon written notices by the Company to the Buyer on the terms and conditions
as set forth herein following the satisfaction of the conditions (the “Commencement”) as set forth in Sections
6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).


 






     


     


    

 


 


(b)       The
Company’s Right to Require Regular Purchases. Subject to the terms and conditions of this Agreement, on any given Business
Day after the Commencement Date, the Company shall have the right but not the obligation to direct the Buyer by its delivery to
the Buyer of a Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the number of Purchase
ADSs specified in such notice, up to 150,000 Purchase ADSs, on such Business Day that Purchase Notice is delivered to the Buyer
(as long as such notice is delivered on or before 5:00 p.m. Eastern Time) (each such purchase, a “Regular Purchase”)
at the Purchase Price on the Purchase Date; however, in no event shall the Purchase Amount of a Regular Purchase exceed Five Hundred
Thousand Dollars ($500,000) per Business Day. Upon receipt by the Company of full payment of the Purchase Amount related to such
Regular Purchase, the Company shall (i) promptly deliver notice to the Registrar of the Regular Purchase, including instructions
to its Registrar to promptly issue to the Depositary the Ordinary Shares to be issued in connection with such Regular Purchase
and the Ordinary Shares so issued shall be deposited with the Depositary pursuant to the Deposit Agreement, and (ii) upon such
deposit, the Company shall promptly direct the Depositary to promptly issue an amount of ADSs equal to the Purchase ADSs to be
purchased by the Buyer in connection with such Regular Purchase. The Company may deliver additional Purchase Notices to the Buyer
from time to time so long as there is not more than one outstanding purchase (either a Regular
Purchase or VWAP Purchase) that is not then fully completed i.e. the Buyer has fully paid for and received such Purchase ADSs.
 The amounts in this Section 1(b) shall be appropriately adjusted for any reorganization, recapitalization, non-cash
dividend, stock split, reverse stock split or other similar transaction.


 


(c)       VWAP
Purchases. Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase ADSs as described in
Section 1(b) above, the Company shall also have the right but not the obligation to direct the Buyer by the Company’s delivery
to the Buyer of a VWAP Purchase Notice from time to time as follows:


 


(i)       with
one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00 p.m. Eastern Time on the Business
Day immediately preceding the VWAP Purchase Date), and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase
ADS Percentage of the trading volume of the ADSs on the VWAP Purchase Date up to the VWAP Purchase ADS Volume Maximum on the VWAP
Purchase Date (each such purchase, a “VWAP Purchase”) at the VWAP Purchase Price. The Company may only deliver
a VWAP Purchase Notice to the Buyer on or before 5:00 p.m. Eastern Time on a date on which the Company also submits a Purchase
Notice for a Regular Purchase of 150,000 Purchase ADSs to the Buyer. Any single VWAP Purchase Notice shall be limited to no more
than 250,000 Purchase ADSs in connection with such VWAP Purchase Notice. The VWAP Purchase Amount and the VWAP Purchase Price shall
be determined at the end of the VWAP Purchase Date and confirmed by the Buyer and approved by the Company. However, the VWAP Purchase
Amount and the VWAP Purchase Price shall be determined before the end of the VWAP Purchase Date at such time if during the VWAP
Purchase Date either: (1) the Sale Price falls below the VWAP Minimum Price Threshold or (2) the trading volume of ADSs on the
Principal Market exceeds the VWAP Purchase ADS Volume Maximum during normal trading hours. In such circumstances if:


 


		(A)	the Sale Price falls below the VWAP Minimum Price Threshold during the VWAP Purchase Date, (1)
the VWAP Purchase Amount shall be calculated using the VWAP Purchase ADS Percentage of the aggregate ADSs traded on the Principal
Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold
and (2) the VWAP Purchase Price shall be calculated using the volume weighted average price of all ADSs sold during such portion
of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold.



 




OR


 



     


     


    




		(B)	the trading volume of ADSs on the Principal Market exceeds the VWAP Purchase ADS Volume Maximum
on the VWAP Purchase Date before normal trading hours end (meaning that the VWAP Purchase ADS Estimate has been reached at a time
before the end of normal trading hours), the VWAP Purchase Amount and VWAP Purchase Price shall be calculated using the volume
weighted average price of all ADSs sold during such portion of the VWAP Purchase Date prior to the time that the trading volume
of ADSs on the Principal Market exceeds the VWAP Purchase ADS Volume Maximum.



 


(ii)       By
no later than 5:00 p.m. Eastern Time on any VWAP Purchase Date, the Buyer shall submit to the Company a written confirmation of
the VWAP Purchase in form and substance reasonably acceptable to the Company setting forth the VWAP Purchase Amount and the VWAP
Purchase Price, i.e. the exact amount of ADSs to be sold pursuant to such VWAP Purchase Notice and the exact price to be paid by
the Buyer to the Company. Upon approval by the Company of the VWAP Purchase Amount and the VWAP Purchase Price and receipt by the
Company of full payment of the Purchase Amount related to such VWAP Purchase, the Company shall (i) promptly deliver notice to
the Registrar of the VWAP Purchase, including instructions to its Registrar to promptly issue to the Depositary an amount of Ordinary
Shares that the Company has confirmed to be issued in connection with such VWAP Purchase and the Ordinary Shares so issued shall
be deposited with the Depositary pursuant to the Deposit Agreement, and (ii) upon such deposit, the Company shall promptly direct
the Depositary to promptly issue an amount of ADSs equal to the Purchase ADSs to be purchased by the Buyer in connection with such
VWAP Purchase. The Company may deliver additional VWAP Purchase Notices to the Buyer from time to time so long as there is not
more than one outstanding purchase (either a Regular Purchase or VWAP Purchase) that is not then fully completed i.e. the Buyer
has fully paid for and has received such Purchase ADSs. The amounts in this Section 1(c) shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.


