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1,365,000 Shares of Common Stock

 

Arcturus
Therapeutics Holdings Inc.

 

UNDERWRITING AGREEMENT

 

December 7, 2020

 

Piper Sandler & Co.

Guggenheim Securities, LLC

Wells Fargo Securities, LLC

As Representatives of the
several Underwriters named in
Schedule I attached hereto

 

c/o Piper Sandler & Co.

800 Nicollet Mall, Suite 800

Minneapolis, Minnesota 55402

 

c/o Guggenheim Securities, LLC
330 Madison Avenue
New York, New York 10017

 

c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001

 

Ladies and Gentlemen:

 

Arcturus Therapeutics
Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”),
proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule
I
hereto (the “Underwriters”) an aggregate of 1,365,000 shares of its common stock, par value $0.001 per
share (the “Common Stock”). The 1,365,000 shares of Common Stock to be sold by the Company are called the “Firm
Shares
.” The Company also proposes to issue and sell to the several Underwriters up to an additional 204,750 shares (the
Additional Shares”) of Common Stock at the option of the Underwriters as provided in Section 2(c) below. The
Firm Shares and any Additional Shares purchased by the Underwriters are referred to herein as the “Shares.”
Piper Sandler & Co. (“Piper Sandler”), Guggenheim Securities, LLC (“Guggenheim”) and
Wells Fargo Securities, LLC (“Wells Fargo”) are each acting as representative (the “Representatives”)
of the several Underwriters in connection with the offering and sale of the Shares contemplated herein (the “Offering”).

 

 

As used in this underwriting
agreement (the “Agreement”), the following defined terms shall apply:

 

The “Registration
Statement
” means the registration statement on Form S-3 (File No. 333-251175), including the exhibits, schedules and
financial statements and any prospectus supplement relating to the Offering that is filed with the Securities and Exchange Commission
(the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (the “Securities Act”) and deemed part of such registration statement pursuant to Rule
430B under the Securities Act, as amended on each Effective Date (as defined below), and, in the event any post-effective amendment
thereto or any registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act (a “Rule
462(b) Registration Statement
”) becomes effective prior to the Closing Date (as defined in Section 2(b) hereof), shall
also mean such registration statement as so amended or such Rule 462(b) Registration Statement, as the case may be.

 

The “Effective
Date
” means, with respect to the Registration Statement, each date and time that such Registration Statement, and any
post-effective amendment or amendments thereto or any Rule 462(b) Registration Statement became or becomes effective.

 

The “Base Prospectus
means the base prospectus contained in the Registration Statement at the date and time that this Agreement is executed and delivered
by the parties hereto (the “Execution Time”).

 

The “Preliminary
Prospectus
” means any preliminary prospectus supplement to the Base Prospectus which is used prior to the filing of the
Prospectus (as defined below), together with the Base Prospectus.

 

The “Prospectus
means the final prospectus supplement relating to the Shares that is first filed pursuant to Rule 424(b) under the Securities Act
after the Execution Time, together with the Base Prospectus.

 

The “Pricing
Disclosure Package
” shall mean (i) the Base Prospectus, (ii) the Preliminary Prospectus used most recently prior to the
Applicable Time (as defined below), (iii) any issuer free writing prospectus, as defined in Rule 433 under the Securities Act (an
Issuer Free Writing Prospectus”), identified in Schedule II hereto, (iv) any other free writing prospectus,
as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”), that the parties hereto shall
hereafter expressly agree in writing to treat as part of the Pricing Disclosure Package and (v) the pricing information identified
in Schedule III hereto.

 

As
used herein,
Applicable Time” is 8:00 p.m.
(New York City time) on December 7, 2020.

 

As
used herein,
Road Showmeans a road
show” (as defined
in Rule 433
under the Securities
Act) relating to
the offering of
the Shares contemplated
hereby that is
a written communication” (as
defined in Rule
405 under the
Securities Act). All references
in this Agreement
to the Registration
Statement
, any Preliminary Prospectus,
the Base Prospectus and the
Prospectus shall include
the documents incorporated
or deemed to
be incorporated by
reference therein. All
references in this
Agreement to financial
statements and schedules
and other information
that are
contained in,” included
in
,” filed
with
,” stated inor
part ofthe Registration
Statement
, the Rule 462(b)
Registration Statement, any Preliminary
Prospectus, the Pricing
Disclosure Package o
r the Prospectus,
and all other
references of like
import, shall be
deemed to mean
and include all
such financial statements
and schedules and
other information that
is or is
deemed to be
incorporated by reference
in the Registration
Statement
, the Rule 462(b)
Registration Statement, any Preliminary
Prospectus, the Base
Prospectus
, the Pricing Disclosure Package
or the Prospectus,
as the case
may be.

 

 

All
references in this
Agreement to amendments
or supplements to
the Registration Statement, the
Rule 462(b) Registration
Statement
, any Preliminary Prospectus,
the Pricing Disclosure Package or the
Prospectus shall be deemed
to mean and
include the filing
of any document
under the Securities
Exchange Act of
1934, as amended,
and the rules
and regulations promulgated thereunder
(collectively, the Exchange
Act
) that is
or is deemed
to be incorporated
by reference in
the Registration Statement, the
Rule 462(b) Registration
Statement
, any Preliminary Prospectus,
the Pricing Disclosure Package, or
the Prospectus, as
the case may
be. All references
in this Agreement
to the Registration
Statement
, any Preliminary Prospectus,
the Base Prospectus or the
Prospectus, any amendments
or supplements to
any of the
foregoing, or any
free writing prospectus,
shall include any
copy thereof filed
with the Commission
pursuant to its
Electronic Data Gathering,
Analysis and Retrieval
System (“EDGAR”).

 

1.                 
Representations and Warranties of the Company. The Company represents and warrants
to, and agrees with, each of the Underwriters as of the date hereof, the Applicable Time, the Closing Date (as hereinafter defined)
and any Additional Closing Date (as hereinafter defined) that:

 

(a)  
The Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities
Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of
the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under
the Securities Act has been received by the Company. The Company has complied, to the Commission’s satisfaction, with all
requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of either
Registration Statement is in effect and no proceedings for
such purpose, pursuant to Rule 401(g)(2)
or pursuant to Section 8A under the Securities Act have been
instituted or are
pending or, to
the Company’s knowledge,
are contemplated or
threatened by the
Commission. At the
time the Registration Statement was originally
filed with the Commission
, the Company
met the thenapplicable
requirements for use of Form S-3 under the Securities Act, including General Instruction I.B.1 of such Form S-3. The documents
incorporated or deemed to be incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus,
at the time they were or hereafter are filed
with the Commission,
or became effective
under the Exchange
Act, as the
case may be,
complied and will
comply in all
material respects with the requirements
of the Exchange Act. The Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) eligible to
use the Registration Statement as an automatic shelf registration statement and the Company has not received notice that the Commission
objects to the use of the Registration Statement as an automatic shelf registration statement.

 

 

The
Company is not
an ineligible issuer” (as
such term is
defined in Rule
405 under the
Securities Act) as
of the eligibility
determination date for
purposes of Rules
164 and 433
under the Securities
Act with respect
to the Offering
of the Shares.

 

(b)              
Each of the Registration Statement, any
Rule 462(b) Registration
Statement an
d any post-effective amendment
thereto, as of
the applicable Effective
Date, complied and,
until such time
as the Underwriters
are no longer
required to deliver
a Prospectus in order
to confirm sales
of the Shares,
will comply in
all material respects
with the Securities
Act and the rules and regulations of the Commission
thereunder (the “Rules and Regulations”).
The Preliminary Prospectus and the Prospectus, at the time
each was filed with the Commission, complied in all material respects with the requirements of the Securities Act and the Rules
and 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.