 


(d)       Payment
for Purchase Securities. For each Regular Purchase, the Buyer shall pay to the Company an amount equal to the Purchase Amount
as full payment for such Purchase ADSs via wire transfer of immediately available funds no later than one Business Day from receipt
of a valid Purchase Notice and prior to the issuance of any Purchase Securities related to the Regular Purchase. For each VWAP
Purchase, the Buyer shall pay to the Company an amount equal to the VWAP Purchase Amount as full payment for such Purchase ADSs
via wire transfer of immediately available funds no later than one Business Day after the VWAP Purchase Date and prior to the issuance
of any Purchase Securities related to such VWAP Purchase. All payments made under this Agreement shall be made in lawful money
of the United States of America via wire transfer of immediately available funds to such account as the Company may from time to
time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by
the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding
day that is a Business Day.


 


(e)       Purchase
Price Floor. The Company and the Buyer shall not effect any sales under this Agreement on any Purchase Date where the Closing
Sale Price is less than the Floor Price. “Floor Price” means $0.25 per ADS, which shall not be adjusted for
any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction.


 






     


     


    

 


(f)       Records
of Purchases. The Buyer and the Company shall each maintain records showing the remaining Available Amount at any given time
and the dates and Purchase Amounts for each purchase, or shall use such other method reasonably satisfactory to the Buyer and the
Company to reconcile the remaining Available Amount.


 


(g)       Taxes
and Fees of the Depositary. The Company shall pay any and all transfer, stamp or similar taxes and fees that may be payable
with respect to the issuance and delivery of any Securities to the Buyer made under this Agreement, including any and all fees
and expenses of the Depositary or Registrar.


 


2.       BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


The Buyer represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)       Investment
Purpose. The Buyer is entering into this Agreement and acquiring the Commitment Ordinary Shares (as defined in Section 4(e)
hereof) and any ADSs that may be issued for the Commitment Ordinary Shares (the “Commitment ADSs” and together
with the Commitment Ordinary Shares, the “Commitment Securities”) and the Purchase Securities (the Purchase
Securities and the Commitment Securities are collectively referred to herein as the “Securities”), for its own
account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof;
provided however, by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum
or other specific term.


 


(b)       Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D of the 1933 Act.


 


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


 


(d)       Information.
The Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably requested by the Buyer, including, without limitation,
the SEC Documents (as defined in Section 3(f) hereof). The Buyer understands that its investment in the Securities involves a high
degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities including a total loss, (ii)
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers
of the Company concerning the financial condition and business of the Company and other matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its representatives shall
modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 






     


     


    

 


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


 


(f)       Transfer
or Sale. The Buyer understands that except as provided in the Registration Rights Agreement (as defined in Section 4(a) hereof):
(i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (A) subsequently registered thereunder or (B) an exemption exists permitting such
Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule
144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities
under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that
term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations
of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register the Securities under
the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.


 


(g)       Organization.
The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction
in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business
as now being conducted.


 


(h)       Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid
and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to
(i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy
underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification,
contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in Section 3(b) hereof) by the
Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate
of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer,
its managers or its members.


 


(i)       Residency.
The Buyer is a resident of the State of Illinois.


 


(j)       No
Prior Short Selling. The Buyer represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Buyer, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the 1934 Act) of the Securities
or (ii) hedging transaction, which establishes a net short position with respect to the Securities.


 


3.       REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to the Buyer that as of the date hereof and as of the Commencement Date:


 






     


     


    

 


(a)       Organization
and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means any entity in
which the Company, directly or indirectly, owns more than 50% of the voting stock or capital
stock or other similar equity interests) are corporations, partnerships, limited liability companies or other entities that are
duly organized and validly existing in good standing under the laws of the jurisdiction in which they are incorporated or organized,
and have the requisite corporate or organizational power and authority to own their properties and to carry on their business as
now being conducted. Each of the Company and its Subsidiaries is duly qualified as a foreign corporation, partnership, limited
liability company or other entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so
qualified or be in good standing could not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
 “Material Adverse Effect” means any material adverse effect on any of: (i) the business, properties, assets,
operations, results of operations or financial condition of the Company and its Subsidiaries, if any, taken as a whole, or (ii)
the authority or ability of the Company to perform its obligations under the Transaction Documents. The Company has no material
Subsidiaries except as set forth on Schedule 3(a).


 


(b)       Authorization;
Enforcement; Validity. (i) The Company has the requisite power and authority to enter into and perform its obligations under
this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties on the Commencement
Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction Documents”), and to issue
the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation the issuance
of the Commitment Securities and the Purchase Securities issuable under this Agreement, have been duly authorized by the board
of directors of the Company (the “Board of Directors”) or a duly authorized committee thereof, do not conflict
with the Company’s Articles of Association (as defined below), and, except for a resolution of the Pricing Committee and
directions by the Pricing Committee to the Registrar and the Depositary with respect to the issue of Purchase Securities in connection
with each VWAP Purchase or Regular Purchase and except as disclosed in Schedule 3(b), do not require further consent or authorization
by the Company, its Board of Directors or its shareholders, (iii) this Agreement has been, and each other Transaction Document
shall be on the Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other
Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company
enforceable against the Company in accordance with their terms, except as such enforceability may be limited by (y) general principles
of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors' rights and remedies and (z) public policy underlying any law, rule or regulation (including
any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board
of Directors or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”) substantially
in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated hereby.
The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material respect
other than by the resolutions regarding the registration statement referred to in Section 4 hereof. The Company has delivered to
the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of Directors.


 


(c)       Capitalization.
As of the date hereof, the issued share capital of the Company consists of 3,345,812,213 Ordinary Shares of £0.01 per share,
of which 3,341,104,900 Ordinary Shares are held in the name of Deutsche Bank AG London, the nominee of the Depositary, there are
outstanding options to purchase 94,349,035 Ordinary Shares and 88,734,172 Ordinary Shares are reserved for future issuance pursuant
to the Company’s 2014 equity incentive plan. All of the 3,345,812,213 Ordinary Shares issued and outstanding have been, validly
issued and are fully paid and non-assessable. Except as disclosed in Schedule 3(c), none of the Securities shall be subject to
preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company. Except as disclosed
in Schedule 3(c), (i) there are no outstanding debt securities of the Company or any of its Subsidiaries, (ii) there are no outstanding
options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights
convertible into, any securities of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional securities of the Company or any of
its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, any securities of the Company or any of its Subsidiaries, (iii) except the Registration
Rights Agreement, there are no material agreements or arrangements under which the Company or any of its Subsidiaries is obligated
to register the sale of any of their securities under the 1933 Act on the Registration Statement, (iv) there are no outstanding
securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there
are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (v) there are no securities or instruments containing anti-dilution
or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vi) the Company
does not have any share appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.
The Company has furnished or made available to the Buyer a true and correct copy of the Company’s Articles of Association,
as amended and as in effect on the date hereof (the “Articles of Association”).


 






     


     


    

 


(d)       Issuance
of Securities. Except as disclosed in Schedule 3(b), the Securities have been duly authorized and, upon issuance (and payment
therefore in the case of the Purchase Ordinary Shares) in accordance with the terms hereof, shall be (i) validly issued, fully
paid and non-assessable and (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) entitled
to the rights set forth in the Deposit Agreement. Upon the issuance of the Commitment Ordinary Shares and the Purchase Ordinary
Shares in accordance with the terms hereof, they will be (A) duly deposited with the Depositary in accordance with the Deposit
Agreement (except in the case of the Commitment ADSs, which shall be duly deposited with the Depositary prior to Commencement),
(B) properly and validly allotted and issued, fully paid and nonassessable and (C) free from all taxes and liens with respect to
the issuance thereof. The holders of the Commitment Ordinary Shares and Purchase Ordinary Shares, upon issuance, will be entitled
to all rights accorded to a holder of Ordinary Shares. Upon issuance in accordance with the terms and conditions of this Agreement
and the Deposit Agreement, the Commitment ADSs and the Purchase ADSs shall be validly issued, fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issue thereof, and entitled to the rights set forth in the Deposit Agreement.


 


(e)       No
Conflicts. Except as disclosed in Schedule 3(e), the execution, delivery and performance of the Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation
of the Articles of Association or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or
both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any
agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or result, to the Company’s
knowledge, in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws
and regulations and the rules and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or
by which any property or asset of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts,
defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be
expected to result in a Material Adverse Effect. Except as disclosed in Schedule 3(e), neither the Company nor its Subsidiaries
is in violation of any term of or in default under its Articles of Association. Except as disclosed in Schedule 3(e), neither the
Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage,
indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or
its Subsidiaries, except for possible violations, defaults, terminations or amendments that could not reasonably be expected to
have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations, the sanctions for
which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement, reporting obligations under the 1934 Act or as required under the 1933 Act or applicable state
securities laws or the filing of a Listing of Additional Shares Notification Form with the Principal Market, the Company is not
required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency
or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated
by the Transaction Documents in accordance with the terms hereof or thereof. Except as disclosed in Schedule 3(e) and for reporting
obligations under the 1934 Act, all consents, authorizations, orders, filings and registrations which the Company is required to
obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Except as disclosed
in Schedule 3(e), the Company is not subject to any notices or actions from or to the Principal Market, other than routine matters
incident to listing on the Principal Market and not involving a violation of the rules of the Principal Market. Except as disclosed
in Schedule 3(e), to the Company’s knowledge, the Principal Market has not commenced any delisting proceedings against the
Company.


  


(f)       SEC
Documents; Financial Statements. Except as disclosed in Schedule 3(f), since March 31, 2019, the Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements
and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”).
Except as disclosed in Schedule 3(f), as of their respective dates (except as they have been correctly amended), the SEC Documents
complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may have
been properly amended), contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
As of their respective dates (except as they have been properly amended), the financial statements of the Company included in the
SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with generally accepted
accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or
may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of
the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited
statements, to normal year-end audit adjustments). Except as disclosed in Schedule 3(f) or routine correspondence, such as comment
letters and notices of effectiveness in connection with previously filed registration statements or periodic reports publicly available
on EDGAR, to the Company’s knowledge, the Company or any of its Subsidiaries are not on the date hereof the subject of any
inquiry, investigation or action by the SEC.


 






     


     


    

 


(g)       Absence
of Certain Changes. Except as disclosed in Schedule 3(g), since March 31, 2020, there has been no material adverse change in
the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries taken as
a whole. For purposes of this Agreement, neither a decrease in cash or cash equivalents or in the market price of the Securities
nor losses incurred in the ordinary course of the Company’s business shall be deemed or considered a material adverse change.
The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


(h)       Absence
of Litigation. Except as disclosed in Schedule 3(h), to the Company’s knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company, the Securities or any of the Company’s
Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities
as such, which could reasonably be expected to have a Material Adverse Effect (each, an “Action”). A description
of each such Action, if any, is set forth in Schedule 3(h).


  


(i)       Acknowledgment
Regarding Buyer’s Status. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s
length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further
acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Buyer or
any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and
thereby is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that
the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the
Company and its representatives and advisors.