 

(c)              
The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will
not contain, as of the date of such amendment or supplement, an untrue statement of a material fact or omitted or will omit to
state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any information contained in or omitted from the Registration Statement
or any amendment thereto in reliance upon and in conformity with information furnished in writing to the Company by or on behalf
of any Underwriter through the Representatives specifically for use therein. The parties hereto agree that such information provided
by or on behalf of any Underwriter through the Representatives consists solely of the material referred to in Section 19 hereof.
Each “forward-looking statement” (within the meaning of Section 27A of the Securities
Act or Section 21E of the Exchange Act) contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus
or the Prospectus has been made or reaffirmed with a reasonable basis and has been disclosed in good faith.

 

(d)              
The Pricing Disclosure Package, as of the Applicable Time, did not contain 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. The Prospectus will not, as of its date, as of the Closing Date or as of any Additional
Closing Date, contain 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. Each Issuer Free Writing Prospectus complies
in all material respects with the applicable provisions of the Securities Act and the Rules and Regulations, and does not conflict
with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. No representation
and warranty is made in this Section 1(d) with respect to any information contained in or omitted from the Pricing Disclosure Package,
the Prospectus or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to
the Company by or on behalf of any Underwriter through the Representatives specifically for use therein. The parties hereto agree
that such information provided by or on behalf of any Underwriter through the Representatives consists solely of the material referred
to in Section 19 hereof.

 

 

(e)              
Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities
Act and the Rules and Regulations on the date of first use, and the Company has complied with the requirements of Rule 433 under
the Securities Act with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery,
filing, record retention and legending requirements applicable to any such Issuer Free Writing Prospectus. The Company has not
(i) distributed any offering material in connection with the Offering other than any Preliminary Prospectus, the Prospectus, and
any Issuer Free Writing Prospectus set forth on Schedule II hereto, or (ii) filed, referred to, approved, used or authorized
the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering
or the Shares, except for any Issuer Free Writing Prospectus set forth in Schedule II hereto and any electronic road show
previously approved by the Representatives. The Company has retained in accordance with the Securities Act and the Rules and Regulations
all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act and the Rules and Regulations.

 

(f)               
Ernst & Young LLP, which has expressed its opinion with respect to the financial statements
(which term as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration
Statement, the Pricing Disclosure Package or the Prospectus, is (i) an independent registered public accounting firm as required
by the Securities Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”),
(ii) in compliance with the applicable requirements relating to the qualification of accountants
under Rule 2-01 of Regulation S-X under the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB
whose registration has not been suspended or revoked and who has not requested such registration to be withdrawn.

 

(g)              
Subsequent to the respective dates as of which information is given in the Registration
Statement, the Pricing Disclosure Package or the Prospectus, except as disclosed therein, (i) the Company has not declared or paid
any dividends, or made any other distribution of any kind, on or in respect of its capital stock, (ii) there has not been any material
change in the capital stock or long-term or short-term debt of the Company or any of its subsidiaries listed in Exhibit A
hereto (each, a “Subsidiary” and, collectively, the “Subsidiaries”), (iii) there have been
no transactions entered into by the Company or any of its Subsidiaries, other than in the ordinary course of business, which are
material with respect to the Company and its Subsidiaries, taken as a whole, (iv) neither the Company nor any Subsidiary has sustained
any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident
or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, and
(v) there has not been any material adverse change in or affecting the business, management, condition (financial or otherwise),
results of operations, stockholders’ equity, properties or prospects of the Company and the Subsidiaries, taken as a whole
(a “Material Adverse Change”). Since the date of the latest balance sheet included, or incorporated by reference,
in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has incurred
or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered
into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and
the Subsidiaries, taken as a whole, except for liabilities, obligations and transactions which are disclosed in
the Registration
Statement, the Pricing Disclosure Package and the Prospectus.

 

 

(h)              
The Company has an authorized capitalization as set forth in the Pricing Disclosure Package
and the Prospectus, and all of the issued and outstanding shares of capital stock of the Company are fully paid and non-assessable
and have been duly authorized and validly issued,
in compliance with all applicable state, federal and foreign securities
laws and not in violation of or subject to any preemptive or similar right that entitles any person
to acquire from the Company or
any Subsidiary any Common Stock or other security of the
Company or any security convertible into, or exercisable or exchangeable for, Common Stock
or any other such security of the Company (any “Relevant Security”), except
for such rights as may have been fully satisfied or waived prior to the effectiveness of the Registration Statement. All of the
issued shares of capital stock of or other ownership interests in each Subsidiary owned, directly or indirectly, by the Company
have been duly authorized and validly issued and are fully paid and non-assessable and are owned directly or indirectly by the
Company free and clear of
any lien, charge, mortgage, pledge, security interest, claim, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever (any “Lien”).

 

(i)                
The Shares to be delivered on the Closing Date and any Additional Closing Date, if any,
have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid
and non-assessable
, will have been issued in compliance with all applicable state,
federal and foreign securities laws and will not have been issued in violation of or subject to
any preemptive or similar right that entitles any person to acquire any
Relevant Security from
the Company. The Common Stock and the Shares conform to the descriptions thereof contained in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. Except as disclosed in the
Registration Statement, the Pricing Disclosure Package
and the Prospectus, the Company has no outstanding warrants, options to purchase, or any preemptive
rights or other rights to subscribe for or to purchase, or any contracts or commitments to issue or sell, any Relevant Security.
No holder of any Relevant Security has any rights to require
registration under the Securities Act of any Relevant Security in connection with the offer and sale of the Shares contemplated
hereby,
except for any such rights that
have either been fully complied with by the Company or effectively waived by the holders thereof.

 

(j)                
The Company and each Subsidiary has been duly organized and validly exists as a corporation,
partnership or limited liability company (as the case may be) in good standing under the laws of its jurisdiction of organization
(to the extent such good standing concept exists in such jurisdiction) and has corporate, partnership or limited liability company
power and authority (as the case may be) to own
or lease its
property and conduct its business as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
The Company and each Subsidiary is qualified to do business and is in good standing as a foreign corporation, partnership or limited
liability company (as the case may be) in each jurisdiction (to the extent such good standing concept exists in such jurisdiction)
in which the character or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes
such qualification necessary, except for those failures to be so qualified or in good standing which
(individually and in
the aggregate) would not reasonably be expected to have a material adverse effect on (i) the business,
management, condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the
Company and the Subsidiaries, taken as a whole; or (ii) the ability of the Company to consummate the Offering or any other transaction
contemplated by this Agreement or the
Registration Statement, the Pricing Disclosure Package and the Prospectus (a
Material Adverse Effect”). The certificate or articles of incorporation, by-laws, partnership agreement, limited
liability company agreement or other constitutive and organizational documents (as the case may be) of the Company and each Subsidiary
comply with the requirements of applicable law and are in full force and effect. The Subsidiaries are the only “subsidiaries”
of the Company (within the meaning of Rule 405 under the Securities Act.)

 

 

(k)  
             Neither the Company nor any Subsidiary (i) is in violation of its certificate or articles of incorporation, by-laws, certificate
of formation, limited liability company agreement, partnership agreement or other organizational documents, (ii) is in default
under, and no event has occurred which, with notice or lapse of time or both, would constitute a default under or result in the
creation or imposition of any Lien upon any property or assets of the Company or any Subsidiary pursuant to, any indenture, mortgage,
deed of trust, note, lease, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to
which any of its property or assets is subject, or (iii) is in violation of any statute, law, rule, regulation, ordinance, directive,
judgment, writ, decree or order of any court or judicial, regulatory or other legal or governmental agency or body, foreign or
domestic, having jurisdiction over the Company or any Subsidiary except (in the case clauses (ii) and (iii) above) for violations
or defaults that would not (individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

 

(l)                
Each of the Company and each Subsidiary has all requisite power and authority, and all necessary
consents, approvals, authorizations, orders, registrations, qualifications, licenses, filings and permits of, with and from all
judicial, regulatory and other legal or governmental agencies and bodies and all third parties, foreign and domestic (collectively,
the “Consents”), to own, lease and operate its properties and conduct its business as it is now being conducted
and as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, and each such Consent is valid
and in full force and effect, except in each case as would not reasonably be expected to have a Material Adverse Effect. Neither
the Company nor any Subsidiary has received notice of any investigation or proceedings which, if decided adversely to the Company
or any such Subsidiary, would reasonably be expected to result in the revocation of, or imposition of a materially burdensome restriction
on, any such Consent.