 


(j)       Intellectual
Property Rights. To the Company’s knowledge, the Company and its Subsidiaries
own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets
and other intellectual property rights (collectively, “Intellectual Property”) necessary to conduct their respective
businesses as now conducted, except as set forth in Schedule 3(j) or to the extent that the failure to own, possess, license or
otherwise hold adequate rights to use Intellectual Property would not, individually or in the aggregate, have a Material Adverse
Effect. Except as disclosed in Schedule 3(j), to the Company’s knowledge, none of the Company’s active and registered
Intellectual Property have expired or terminated, or, by the terms and conditions thereof, will expire or terminate within two
years from the date of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. The Company
and its Subsidiaries do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property
of others and, except as set forth on Schedule 3(j), there is no claim, action or proceeding being made or brought against, or
to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding Intellectual Property, which
could reasonably be expected to have a Material Adverse Effect.


 






     


     


    

 


(k)       Environmental
Laws. To the Company’s knowledge, the Company and its Subsidiaries (i) are in material compliance with any and all applicable
foreign, English, U.S. federal, state and local laws and regulations relating to the protection of human health and safety or the
environment and with respect to hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”),
(ii) have received all material permits, licenses or other approvals required of them under applicable Environmental Laws to conduct
their respective businesses and (iii) are in material compliance with all terms and conditions of any such permit, license or approval,
except where, in each of the three foregoing clauses, the failure to so comply or receive such approvals could not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(l)       Title.
The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the
business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its Subsidiaries or could not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company
and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.


 


(m)       Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company
and its Subsidiaries are engaged. To the Company’s knowledge, since January 1, 2018, neither the Company nor any such Subsidiary
has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary, to the Company’s
knowledge, will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material
Adverse Effect.


 


(n)       Regulatory
Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
English, U.S. federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted,
except when the failure to so possess such certificates, authorizations or permits could not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice
of proceedings relating to the revocation or modification of any such material certificate, authorization or permit.


 


(o)       Tax
Status. The Company and each of its Subsidiaries has made or filed all foreign, English and U.S. federal and state income and
all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to
the extent that the Company and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment
of all unpaid and unreported taxes or filed valid extensions) and has paid all taxes and other governmental assessments and charges
that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested
in good faith and has set aside on its books reserves reasonably adequate for the payment of all taxes for periods subsequent to
the periods to which such returns, reports or declarations apply. To the Company’s knowledge,
there are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction.


 






     


     


    

 


(p)       Transactions
With Affiliates. Except as set forth on Schedule 3(p), and other than the grant or exercise of stock options or
any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule
3(c), none of the officers, directors or employees of the Company is on the date hereof a party to any transaction with the Company
or any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement
for expenses incurred on behalf of the Company), including any contract, agreement or other arrangement providing for
the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other
entity in which any officer, director, or any such employee has a material interest or
is an officer, director, trustee or general partner.


 


(q)       Application
of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Commencement Date all
necessary action, if any, in order, to the extent that they are reasonably able to do so, to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Articles of Association or the laws of the jurisdiction of its organization, which is or could become applicable
to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s
issuance of the Securities and the Buyer’s ownership of the Securities.


 


4.       COVENANTS.


 


(a)       Filing
of Form 6-K and Registration Statement. The Company agrees that it shall, within the time required under the 1934 Act, file
a Report on Form 6-K disclosing this Agreement and the transaction contemplated hereby. The Company shall also file within ten
(10) Business Days from the date hereof a new registration statement covering the sale of the Securities by the Buyer in accordance
with the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (“Registration
Rights Agreement”).


 


(b)       Blue
Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify
the sale of the Securities by the Buyer under applicable securities or “Blue Sky” laws of the states of the United
States in such states as is reasonably requested by the Buyer from time to time, and shall provide evidence of any such action
so taken to the Buyer at its written request; 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.


 


(c)       Listing.
The Company shall promptly secure the listing of all of the Commitment ADSs and the Purchase ADSs upon each national securities
exchange and automated quotation system that requires an application by the Company for listing,
if any, upon which its ADSs are then listed (subject to official notice of issuance) and shall maintain such
listing, so long as any other ADSs shall be so listed. The Company shall use its reasonable best efforts to maintain
the ADS listing on the Principal Market in accordance with the requirements of the Registration Rights Agreement. Except as set
forth in Schedule 4(c), neither the Company nor any of its Subsidiaries shall take any action that would be reasonably expected
to result in the delisting or suspension of the ADSs on the Principal Market, unless the ADSs are promptly thereafter traded on
the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section.


 






     


     


    

 


(d)       Limitation
on Short Sales and Hedging Transactions. The Buyer agrees that beginning on the date of this Agreement and ending on the date
of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not
in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Section 242.200 of Regulation SHO of the 1934 Act) of the Securities or (ii) hedging transaction, which establishes a net short
position with respect to the Securities.


 


(e)       Issuance
of Commitment Ordinary Shares. Promptly upon the execution of this Agreement, in lieu of the commitment fee of $900,000 payable
by the Company to the Buyer, the Company shall issue to the Buyer as consideration for the Buyer entering into this Agreement 40,760,900
Ordinary Shares (the “Commitment Ordinary Shares”). The Commitment Ordinary Shares shall be issued in certificated
or restricted book-entry form and (subject to Section 5 hereof) shall bear a restrictive legend substantially similar to the following:


 


THE SECURITIES REPRESENTED
BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, UNLESS SOLD PURSUANT TO: (1) RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,
IN A CUSTOMARY FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.


 


(f)       Due
Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably deem appropriate, to perform reasonable
due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and
its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable
request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request
made by the Buyer in connection with (i) the filing of the registration statement described in Section 4(a) hereof and (ii) the
Commencement; provided, however, that at no time is the Company required to disclose material nonpublic information to the Buyer
or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure
that could cause a waiver of attorney-client privilege. Except as may be required by law, court order or governmental
authority, each party hereto agrees not to disclose any Confidential Information of the other party to any third party and shall
not use the Confidential Information of such other party for any purpose other than in connection with, or in furtherance of, the
transactions contemplated hereby; provided, that to the extent such disclosure is required by law, court order or governmental
authority, the receiving party shall provide the disclosing party with reasonable prior written notice of such disclosure and make
a reasonable effort to assist the disclosing party in obtaining a protective order preventing or limiting the disclosure and/or
requiring that the Confidential Information so disclosed be used only for the purposes for which the law, court order or governmental
authority requires. Each party hereto acknowledges that the Confidential Information shall remain the property of the disclosing
party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information disclosed by
the other party.