 

(m)            
This Agreement has been duly and validly authorized, executed and delivered by the Company.

 

(n)              
The issuance and sale of the Shares (including the use of proceeds from the sale of the
Shares as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus), the compliance by the Company
with this Agreement and the consummation of the transactions contemplated hereby and by the Registration Statement, the Pricing
Disclosure Package and the Prospectus do not and will not (i) conflict with or result in a breach or violation of any of the terms
and provisions of, or constitute a default (or an event which with notice or lapse of time, or both, would constitute a default)
under, or result in the creation or imposition of any Lien upon any property or assets of the Company or any Subsidiary pursuant
to, any indenture, mortgage, deed of trust, note, lease, loan agreement or other agreement, instrument, franchise, license or permit
to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary or their respective properties, operations
or assets may be bound, (ii) violate or conflict with any provision of the certificate or articles of incorporation, by-laws, certificate
of formation, limited liability company agreement, partnership agreement or other organizational documents (as the case may be)
of the Company or any Subsidiary, or (iii) violate or conflict with any statute, law, rule, regulation, ordinance, directive, judgment,
writ, decree or order of any court or judicial, regulatory, administrative or other legal or governmental agency or body (including,
without limitation, the
United States Food and Drug Administration
(the “FDA”)), domestic or foreign, having jurisdiction over the Company or any Subsidiary, except (in the case
of clauses (i) and (iii) above) as would not reasonably be expected to have a Material Adverse Effect.

 

 

(o)              
No Consent is required for the execution, delivery and performance by the Company of this
Agreement, the issue and sale of the Shares (including the use of proceeds from the sale of the Shares as described in the Registration
Statement, the Pricing Disclosure Package and the Prospectus) and the consummation by the Company of the transactions contemplated
hereby and by the Registration Statement, the Pricing Disclosure Package and the Prospectus, except the registration under the
Securities Act of the Shares, such Consents as may be required by
the Nasdaq Stock
Market LLC (“Nasdaq”)
in regards to the listing of the Shares and under
applicable state securities or blue sky laws and such other Consents as have been obtained.

 

(p)              
There is no judicial, regulatory, arbitral or other legal or governmental proceeding or
other litigation
or arbitration, domestic or foreign, pending to which the Company or any
Subsidiary is a party or of which any property, operations or assets of the Company or any Subsidiary is the subject which, individually
or in the aggregate, if determined adversely to the Company or any Subsidiary, would reasonably be expected to have a Material
Adverse Effect; to the Company’s knowledge, no such proceeding, litigation or arbitration is threatened or contemplated;
and the defense of all such proceedings, litigation and arbitration against or involving the Company or any Subsidiary would not
reasonably be expected to have a Material Adverse Effect.

 

(q)              
The financial statements, including the notes thereto, and the supporting schedules included
or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in
all material respects the consolidated financial position as of the dates indicated and the cash flows and results of operations
for the periods specified of the Company and its consolidated Subsidiaries; said financial statements have been prepared in conformity
with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout
the periods involved; and the supporting schedules, if any, included in the Registration Statement, the Pricing Disclosure Package
and the Prospectus present fairly in all material respects in accordance with GAAP the information required to be stated therein.
No other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement,
the Pricing Disclosure Package or the Prospectus by the Securities Act, the Exchange Act or the Rules and Regulations. The other
financial and statistical information included or incorporated by reference in the Registration Statement, the Pricing Disclosure
Package and the Prospectus present fairly in all material respects the information included therein and have been prepared on a
basis consistent with that of the financial statements that are included or incorporated by reference in the Registration Statement,
the Pricing Disclosure Package and the Prospectus and the books and records of the respective entities presented therein.

All disclosures contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or incorporated by
reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of
the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent
applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects
and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

 

 

(r)               
The statistical, industry-related and market-related data included in the Registration Statement,
the Pricing Disclosure Package and the Prospectus are based on or derived from sources which the Company reasonably and in good
faith believes are reliable and accurate, and such data agree with the sources from which they are derived.

 

(s)               
The Company has submitted a Listing of Additional Shares notification to Nasdaq. The Company
has not received an oral or written notification from Nasdaq or any court or any other federal, state, local or foreign governmental
or regulatory authority having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets (“Governmental
Authority
”) of any inquiry or investigation or other action that would cause the Shares to stop being quoted on Nasdaq.

 

(t)                
There are no contracts or documents which are required to be described in the Registration Statement, the Pricing Disclosure
Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and filed as
required.

 

(u)              
The Company and its Subsidiaries maintain a system of internal accounting and other controls
sufficient to provide reasonable assurances 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 accountability for assets, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, (iv) the recorded accounting for assets is compared with existing assets at reasonable intervals
and appropriate action is taken with respect to any differences and (v) the interactive data in eXtensible Business Reporting Language
included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus
fairly
presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules
and guidelines applicable thereto.

 

(v)              
The Company maintains a system of internal control over financial reporting (as such term
is defined in Rule 13a-15(f) under the
Exchange Act) that complies with the requirements
of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer,
or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting
is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting. Since the
date of the latest audited financial statements included or incorporated by reference in the Pricing Disclosure Package, there
has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.

 

  

(w)            
The Company maintains disclosure controls and procedures (as such term is defined in Rule
13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures
have been designed to ensure that material information relating to the Company and its Subsidiaries is made known to the Company’s
principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures
are effective.

 

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

 

(y)              
The shares of Common Stock are registered pursuant to Section 12(b) or 12(g) of the Exchange
Act and are listed on the Nasdaq Global Market, and the Company has taken no action designed to, or likely to have the effect of,
terminating the registration of the shares of Common Stock under the Exchange Act or delisting the shares of Common Stock from
the Nasdaq Global Market, nor has the Company received any notification that the Commission or Nasdaq is contemplating terminating
such registration or listing. The Company is in compliance with all applicable listing requirements of Nasdaq.

 

(z)              
To the Company’s knowledge, no relationship, direct or indirect, exists between or
among any of the Company or any affiliate of the Company, on the one hand, and any director, officer, shareholder, customer or
supplier of the Company or any affiliate of the Company, on the other hand, which is required by the Securities Act or the Exchange
Act to be described in the Registration Statement or the Prospectus that is not so described as required. There are no outstanding
loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness
by the Company to or for the benefit of any of the officers or directors of the Company or any of their respective family members.
The Company has not, in violation of the Sarbanes-Oxley Act, directly or indirectly, including through any affiliate of the Company,
extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal
loan to or for any director or executive officer of the Company.

 

(aa)           
Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the
Securities Act) has taken, directly or indirectly, any action which constitutes or is designed to cause or result in, or which
would reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security
to facilitate the sale or resale of the Shares
or to result in a violation of Regulation M under the Exchange Act.

 

(bb)          
Neither the Company nor any of its affiliates (within the meaning of Rule 144 under the
Securities Act) has, prior to the date hereof, made any offer or sale of any securities which could be “integrated”
(within the meaning of the Securities Act and the Rules and Regulations) with the offer and sale of the Shares pursuant to the
Registration Statement.

 

 

(cc)           
All of the information provided to the Underwriters or to counsel for the Underwriters by
the Company, its officers and directors and to the Company’s knowledge the holders of any securities (debt or equity) or
options to acquire any securities of the Company in connection with the offering of the Shares is true, complete and correct in
all material respects and compliant with
Financial Industry Regulatory Authority, Inc.’s (“FINRA”)
rules and any letters, filings or other supplemental information provided to FINRA pursuant to
FINRA Rules or NASD Conduct Rules is true, complete and correct in all material respects. In accordance with FINRA Conduct Rule
5110(h)(1)(C), the Shares have been registered with the Commission on Form S-3 under the Securities Act.