 






     


     


    

 


(g)       Disposition
of Securities. The Buyer shall not sell or transfer any Securities except as provided in this Agreement, the Registration Rights
Agreement and the “Plan of Distribution” section of the prospectus included in the
Registration Statement (as defined in the Registration Rights Agreement). The Buyer shall not sell or transfer
any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included
in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the
Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the
prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.


 


5.       REGISTRAR
AND DEPOSITARY INSTRUCTIONS.


 


Promptly upon the execution
of this Agreement, the Company shall deliver to the Registrar documentation in reasonable form with respect to the issuance of
the Commitment Ordinary Shares. After the Registration Statement has been declared effective by the SEC and prior to the Commencement,
the Company shall direct that the Commitment Ordinary Shares shall be deposited with the Depositary in accordance with the provisions
of the Deposit Agreement so that ADRs evidencing the Commitment ADSs shall be issued by the Depositary to the Buyer. So long as
Registration Statement has been declared effective by the SEC and the Buyer complies with its obligations in Section 4(g), all
of the ADSs to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents
otherwise. However, so long as the Buyer complies with the requirements of the Depositary, the Buyer may request at any time prior
to the Commencement, that the Company shall direct that the Commitment Ordinary Shares to be deposited with the Depositary in accordance
with the provisions of the Deposit Agreement so that ADRs evidencing the Commitment ADSs may be issued by the Depositary to the
Buyer. In such case, these ADSs may be issued with a restrictive legend as required by the Depositary.


 


6.
        CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE SALES OF SECURITIES UNDER THIS AGREEMENT.


 


The right of the Company
hereunder to commence sales of the Purchase Securities is subject to the satisfaction of each of the following conditions on or
before the Commencement Date (the date that the Company may begin sales of Purchase Securities):


 


(a)       The
Buyer shall have executed each of the Transaction Documents and delivered the same to the Company;


 


(b)       The
representations and warranties of the Buyer shall be true and correct as of the Commencement Date as though made at that time (except
for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as
of such specific date) and the Buyer shall have performed, satisfied and complied in all material respects with the covenants and
agreements required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Commencement
Date; and


 






     


     


    

 


(c)       A
registration statement covering the sale of the Commitment ADSs and the Purchase ADSs by the Buyer shall have been declared effective
under the 1933 Act by the SEC and no stop order with respect to the registration statement shall be pending or threatened by the
SEC.


 


7.
        CONDITIONS TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SECURITIES.


 


The obligation of the
Buyer to buy Purchase Securities under this Agreement is subject to the satisfaction of each of the following conditions on or
before the Commencement Date (the date that the Company may begin sales of Purchase Securities) and once such conditions have been
initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)       The
Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;


 


(b)       Assuming
that the Buyer shall have surrendered the originally issued certificate(s) representing the Commitment Ordinary Shares, the Commitment
ADSs shall have been issued (or reissued) to the Buyer without any restrictive legend;


 


(c)       The
ADSs shall be authorized for quotation on the Principal Market, trading in the ADSs shall not have been within the last 365 days
suspended by the SEC or the Principal Market, other than a general halt in trading in the ADSs by the Principal Market under halt
codes indicating pending or released material news, and the Securities shall be approved for listing upon the Principal Market;


 


(d)       The
Buyer shall have received the opinion of the Company’s United Kingdom and United States legal counsel dated as of the Commencement
Date in customary form and substance;


 


(e)       The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date of this Agreement
and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct in all material respects as of such specific date) and the Company shall have performed,
satisfied and complied in all material respects with the covenants, agreements and conditions
required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement
Date. The Buyer shall have received a certificate, executed by the financial controller of the Company, dated as of the Commencement
Date, to the foregoing effect in the form attached hereto as Exhibit A;


 


(f)       The
Board of Directors or a duly authorized committee thereof shall have adopted resolutions substantially in the form attached hereto as Exhibit B, which shall be in full force and effect without any amendment or supplement
thereto as of the Commencement Date;


 


(g)       Registrar
instructions and Depositary instructions, in form acceptable to the Buyer and to the Company, shall have been signed by the Company
and the Buyer and shall have been delivered to the Registrar and the Depositary as applicable;


 






     


     


    

 


(h)       The
Company shall have delivered to the Buyer a certificate evidencing the good standing of the Company in England and Wales issued
by the applicable authority of such jurisdiction as of a date within ten (10) Business Days of the Commencement Date;


 


(i)       The
Company shall have delivered to the Buyer a financial controller’s certificate executed by the financial controller of the
Company, dated as of the Commencement Date, in the form attached hereto as Exhibit C;


 


(j)       A
registration statement covering the sale of (i) all of the Commitment ADSs and (ii) such number of additional Purchase ADSs
as reasonably determined by the Company shall have been declared effective under the 1933 Act by the SEC and no stop order with
respect thereto shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and
complete form of prospectus, dated and current as of the Commencement Date, to be used by the Buyer in connection with any sales
of any ADSs, and to be filed by the Company one (1) Business Day after the Commencement Date pursuant to Rule 424(b). The Company
shall have made all filings under all applicable United Kingdom, English, United States federal and state securities laws necessary
to consummate the issuance of the Commitment Securities and the Purchase Securities pursuant to this Agreement in compliance with
such laws;


 


(k)       No
Event of Default has occurred and is continuing, or any event which, after notice and/or
lapse of time, would become an Event of Default has occurred;


 


(l)       On
or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested
by the Buyer, in order, to the extent that the Company is reasonably able to do so, to render inapplicable any control share acquisition,
business combination, shareholder rights plan or poison pill (including any distribution
under a rights agreement) or other similar anti-takeover provision under the Articles of Association or the laws of the jurisdiction
of its organization, that is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement,
including, without limitation, the Company's issuance of the Securities and the Buyer's ownership of the Securities; and


 


(m)       The
Company shall have provided the Buyer with the information reasonably requested by the Buyer in connection with its due diligence
requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(f) hereof.