 

(dd)          
The statements set forth in the Pricing Disclosure Package and Prospectus under the caption
“Description of Capital Stock We May Offer”, insofar as it purports to constitute a summary of the terms of the Common
Stock, are accurate and complete in all material respects. The statements set forth in the Company’s Annual Report on Form
10-K for the year ended December 31, 2019 under the caption “Business—
Product Approval and Government Regulation
and “Risk Factors” and as set forth in the Pricing Disclosure Package and the Prospectus under the caption “Risk
Factors”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate
and complete in all material respects.

 

(ee)           
The Company is not and, at all times up to and including consummation of the transactions
contemplated by this Agreement, and after giving effect to application of the net proceeds of the Offering as described in the
Pricing Disclosure Package and the Prospectus, will not be, required to register as an “investment company” under the
Investment Company Act of 1940, as amended, and is not and will not be an entity “controlled” by an “investment
company” within the meaning of such act.

 

(ff)             
Except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus,
there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against
the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with the transactions
contemplated by this Agreement or, to the Company’s knowledge, any arrangements, agreements, understandings, payments or
issuance with respect to the Company or any of its officers, directors, shareholders, partners, employees, Subsidiaries or affiliates
that may affect the Underwriters’ compensation as determined by FINRA Rule 5110.

 

(gg)          
The Company and each Subsidiary owns or leases all such properties as are necessary to the
conduct of its business as presently operated and as proposed to be operated as described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. The Company and the Subsidiaries have good and marketable title in fee simple to all real
property and good and marketable title to all personal property owned by them, in each case free and clear of any and all Liens
except such as are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or such as do not
(individually or in the aggregate) materially affect the value of such property or materially interfere with the use made or proposed
to be made of such property by the Company and the Subsidiaries; and any real property and buildings held under lease or sublease
by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are
not material to, and do not materially interfere with, the use made and proposed to be made of such property and buildings by the
Company and the Subsidiaries. Neither the Company nor any Subsidiary has received any notice of any claim adverse to its ownership
of any real or personal property or of any claim against the continued possession of any real property, whether owned or held under
lease or sublease by the Company or any Subsidiary.

 

 

(hh)          
The Company and each Subsidiary: (i) owns or possesses valid and adequate rights to use any and all patents and patent applications;
trademarks, service marks, domain names, social media accounts and identifiers, trade names, brand names, trademark registrations,
service mark registrations, and all goodwill arising from the foregoing; rights of publicity; copyrights, works of authorship,
software, data, databases, systems, and technology; licenses, formulae, customer lists, know-how, trade secrets and other unpatented
and/or unpatentable proprietary or confidential information, systems or procedures; and all other intellectual, industrial, or
proprietary property or rights (collectively, “Intellectual Property”) used in or necessary for the conduct
of their respective businesses as presently conducted and as described as proposed to be conducted in the Registration Statement,
the Pricing Disclosure Package and the Prospectus (collectively, the “Company Intellectual Property”), and none
of the foregoing will be adversely affected by the consummation of the transactions contemplated hereby; and (ii) except as described
in the Registration Statement, the Pricing Disclosure Package and the Prospectus, exclusively own free and clear of all Liens all
right, title, and interest in and to all Intellectual Property described in the Pricing Disclosure Package and the Prospectus as
being owned by them or that is otherwise purported to be owned by them (collectively, the “Owned Intellectual Property”).
All material registrations and applications for Owned Intellectual Property are subsisting, unexpired and have not been abandoned
in any applicable jurisdiction. The Company and the Subsidiaries have not received any notice of any claim of infringement, misappropriation
or violation of the Intellectual Property rights of others that would, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company and Subsidiaries have taken reasonable measures consistent with industry standards
to protect the confidentiality of their material trade secrets and confidential or proprietary information (including the source
code for all material proprietary software). No such material trade secrets or information (including source code) has ever been
disclosed or released to any third party (except pursuant to reasonable confidentiality obligations) and, to the Company’s
knowledge, no event has occurred, and no circumstances or conditions exist (including the execution of this Agreement or the consummation
of the transactions contemplated hereby) that (with or without notice or lapse of time, or both) will, or would reasonably be expected
to, result in the disclosure or release thereof to a third party. To the Company’s knowledge, all such trade secrets and
information (including source code) which has not been patented is and has been kept confidential. Except as disclosed in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, neither the Company nor any Subsidiary has granted, licensed or assigned
to any other person or entity any right to manufacture, have manufactured, assemble, offer to sell, or sell the current products
and services of the Company and its Subsidiaries or those products and services described in the Registration Statement, the Pricing
Disclosure Package and the Prospectus. There is and has been no infringement, misappropriation, or other violation (i) by the Company
or any Subsidiary (including by the operation of its respective business or its products or services) of any Intellectual Property
rights of any third party or (ii) by third parties of any Owned Intellectual Property, except, in each case, as would not reasonably
be expected to have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened action, suit,
proceeding, or claim either (x) challenging (A) the Company’s or any Subsidiary’s rights in or to any Company Intellectual
Property or (B) the validity, enforceability, scope, ownership, or use of any Owned Intellectual Property, or (y) alleging any
infringement, misappropriation, or other violation by the Company or any Subsidiary of any patent, trademark, copyright, trade
secret or other Intellectual Property right of any third party, and in each case of (x) and (y), the Company is unaware of any
fact which would form a reasonable basis for any such claim. None of the Company’s or any Subsidiary’s material proprietary
software contains, incorporates, includes or is linked to, derived from, embedded with or distributed with any “copyleft”
or similar software in any manner that would require that any source code for such material proprietary software to be disclosed,
licensed, or distributed to others.

 

 

(ii)             
The Company and its Subsidiaries’ information technology assets and equipment, computers,
systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate
for, and operate and perform in all material respects as required in connection with the operation of the business of the Company
and its Subsidiaries as currently conducted, and to the best of the Company’s knowledge, are free and clear of all material
bugs, errors, defects, viruses, worms, Trojan horses, time bombs, malware or other similar flaws, harmful programs or corruptants.
The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security
of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal
Data”)) used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses
of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other
person, nor any incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently
in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator
or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of
IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation
or modification.

 

(jj)             
Neither the Company nor its Subsidiaries have been notified in writing, or have been required
by applicable Law or a Governmental Authority to notify in writing, any person of any Personal Data or security-related incident.
Neither the Company nor its Subsidiaries have received any notice of any claims, investigations, or alleged violations of Law with
respect to Personal Data. To the best of the Company’s knowledge, no person has commenced any proceedings relating to the
Company or its Subsidiaries’ information privacy or data security practices.

 

(kk)          
There has been no loss, damage, or unauthorized access, disclosure, use, or breach of security
of any Company or Subsidiary information in their possession, custody, or control, or otherwise held or processed on their behalf
that would reasonably be expected to have a Material Adverse Effect. The Company and its Subsidiaries have implemented, and required
of their third party vendors, adequate policies and commercially reasonable security controls regarding the collection, use, disclosure,
retention, confidentiality, integrity, and availability of personal and business sensitive information in their possession, custody,
or control, or held or processed on their behalf, and regarding the integrity and availability of the information technology the
Company and its Subsidiaries own, operate, or outsource.

 

 

(ll)             
The Company and the Subsidiaries maintain insurance in such amounts and covering such risks
as the Company reasonably considers adequate for the conduct of its business and the value of its properties and as is customary
for companies engaged in similar businesses in similar industries, all of which insurance is in full force and effect, except where
the failure to maintain such insurance would not reasonably be expected to have a Material Adverse Effect. There are no material
claims by the Company or any Subsidiary under any such policy or instrument as to which any insurance company is denying liability
or defending under a reservation of rights clause. The Company reasonably believes that it will be able to renew its existing insurance
as and when such coverage expires or will be able to obtain replacement insurance adequate for the conduct of the business and
the value of its properties at a cost that would not have a Material Adverse Effect.