 


		8.	INDEMNIFICATION. 



 


In consideration of
the Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and
hold harmless the Buyer and all of its affiliates, members, officers, directors, and employees,
and any of the foregoing person’s agents or other representatives (including, without limitation, those retained in connection
with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any
and all third party actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses
in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder
is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation
or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby
or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any
other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or
made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified
Liabilities which directly and primarily result from (A) a breach of any of the Buyer’s representations and warranties, covenants
or agreements contained in this Agreement, or (B) the gross negligence, bad faith or willful misconduct of the Buyer or any other
Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 






     


     


    

 


9.       EVENTS
OF DEFAULT. 


 


An “Event
of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)       during
any period in which the effectiveness of any registration statement is required to be maintained pursuant to the terms of the Registration
Rights Agreement, the effectiveness of such registration statement lapses for any reason (including, without limitation, the issuance
of a stop order) or is unavailable to the Buyer for the sale of all of the Registrable Securities (as defined in the Registration
Rights Agreement), and such lapse or unavailability continues for a period of ten (10) consecutive Business Days or for more than
an aggregate of thirty (30) Business Days in any 365-day period, which is not in connection with a Permitted Delay (as defined
in the Registration Rights Agreement), post-effective amendment to any such registration statement or the filing of a new registration
statement; provided, however, that in connection with any post-effective amendment to such registration statement or filing of
a new registration statement that is required to be declared effective by the SEC, such lapse or unavailability may continue for
a period of no more than thirty (30) consecutive Business Days, which such period shall be extended for an additional thirty (30)
Business Days if the Company receives a comment letter from the SEC in connection therewith;


 


(b)       the
suspension from trading or failure of the ADSs to be listed on a Principal Market for a period of three (3) consecutive Business
Days;


 


(c)       the
delisting of the ADSs from the Principal Market, if the ADSs are not promptly thereafter trading on the New York Stock Exchange,
the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Capital Market;


 


(d)       the
failure for any reason by the Registrar or the Depositary to issue Purchase Securities to the Buyer within five (5) Business Days
after payment therefore by the Buyer has been received by the Company that the Buyer is
entitled to receive under this Agreement;


 


(e)       the
Company’s breach of any representation or warranty (as of the dates made), covenant or other term or condition under any
Transaction Document if such breach could reasonably be expected to have a Material Adverse Effect and except, in the case of a
breach of a covenant which is reasonably curable, only if such breach continues uncured for a period of at least five (5) Business
Days;


 






     


     


    

 


(f)       if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)       if
the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry
of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its creditors or (E)
becomes insolvent; or


 


(h)       a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in
an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the
liquidation of the Company or any Subsidiary.


 


 


So long as an Event of Default has occurred
and is continuing, or any event which, after notice and/or lapse of time, would become an Event of Default has occurred and is
continuing, or if the Closing Sale Price on the relevant Purchase Date is below the Floor Price, the Company may not require and
the Buyer shall not be obligated or permitted to purchase any Securities under this Agreement. If pursuant to or within the meaning
of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a Custodian
is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment for the
benefit of its creditors, (any of which would be an Event of Default as described in Sections 9(f), 9(g) and 9(h) hereof) this
Agreement shall automatically terminate without any liability or payment to the Company without further action or notice by any
Person. No such termination of this Agreement under Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations
under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations
with respect to any pending purchases under this Agreement.


 


10.       CERTAIN
DEFINED TERMS. 


 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a)       “1933
Act” means the Securities Act of 1933, as amended.


 


(b)       “Available
Amount” means initially Thirty Million Dollars ($30,000,000) in the aggregate which amount shall be reduced by the Purchase
Amount each time the Buyer purchases Purchase Securities pursuant to Section 1 hereof but which amount shall not be reduced by
the Commitment Securities issued pursuant to Section 4(e) hereof.


 


(c)       “Bankruptcy
Law” means Title 11, U.S. Code, or any similar United Kingdom, English, United States federal or state law for the relief
of debtors.


 


(d)       “Business
Day” means any day on which the Principal Market is open for trading during normal trading hours (i.e., 9:30 a.m. to
4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period of time less than the
customary time.


 


(e)       “Closing
Sale Price” means the last closing trade price for the ADSs on the Principal Market as reported by the Principal Market.


 






     


     


    

 


(f)       “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment),
which is designated as "Confidential," "Proprietary" or some similar designation. Information communicated
orally shall be considered Confidential Information if such information is expressly identified as Confidential Information at
the time of such initial disclosure and confirmed in writing as being Confidential Information within ten (10) Business Days after
the initial disclosure. Confidential Information may also include information disclosed to a disclosing party by third parties.
Confidential Information shall not, however, include any information which (i) was publicly known and made generally available
in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available
after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is
already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s
files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party from a third party without
a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without
use of or reference to the disclosing party’s Confidential Information, as shown by documents and other competent evidence
in the receiving party’s possession.


 


(g)       “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(h)       “Eastern
Time” means the time of the fifth time zone west of Greenwich, England that includes the eastern United States.




(i)       “Maturity Date” means the date that is thirty (30) months from
the Commencement Date.


 


(j)       “Person”
means an individual or entity including any limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


(k)       “Principal
Market” means the Nasdaq Capital Market; provided however, that in the event the Company’s ADSs are ever listed
or traded on the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the
Nasdaq Capital Market, then the “Principal Market” shall mean such other market or exchange on which the Company’s
ADSs are then listed or traded.