 

(mm)     
Except as would not reasonably be expected to result in a Material Adverse Effect, each
of the Company and each Subsidiary has accurately prepared and timely filed all federal, state, foreign and other tax returns that
are required to be filed by it or has been granted extensions thereof and has paid or made provision for the payment of all taxes,
assessments, governmental or other similar charges, including without limitation, all sales and use taxes and all taxes which the
Company or any Subsidiary is obligated to withhold from amounts owing to employees, creditors and third parties, with respect to
the periods covered by such tax returns (whether or not such amounts are shown as due on any tax return). Except as would not reasonably
be expected to result in a Material Adverse Effect, no deficiency assessment with respect to a proposed adjustment of the Company’s
or any Subsidiary’ federal, state, local or foreign taxes is pending or, to the Company’s knowledge, threatened. The
accruals and reserves on the books and records of the Company and the Subsidiaries in respect of tax liabilities for any taxable
period not finally determined are adequate to meet any assessments and related liabilities for any such period and, since December
31, 2018, the Company and the Subsidiaries have not incurred any liability for taxes other than in the ordinary course of its business,
except as would not reasonably be expected to result in a Material Adverse Effect. There is no tax lien, whether imposed by any
federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company or any
Subsidiary, other than any such tax lien arising automatically under applicable law with respect to taxes not yet due and payable
or being contested in good faith.

 

(nn)          
No labor disturbance by the employees of the Company or any Subsidiary exists or, to the
Company’s knowledge, is imminent and the Company is not aware of any existing or imminent labor disturbances by the employees
of any of its or any Subsidiary’s principal suppliers, manufacturers’, customers or contractors, which, in either case
(individually or in the aggregate), would reasonably be expected to have a Material Adverse Effect.

 

(oo)          
(i) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each
“employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended
(“ERISA”)) for which the Company or any member of its “Controlled Group” (defined as any organization
which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986,
as amended (the “Code”)) would have any liability (each a “Plan”) has been maintained in
compliance with its terms and with the requirements of all applicable statutes, rules and regulations including ERISA and the Code;
(ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect
to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan
subject to Title IV of ERISA (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred
or is reasonably expected to occur, (B) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA
or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, (C) the fair market value
of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions
used to fund such Plan), and (D) neither the Company or any member of its Controlled Group has incurred, or reasonably expects
to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty
Corporation in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within
the meaning of Section 4001(c)(3) of ERISA); and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code
is so qualified and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification.

 

 

(pp)          
There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination,
release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products
or other hazardous or toxic substances, chemicals or materials (“Hazardous Substances”) by, due to, on behalf
of, or caused by the Company or any Subsidiary (or, to the Company’s knowledge, any other entity for whose acts or omissions
the Company is or may be liable) upon any property now or previously owned, operated, used or leased by the Company or any Subsidiary,
or upon any other property, which would be a violation of or give rise to any liability under any applicable law, rule, regulation,
order, judgment, decree or permit, common law provision or other legally binding standard relating to pollution or protection of
human health and the environment (“Environmental Law”), except for violations and liabilities which, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. There has been no disposal, discharge,
emission contamination or other release of any kind at, onto or from any such property or into the environment surrounding any
such property of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiary
has agreed to assume, undertake or provide indemnification for any liability of any other person under any Environmental Law, including
any obligation for cleanup or remedial action, except as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened administrative, regulatory
or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law
against the Company or any Subsidiary, except in each case which, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien under any Environmental
Law. Neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement
related to any Environmental Law.

 

(qq)          
The Company and the Subsidiaries (i) are in compliance with all statutes, rules and regulations applicable to the testing,
development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage,
import, export or disposal of any product under development, manufactured or distributed by the Company or the Subsidiaries (“Applicable
Laws
”) except where such noncompliance would not reasonably be expected to have a Material Adverse Effect, (ii) have
not received any Form 483 from the FDA, notice of adverse finding, warning letter, or other written correspondence or notice from
the FDA, the European Medicines Agency (the “EMA”), or any other federal, state, local or foreign governmental
or regulatory authority alleging or asserting material noncompliance with any Applicable Laws or any licenses, certificates, approvals,
clearances, authorizations, permits and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”),
that would, individually or in the aggregate, result in a Material Adverse Effect; (iii) possess all Authorizations and such Authorizations
are valid and in full force and effect and neither the Company nor the Subsidiaries is in violation of any term of any such Authorizations
except where such nonpossession, failure or noncompliance would not reasonably be expected to have a Material Adverse Effect; (iv)
have not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other
action from the FDA, the EMA, or any other federal, state, local or foreign governmental or regulatory authority or third party
alleging that any Company product, operation or activity is in violation of any Applicable Laws or Authorizations except where
such noncompliance would not reasonably be expected to have a Material Adverse Effect, and has no knowledge that the FDA, the EMA,
or any other federal, state, local or foreign governmental or regulatory authority or third party is considering any such claim,
litigation, arbitration, action, suit, investigation or proceeding against the Company; (v) have not received written notice that
the FDA, EMA, or any other federal, state, local or foreign governmental or regulatory authority has taken, is taking or intends
to take action to limit, suspend, modify or revoke any Authorizations that would reasonably be expected to have a Material Adverse
Effect and has no knowledge that the FDA, EMA, or any other federal, state, local or foreign governmental or regulatory authority
is considering such action; and (vi) have filed, obtained, maintained or submitted all reports, documents, forms, notices, applications,
records, claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations, except whether
the failure to file, obtain, maintain or submit such reports, documents, forms, notices, applications, records, claims, submissions
and supplements or amendments would not result in a Material Adverse Effect, 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) except such incompletions and incorrections as would not reasonably be expected to
result in a Material Adverse Effect.

 

 

(rr)             
The Company’s and each of its Subsidiaries’ business practices have been structured in a manner reasonably designed
to comply with the state, federal and foreign Health Care Laws applicable to the Company and its Subsidiaries respective businesses,
and the Company and its Subsidiaries are in compliance with Health Care Laws, except where the failure to do so would not reasonably
be expected to have a Material Adverse Effect. The Company and its Subsidiaries have not engaged in activities which to its knowledge
are cause for false claims liability, civil penalties, or mandatory or permissive exclusion from Medicare, Medicaid, or any other
state health care program or federal health care program. For purposes of this Agreement, “Health Care Laws
means the: (i) the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and the regulations promulgated thereunder;
(ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without
limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the U.S. civil False Claims Act (31 U.S.C. Section
3729 et seq.), the federal criminal false claims law (42 U.S.C. § 1320a-7b(a)), the federal civil monetary penalties law (42
U.S.C. § 1320a-7a), the Stark Law (42 U.S.C. §1395nn), 18 U.S.C. Sections 286 and 287, the health care fraud criminal
provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. Section
1320d et seq.), the exclusion laws (42 U.S.C. §1320a-7), the statutes and regulations government healthcare programs, including
the European Union General Data Protection Regulation (EU 2016 679), Medicare, Title XVIII of the Social Security Act, and Medicaid,
Title XIX of the Social Security Act, and the regulations promulgated pursuant to such statutes; (iii) the U.S. federal Prescription
Drug Marketing Act of 1987, as amended, and the regulations promulgated thereunder; (iv) the U.S. Controlled Substances Act; (v)
the Clinical Laboratory Improvement Act; and (vi) the Standards for Privacy of Individually Identifiable Health Information (the
Privacy Rule”), the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated
under HIPAA, the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the
regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which
is to protect the privacy of individuals or prescribers. Neither the Company nor its Subsidiaries have received written notice
of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other material action from any court
or arbitrator or governmental or regulatory authority or third party alleging that any product, operation or activity is in violation
of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action threatened. The Company and its Subsidiaries have filed, maintained or submitted all
material reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required
by any Health Care Laws, and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements
or amendments were complete and accurate on the date filed in all material respects (or were corrected or supplemented by a subsequent
submission). Neither the Company nor its Subsidiaries are a party to any corporate integrity agreements, monitoring agreements,
consent decrees, plans of correction, settlement orders, or similar agreements with or imposed by any governmental or regulatory
authority. Additionally, neither the Company, its Subsidiaries nor any of their respective employees, officers or directors has
been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or,
to the knowledge of the Company, is subject to a governmental inquiry, investigation, proceeding, or other similar action that
would reasonably be expected to result in debarment, suspension, or exclusion.