 


(l)       “Purchase
Amount” means, with respect to any particular purchase made hereunder, the portion of the Available Amount to be purchased
by the Buyer pursuant to any other purchase pursuant to Section 1 hereof as set forth in a valid Purchase Notice or VWAP Purchase
Notice which the Company delivers to the Buyer.


 


(m)       “Purchase
Date” means, with respect to any Regular Purchase made hereunder, the Business Day of receipt by the Buyer of a valid
Purchase Notice that the Buyer is to buy Purchase Securities pursuant to Section 1(b) hereof.


 






     


     


    

 


(n)        “Purchase
Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Securities
pursuant to Section 1(b) hereof as specified by the Company therein at the applicable Purchase Price on the Purchase Date.


 


(o)       
 “Purchase Price” means the lesser of (i) the lowest Sale Price of the ADSs on the Purchase Date or (ii) the
arithmetic average of the three (3) lowest Closing Sale Prices for the ADSs during the ten (10) consecutive Business Days ending
on the Business Day immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(p)       “Registrar”
means the Registrar of the Company as set forth in Section 11(f) hereof or such other person who is then serving as the Registrar
for the Company in respect of the Ordinary Shares.


 


(q)       “Sale
Price” means any trade price for the ADSs on the Principal Market during normal trading hours, as reported by the Principal
Market.


 


(r)       “SEC”
means the U.S. Securities and Exchange Commission.


 


(s)       “VWAP
Minimum Price Threshold” means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase
Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date
or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.


 


(t)       “VWAP
Purchase Amount” means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be
purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a valid VWAP Purchase Notice which requires the Buyer to buy
the VWAP Purchase ADS Percentage of the aggregate ADSs traded on the Principal Market during normal trading hours on the VWAP Purchase
Date up to the VWAP Purchase ADS Volume Maximum, subject to the VWAP Minimum Price Threshold.


 


(u)       “VWAP
Purchase Date” means, with respect to any VWAP Purchase made hereunder, the Business Day immediately following the receipt
by the Buyer of a valid VWAP Purchase Notice that the Buyer is to buy Purchase ADSs pursuant to Section 1(c) hereof.


 


(v)       “VWAP
Purchase Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase
ADSs on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase
Price with the applicable VWAP Purchase ADS Percentage specified therein.


 


(w)       “VWAP
Purchase ADS Percentage” means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof,
the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate
ADSs traded on the Principal Market during normal trading hours up to the VWAP Purchase ADS Volume Maximum on the VWAP Purchase
Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty percent (30%) of such VWAP Purchase Date’s
ADS trading volume of the ADSs on the Principal Market during normal trading hours.


 






     


     


    

 


(x)       
 “VWAP Purchase Price” means the lesser of (i) the Closing Sale Price
on the VWAP Purchase Date; or (ii) ninety-seven percent (97%) of volume weighted average price for the ADSs traded on the Principal
Market during normal trading hours on (A) the VWAP Purchase Date if the aggregate ADSs traded on the Principal Market on the VWAP
Purchase Date have not exceeded the VWAP Purchase ADS Volume Maximum and the Sale Price of ADSs has not fallen below the VWAP Minimum
Price Threshold (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction), or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur
of (1) the time at which the aggregate ADSs traded on the Principal Market has exceeded the VWAP Purchase ADS Volume Maximum, or
(2) the time at which the Sale Price of ADSs falls below the VWAP Minimum Price Threshold (to be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(y)       
 “VWAP Purchase ADS Estimate” means the number of ADSs that the Company elects to set forth in a VWAP Purchase
Notice in connection with a VWAP Purchase pursuant to Section 1(c) hereof which is the maximum number of ADSs that the Buyer may
be obligated to buy in such VWAP Purchase but which shall not exceed 250,000 ADSs for any one VWAP Purchase (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(z)       “VWAP
Purchase ADS Volume Maximum” means a number of ADSs traded on the Principal Market during normal trading hours on the
VWAP Purchase Date equal to: (i) the VWAP Purchase ADS Estimate, divided by (ii) the VWAP Purchase ADS Percentage (to be appropriately
adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


11.       MISCELLANEOUS.


 


(a)       Governing
Law; Jurisdiction; Jury Trial. The corporate laws of England and Wales shall govern all issues concerning the relative rights
of the Company and its shareholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement and the other Transaction Documents shall be governed by the internal laws of the State of Illinois, without
giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the State of Illinois. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in the City of Chicago, for the adjudication of any
dispute hereunder or under the other Transaction Documents or in connection herewith or therewith, or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an
inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient
service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY
TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


 






     


     


    

 


(b)       Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction) signature shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile
or PDF (or other electronic reproduction) signature.


 


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


 


(d)       Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)       Entire
Agreement. This Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements between
the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this
Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. Each of the Company and
the Buyer acknowledges and agrees that it has not relied on, in any manner whatsoever, any representations or statements, written
or oral, other than as expressly set forth in this Agreement. The Buyer and the Company agree that that certain Securities Purchase
Agreement, dated as of September 26, 2018 by and between the Company and the Buyer is hereby terminated as of the date hereof.