 

 

(ss) All animal and
other preclinical studies and clinical trials currently being conducted by the Company or on behalf of the Company are, to the
Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with
experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials
of new drugs and biologics as applied to comparable products to those being developed by the Company, and, except as set forth
in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies,
the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in
the Registration Statement and the Prospectus when viewed in the context in which such results are described, except such results
as would not reasonably be expected to result in a Material Adverse Effect; and the Company has not received any written notices
or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination or suspension
of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement
and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

 

(tt) 
The Company has established and administers a compliance program applicable to the Company, to assist the Company and the
directors, officers and employees of the Company in complying with applicable regulatory guidelines (including, without limitation,
those administered by the FDA, the EMA, and any other foreign, federal, state or local governmental or regulatory authority performing
functions similar to those performed by the FDA or EMA).

 

 

(uu) 
Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any director, officer, agent, employee,
affiliate or other person acting on behalf of the Company or any of its Subsidiaries, has (i) made any unlawful contribution, gift,
entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any
domestic governmental official, “foreign official” (as defined in the U.S. Foreign Corrupt Practices Act of 1977, as
amended, and the rules and regulations thereunder (collectively, the “FCPA”)) or employee; (iii) violated or
is in violation of any provision of the FCPA, UK Bribery Act, or any applicable non-U.S. anti-bribery
statute or regulation or any locally applicable corruption laws; (iv) made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment; or (v) received notice of any investigation,
proceeding
or inquiry by any governmental agency, authority or body regarding any of the matters in clauses (i)-(iv) above;
and the Company and its Subsidiaries and, to the Company’s knowledge, the Company’s affiliates have conducted their
respective businesses in compliance with the FCPA and have instituted and maintain policies and procedures designed to ensure,
and which are reasonably expected to continue to ensure, continued compliance therewith.

 

(vv)          
The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record-keeping and reporting requirements, including those of the Bank Secrecy Act, as
amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA PATRIOT Act) (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot
Act
”), and those of the Currency and Foreign Transactions Reporting Act of 1970, as amended
, and the money laundering
statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”)
and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the Company’s knowledge,
threatened.

 

(ww)      
None of the Company, any of its Subsidiaries, any officer or director of either the Company or its Subsidiaries nor, to
the best knowledge of the Company, any agent, employee, affiliate or other person acting on behalf of the Company or any of its
Subsidiaries is or, in the past five years, has been (A) engaged in any services (including financial services), transfers of goods,
software, or technology, or any other business activity related to (i) Cuba, Iran, North Korea, Sudan, Syria or the Crimea region
of Ukraine claimed by Russia (“Sanctioned Countries”), (ii) the government of any Sanctioned Country, (iii)
any person, entity or organization located in, resident in, formed under the laws of, or owned or controlled by the government
of, any Sanctioned Country, or (iv) any person, entity or organization made subject or target of any sanctions administered or
enforced by the United States Government (including the US Department of Treasury, Office of Foreign
Assets Control and the US Department of State),
including, without limitation, the list of Specially Designated Nationals
(“SDN List”) of the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
or by the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority
(collectively, “Sanctions”) and the Company will not directly or indirectly use the proceeds of this offering,
or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, or any joint venture partner or other
person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that
currently is the subject to any U.S. sanctions administered by OFAC or in any other manner that will result in a violation by any
person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of U.S. sanctions
administered by OFAC; (B) engaged in any transfers of goods, technologies or services (including financial services) that may assist
the governments of Sanctioned Countries or facilitate money laundering or other activities proscribed by United States laws, rules
or regulations; (C) is a person, entity or organization currently the subject of any Sanctions; or (D) located, organized or resident
in any Sanctioned Country.

 

 

(xx)          
The Company (i) has not alone engaged in any Testing-the-Waters Communication, and (ii) has not authorized anyone to engage
in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications. “Testing-the-Waters
Communication” means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of
the Securities Act. ”Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a
written communication within the meaning of Rule 405 under the Securities Act.

 

(yy)          
Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the
Prospectus,
the Company (i) does not have any material lending or other relationship with any bank or lending
affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Shares to repay any
outstanding debt owed to any affiliate of any Underwriter.

 

Any certificate signed by or on behalf
of the Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and
warranty by the Company to each Underwriter as to the matters covered thereby.

 

2.                 
Purchase, Sale and Delivery of the Shares.

 

(a)              
On the basis of the representations, warranties, covenants and agreements herein contained,
and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter,
severally and not jointly, agrees to purchase from the Company, at a purchase price per share of $
103.40,
the number of Firm Shares set forth opposite their respective names on Schedule I hereto together with any additional number
of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof,
subject,
however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make.

 

 

(b)              
The closing of the issuance of the Firm Shares shall be held at the office of Goodwin Procter
LLP (“Underwriters’ Counsel”), or at such other place as shall be agreed upon by the Representatives and
the Company, at
10:00 a.m. (New York City time),
on December
10, 2020, or such other time and date as the Representatives and the Company
may agree upon in writing (such time and date of payment and delivery being herein called the “Closing Date”).
Payment of the purchase price for the Firm Shares shall be made by wire transfer in same day funds to the accounts specified
by the Company upon delivery of the Firm Shares to the Representatives through the facilities of The
Depository Trust Company (“
DTC”) for the respective accounts of the
several Underwriters. The Firm Shares shall be registered in such name or names and shall be in such denominations as the
Representatives
may request in writing not later than the business day immediately prior to the Closing Date.

 

(c)              
In addition, the Company hereby grants to the Underwriters the option to purchase up to
204,750 Additional Shares at the same purchase price per share to be paid by the Underwriters
for the Firm Shares as set forth in Section 2(a) above. This option may be exercised at any time and from time to time, in whole
or in part on one or more occasions, on or before the thirtieth day following the date of the Prospectus, by written notice from
the Representatives to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option
is being exercised and the date and time, as reasonably determined by the Representatives, when the Additional Shares are to be
delivered (any such date and time being herein sometimes referred to as an “Additional Closing Date”); provided,
however, that no Additional Closing Date shall occur earlier than the Closing Date or earlier than the second full business
day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on
which the option shall have been exercised.
On the basis of the representations, warranties, covenants and agreements herein
contained, but subject to the terms and conditions herein set forth, upon any exercise of the option as to all or any portion of
the Additional Shares, each Underwriter, acting severally and not jointly, agrees to purchase from the Company the
number of Additional Shares that bears the same proportion of the total number of Additional Shares then being purchased as the
number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as
set forth in Section 10 hereof) bears to the total number of Firm Shares that the Underwriters have agreed to
purchase
hereunder, subject, however, to such adjustments to eliminate fractional shares as the Representatives
in their sole discretion shall make.
In the event that the Underwriters exercise less than their full option to purchase
Additional Shares, the number of Additional Shares to be sold by the Company shall be, as nearly as practicable, in the same proportion
as the maximum number of Additional Shares to be sold by the Company and the number of Additional Shares to be sold.

 

(d)              
The closing of the issuance of the Additional Shares shall be held at the office of Underwriters’ Counsel, or at such
other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m.
(New York City time), on any Additional Closing Date, or such other time as shall be agreed upon by the Representatives and the
Company. Payment of the purchase price for the Additional Shares shall be made by wire transfer in same day funds to the account
specified by the Company upon delivery of the Additional Shares to the Representatives through the facilities of DTC for the respective
accounts of the several Underwriters. The Additional Shares shall be registered in such name or names and shall be in such denominations
as the Representatives may request in writing not later than the business day immediately
prior to the Closing Date.