 


(f)       Notices.
Any notices, consents or other communications required or permitted to be given under the terms of this Agreement must be in writing
and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile
(provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); (iii)
upon receipt, when sent by electronic message (provided the recipient responds to the message and confirmation of both electronic
messages are kept on file by the sending party); or (iv) one (1) Business Day after timely deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to receive the same. The addresses and facsimile numbers
for such communications shall be:


 


If to the Company:


Akari Therapeutics, Plc


75/76 Wimpole Street


London W1G 9RT


United Kingdom


Telephone: 44 20 8004 0270


Facsimile: None


Attention: Clive Richardson


Email: clive.richardson@akaritx.com


 






     


     


    

 


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


McDermott Will & Emery LLP


340 Madison Avenue

New York, NY 10173


Telephone: 1 212 547 5352


Facsimile: 1 646 390 0820


Attention: Todd Finger or Gary
Emmanuel


Email: tfinger@mwe.com
or gemmanuel@mwe.com


 


If to the Buyer:


Aspire Capital Fund, LLC


155 North Wacker Drive, Suite
1600


Chicago, IL 60606


Telephone: 1 312-658-0400


Facsimile: 1 312-658-4005


Attention: Steven G. Martin


Email: smartin@aspirecapital.com


 


With a copy to (which
shall not constitute delivery to the Buyer):


Morrison & Foerster LLP


2000 Pennsylvania Avenue, NW, Suite
6000


Washington, DC 20006


Telephone: 1 202-778-1603


Facsimile: 1 202-887-0763


Attention: David M Lynn, Esq.


Email: dlynn@mofo.com


 


If to the Registrar:


SLC Registrars


Elder House, St Georges Business
Park


Brooklands Road


Weybridge, Surrey KT13 0TS


United Kingdom


Telephone: 44 (0)1903 706150 


Facsimile: 44 (0)333 207 6354


Attention: Ms Charlotte Sugden


Email: office@slcregistrars.com
or charlotte.sugden@slcregistrars.com


        


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party at least one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the
recipient of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile
machine containing the time, date, and recipient facsimile number, (C) electronically generated by the sender’s electronic
mail containing the time, date and recipient email address or (D) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of receipt in accordance with clause (i), (ii), (iii) or (iv) above, respectively.


 


(g)       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Buyer, including by merger or consolidation; provided, however, that any transaction, whether by merger, reorganization, restructuring,
consolidation, financing or otherwise, whereby the Company remains the surviving entity immediately after such transaction shall
not be deemed a succession or assignment. The Buyer may not assign its rights or obligations under this Agreement.


 






     


     


    




 


(h)       No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.


 


(i)       Publicity.
The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by
or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this
Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval
of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions
as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer in connection with
any such press release or other public disclosure at least one (1) Business Day prior to its release; provided, however, that the
Company’s obligations pursuant to this Section 11(i) shall not apply if the material provisions of such press release, SEC
filing, or other public disclosure previously has been publicly disclosed by the Company in accordance with this Section 11(i).
The Buyer must be provided with a copy thereof at least one (1) Business Day prior to any release or use by the Company thereof.


 


(j)       Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 


(k)       Termination.
This Agreement may be terminated only as follows:


 


(i)       If
pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding
against the Company, a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes
a general assignment for the benefit of its creditors, (any of which would be an Event of Default as described in Sections 9(f),
9(g) and 9(h) hereof) this Agreement shall automatically terminate without any liability or payment to the Company without further
action or notice by any Person. No such termination of this Agreement under this Section 11(k)(i) shall affect the Company’s
or the Buyer’s obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete
their respective obligations with respect to any pending purchases under this Agreement.


 


(ii)       In
the event that the Commencement shall not have occurred the Company shall have the option to terminate this Agreement for any reason
or for no reason without any liability whatsoever of either party to the other party under this Agreement except as set forth in
Section 11(k)(viii) hereof.


 






     


     


    

 


(iii)       In
the event that the Commencement shall not have occurred on or before the one year anniversary of the date of this Agreement, due
to the failure to satisfy any of the conditions set forth in Sections 6 and 7 above with respect to the Commencement, this Agreement
shall automatically terminate without any liability or payment to the Company without further action or notice by any Person.


 


(iv)       At
any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no reason
by delivering notice (a “Company Termination Notice”) to the Buyer electing to terminate this Agreement without
any liability whatsoever of either party to the other party under this Agreement except as set forth in Section 11(k)(viii) hereof.
The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Buyer.


 


(v)       This
Agreement shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available Amount as
provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any
other party under this Agreement except as set forth in Section 11(k)(viii) hereof.


 


(vi)       If
by the Maturity Date for any reason or for no reason the full Available Amount under this Agreement has not been purchased as provided
for in Section 1 of this Agreement, this Agreement shall automatically terminate on the Maturity Date, without any action or notice
on the part of any party and without any liability whatsoever of any party to any other party under this Agreement except as set
forth in Section 11(k)(viii) hereof.


 


(vii)Except
as set forth in Sections 11(k)(i) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 11(k)(v) and 11(k)(vi),
any termination of this Agreement pursuant to this Section 11(k) shall be effected by written notice from the Company to the Buyer
setting forth the basis for the termination hereof.


 


(viii)       The
representations and warranties of the Company and the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification provisions
set forth in Section 8 hereof and the agreements and covenants set forth in Sections 4(e), 4(g) and 11, shall survive the Commencement
and any termination of this Agreement. No termination of this Agreement shall affect the Company’s or the Buyer’s rights
or obligations (i) under the Registration Rights Agreement, which shall survive any such termination in accordance with its terms,
or (ii) under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations
with respect to any pending purchases under this Agreement.


 


(l)       No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has not engaged
any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Buyer represents
and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with
the transactions contemplated hereby. Each party shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder engaged by such party relating to or arising out of the transactions contemplated
hereby. Each party shall pay, and hold the other party harmless against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 






     


     


    

 


(m)       No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(n)       Failure
or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


 


* * * * *


 




     


     


    


 


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


 


  


	 	
        THE COMPANY:

         

        AKARI THERAPEUTICS, PLC

         

         

        By: /s/ Clive Richardson

        Name: Clive Richardson

        Title: Director & CEO

         

         

        BUYER:

         

        ASPIRE CAPITAL FUND, LLC

        BY: ASPIRE CAPITAL PARTNERS, LLC

        BY: SGM HOLDINGS CORP.

         

        By: /s/ Steven G. Martin

        Name: Steven G. Martin

        Title: President