 

 

3.                 
Offering. Upon authorization of the release of the Firm Shares by the Representatives,
the Underwriters propose to offer the Shares for sale to the public upon the terms and conditions set forth in the Prospectus.

 

4.                 
Covenants of the Company. In addition to the other covenants and agreements of the
Company contained herein, the Company further covenants and agrees with each of the Underwriters that:

 

(a)  
The Company shall prepare the Prospectus in a form approved by the Representatives and file such Prospectus pursuant to,
and within the time period specified in, Rule 424(b) and Rule 430B under the Securities Act;
prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the
Registration Statement or amendment or supplement to the Prospectus to which the Representatives shall object in writing after
being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon; the Company shall notify
the Representatives promptly (and, if requested by any of the Representatives, confirm such notice in writing) (i) when the Registration
Statement and any amendments thereto become effective, (ii) of any request by the Commission for any amendment of or supplement
to the Registration Statement or the Prospectus, including any document incorporated by reference therein or for any additional
information, (iii) of the Company’s intention to file, or prepare any supplement or amendment to, the Registration Statement,
any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, (iv) of the mailing or the delivery to the Commission
for filing of any amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule
462(b) under the Securities Act, (v) of any notice with respect to any suspension of the qualification of the Shares for offer
and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose or any post-effective amendment
thereto, or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or, in each
case, of the initiation or threatening of any proceedings therefore, (vi) of the receipt of any comments from the Commission, and
(vii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale
in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter
a stop order at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if
issued, to obtain the lifting of such order as soon as possible. The Company will pay the registration fee for this offering within
the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event
prior to the Closing Date.

 

(b)              
If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice
referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have
occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as
then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing
at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a)
under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules
and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the
Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in
any amendment thereof or supplement thereto, the Company will notify the Representatives promptly and prepare and file with the
Commission an appropriate amendment, supplement or document (in form and substance satisfactory to the Representatives) that will
correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration
Statement declared effective as soon as possible.

 

 

(c)              
The Company will not, without the prior consent of the Representatives, (i) make any offer relating to the Shares that would
constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free
Writing Prospectus set forth in Schedule II hereto and any electronic road show previously approved by the Representatives,
or (ii) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under
the Securities Act with respect to the Offering or the Shares. If at any time any event shall have
occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the
Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the
Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement
of a material fact or omit to state any material necessary in order to make the statements therein, in the light of the circumstances
existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations
it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives
promptly and, if requested by any of the Representatives, prepare and furnish without charge to each Underwriter an appropriate
amendment or supplement (in form and substance satisfactory to the Representatives) that will correct such statement, omission
or conflict or effect such compliance.

 

(d)              
The Company will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including,
without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer
Free Writing Prospectus.

 

(e)              
At the request of any of the Representatives, the Company will promptly deliver to each
of the Representatives and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all
amendments thereto, including all consents and exhibits filed therewith. At the request of any of the Representatives, the Company
will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration
Statement, all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration
Statement and Prospectus or any amendment thereof or supplement thereto, as any of the Representatives may reasonably request.
Prior to 3:00 p.m.
(New York City time), on the business day next succeeding the date of
this Agreement and from time to time thereafter, at the request of any of the Representatives, the Company will furnish the Underwriters
with copies of the Prospectus in New York City in such quantities as the Representatives may reasonably request.

 

 

(f)               
The Company will use its reasonable best efforts, in cooperation with the Representatives,
to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions,
domestic or foreign, as any of the Representative may reasonably
request, and
to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the
Company be obligated in connection therewith (i) to qualify as a foreign corporation, (ii) to execute a general consent to service
of process or (iii) subject itself to taxation in any jurisdiction where it is not otherwise so subject.

 

(g)              
The Company will make generally available to its security holders and to the Representatives as soon as practicable an earnings
statement of the Company and the Subsidiaries (which need not be audited) covering a period of at least twelve months beginning
with the first fiscal quarter of the Company commencing after the date of this Agreement that will satisfy the provisions of Section
11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company,
Rule 158).

 

(h)  
             
During the period of 60 days from the date of the Prospectus (the “Lock-Up Period”), without the prior
written consent of Piper Sandler and Guggenheim, the Company (i) will not, directly or indirectly, issue, offer, sell, agree to
issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option
or other right to sell, pledge, borrow or otherwise dispose of any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock, or make any public announcement of any of the foregoing, (ii) will not establish
or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each
case within the meaning of Section 16 of the Exchange Act and the rules and regulations thereunder) with respect to any shares
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, and (iii) will not otherwise
enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic
consequence of ownership of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common
Stock, whether or not such transaction is to be settled by delivery of any shares of Common Stock, securities convertible into
or exercisable or exchangeable for Common Stock, other securities, cash or other consideration, other than (A) the Shares to be
sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units, performance stock units or
deferred stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration
Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to the stock-based compensation plans of the Company
and the Subsidiaries as referred to in the Registration Statement (including the Company’s 2020 Employee Stock Purchase Plan),
the Pricing Disclosure Package and the Prospectus, (D) pursuant to an inducement award permitted to be issued without shareholder
approval by Nasdaq rules, and (E) shares of Common Stock or other securities issued to a third party in connection with a bona
fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual
property license agreements) or any bona fide acquisition of assets of not less than a majority or controlling portion of the equity
of another entity, provided that (x) any such issuance is not primarily for the purpose of raising capital; (y) the aggregate number
of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5% of the total number
of shares of Common Stock issued and outstanding as of the date of this Agreement and (z) each recipient of shares of Common Stock
or securities convertible into or exercisable for Common Stock shall execute a lock-up agreement substantially in the form of Exhibit
C
hereto. The Company has obtained an undertaking in substantially the form of Exhibit C
hereto
(a “Lock-Up Agreement”) of each of its executive officers, directors and stockholders listed on
Schedule IV attached hereto, not to engage in any of the aforementioned transactions on their own behalf. The Company will
not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that
is prohibited pursuant to the foregoing, except for registration statements on Form S-8 or any successor form thereto relating
to stock based compensation and employee benefit plans. Notwithstanding the foregoing, during the Lockup Period the Company may
enter into an at-the-market (“ATM”) equity distribution or similar agreement with one or more sales agents and
file a prospectus supplement for the ATM facility, provided that no sales can be made under such ATM facility during the Lockup
Period.

 

 

(i)                
During the period of two years from the latest Effective Date of the Registration Statement,
the Company will furnish to
the Representatives copies of all reports or other communications
(financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and
will deliver to
the Representatives as soon as they are available, copies of any reports,
financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange
on which any class of securities of the Company is listed; provided, that the Company will be deemed to have furnished such reports,
other communications, financial statements and proxy or information statements to the Representatives to the extent they are filed
on EDGAR.

 

(j)    
The Company will use its best efforts to list the Shares on the Nasdaq Global Market and to maintain the listing of the
Common Stock (including the Shares) on the Nasdaq Global Market (or another Nasdaq market) following the issuance of the Shares
pursuant to this Agreement provided; however that this covenant shall not prevent a sale, merger
or similar transaction involving the Company.

 

(k)              
The Company will apply the net proceeds from the sale of the Shares as set forth under the
caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus.

 

(l)                
The Company, during the period when a prospectus (or, in lieu thereof, the notice referred
to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act in connection with the offer or
sale of the Shares, will file all reports and other documents required to be filed by the Company with the Commission pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Rules and Regulations within the time periods required thereby.

 

(m)            
If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration
Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m. (New York City time), on the date of this Agreement,
and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement
or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act.

 

 

(n)              
The Company will not take, and will cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to
take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would reasonably be expected
to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale
of the Shares or to result in a violation of Regulation M under the Exchange Act.

 

(o)              
The Company will do and perform all things required or necessary to be done and performed under this Agreement by it prior
to each Closing Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the
Shares.

 

5.                 
Covenant of the Underwriters. Each Underwriter, severally and not jointly, covenants and agrees with the Company
that such Underwriter will not use or refer to any “free writing prospectus” (as defined in Rule 405 under the Securities
Act) without the prior written consent of the Company if such Underwriter’s use of or reference to such “free writing
prospectus” would require the Company to file with the Commission any “issuer information” (as defined in Rule
433 under the Securities Act).

 

6.     
Payment of Expenses. Whether or not the transactions contemplated by this Agreement, the Registration Statement and
the Prospectus are consummated or this Agreement is terminated, (provided, however, the Company shall have no obligation to reimburse
any defaulting Underwriter pursuant to Section 10 herewith), the Company hereby agrees to pay all costs and expenses incident to
the performance of its obligations hereunder, including the following: (i) all expenses in connection with the preparation, printing
and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Prospectus and any
and all amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii)
the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the
Shares under the Securities Act and the Offering; (iii) the cost of producing this Agreement and any agreement among Underwriters,
blue sky survey, closing documents and other instruments, agreements or documents (including any compilations thereof) in connection
with the Offering; (iv) all expenses in connection with the qualification of the Shares for offering and sale under state or foreign
securities or blue sky laws as provided in Section 4(f) hereof, including the fees and disbursements of counsel for the Underwriters
in connection with such qualification or offering and in connection with any blue sky survey; (v) all fees and expenses in connection
with listing the Shares on the Nasdaq Global Market; (vi) the costs and expenses of the Company relating to investor presentations
on any Road Show undertaken in connection with the marketing of the Shares, including without limitation, expenses associated with
the production and distribution (including electronic) of Road Show slides and graphics, fees and expenses of any consultants engaged
in connection with the Road Show presentations, travel and lodging expenses of the representatives and officers of the Company
in connection with the Road Show; (vii) any stock transfer taxes incurred in connection with this Agreement or the Offering and
(viii) the fees and expenses incident to the performance of the obligations of the Representatives (including reasonable and documented
fees and expenses of Underwriters’ Counsel); in an amount not to exceed $75,000 in the aggregate. The Company also will pay
or cause to be paid: (x) the cost of preparing stock certificates representing the Shares; (y) the cost and charges of any transfer
agent or registrar for the Shares; and (z) all other costs and expenses incident to the performance of its obligations hereunder
which are not otherwise specifically provided for in this Section 6.

 

 

7.                 
Conditions of Underwriters’ Obligations. The several obligations of the Underwriters to purchase and pay for
the Firm Shares and the Additional Shares, as provided herein, shall be subject to the accuracy of the representations and warranties
of the Company herein contained, as of the date hereof and as of the applicable Closing Date (for purposes of this Section 7, “Closing
Date
” shall refer to the Closing Date for the Firm Shares and any Additional Closing Date, if different, for the Additional
Shares), to the performance by the Company of all of its obligations hereunder, and to each of
the following additional conditions:

 

(a)              
The Prospectus shall have been filed with the Commission in a timely fashion in accordance
with Section 4(a) hereof; no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto, and no stop order suspending or preventing the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or
the Prospectus, shall have been issued by the Commission and no proceedings therefor, pursuant to Rule 401(g)(2) or pursuant to
Section 8A under the Securities Act, shall have been initiated or threatened by the Commission; all requests for additional information
on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction; if the Company
has elected to rely on Rule 462(b) under the Securities Act, the Rule 462(b) Registration Statement shall have become effective
by 10:00 p.m. (New York City time) on the date of this Agreement; and all necessary regulatory or stock exchange approvals shall
have been received.

 

(b)              
At the Closing Date, the Representatives shall have received (i) the written opinion
and negative assurance statement of Dentons US LLP, counsel for the Company, dated the Closing Date and addressed to the Underwriters,
in form and substance satisfactory to the Representatives, to the effect set forth in Exhibit
B-1
hereto; and (ii) the written opinion of Peter Knudsen, intellectual property counsel for the Company, dated the Closing
Date and addressed to the Underwriters, in form and substance satisfactory to the Representatives,
to the effect set forth in Exhibit B-2.

 

(c)              
At the Closing Date, the Representatives shall have received the written opinion and negative
assurance statement of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form and substance
satisfactory to the Representatives with respect to the issuance and sale of the Shares, the Registration Statement, the Pricing
Disclosure Package, the Prospectus and such other matters as the Representatives may require, and the Company shall have furnished
to Underwriters’ Counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such
matters.

 

(d)              
At the Closing Date, the Representatives shall have received a certificate of the Chief
Executive Officer and Chief Financial Officer of the Company, dated the Closing Date, in form and substance satisfactory to the
Representatives, as to the accuracy of the representations and warranties of the Company set forth in Section 1 hereof as of the
date hereof and as of the Closing Date, as to the performance by the Company of all of its obligations hereunder to be performed
at or prior to the Closing Date, as to the matters set forth in subsections (a), (f), (g) and (h) of this Section 7, and as to
such other matters as the Representatives may reasonably request.

 

 

(e)              
At the time this Agreement is executed and at the Closing Date, the Representatives shall
have received a comfort letter, from Ernst & Young LLP, independent
registered public
accountants for the Company, dated, respectively, as of the date of this Agreement and as of the Closing Date, addressed to the
Underwriters and in form and substance satisfactory to the Underwriters and Underwriters’ Counsel, containing statements
and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect
to the financial statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package
and the Prospectus.

 

(f)               
(i) Neither the Company nor any Subsidiary shall have sustained, since the date of the latest
audited financial statements included or incorporated by reference in the
Registration Statement, the Pricing Disclosure
Package and the Prospectus, any material loss or interference with its business or properties from
fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor
dispute or any legal or governmental proceeding, other than as set forth in the
Registration Statement, the Pricing Disclosure
Package and the Prospectus (exclusive of any supplement thereto); and (ii) subsequent to the dates
as of which information is given in the Registration Statement (exclusive of any amendment thereto subsequent to the date hereof)
and the Pricing Disclosure Package and the Prospectus (exclusive of any supplement thereto), there shall not have been any change
in the capital stock or long-term or short-term debt of the Company or any Subsidiary or any change or any development involving
a change, whether or not arising from transactions in the ordinary course of business, in the business, general affairs, management,
condition (financial or otherwise), results of operations, stockholders’ equity, properties or prospects of the Company and
the Subsidiaries, individually or taken as a whole, the effect of which, in any such case described above, is, in the judgment
of the Representatives, so material and adverse as to make it impracticable or inadvisable to proceed with the Offering on the
terms and in the manner contemplated in the
Registration Statement, the Pricing Disclosure Package and the Prospectus (exclusive
of any such supplement).

 

(g)              
On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded
the Company’s or any Subsidiaries’ debt securities or preferred stock or the Company’s or any Subsidiaries’
financial strength or claims paying ability by any “nationally recognized statistical rating organization”, as such
term is defined in Section 3(a)(62) of the Exchange Act, and (ii) no such organization shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of any of the Company’s or any Subsidiaries’
debt securities or preferred stock or the Company’s or any Subsidiaries’ financial strength or claims paying ability.

 

(h)              
No Underwriter shall have discovered and disclosed to the Company on or prior to such Closing
Date that
any of the Registration Statement, the Pricing
Disclosure Package or the Prospectus, or any amendment or supplement thereto, contains an untrue statement of a fact which, in
the opinion of Underwriters’ Counsel, is material or omits to state a 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.

 

 

(i)                
As of the date of this Agreement, the Representatives shall have received a duly executed
Lock-Up Agreement from each person who is a director or executive officer of the Company and each shareholder and other person
or entity listed on Schedule IV hereto, in each case substantially in the form attached hereto as Exhibit C.

 

(j)                
At the Closing Date, the Shares shall have been approved for quotation on the Nasdaq Global Market, subject only to official
notice of issuance.

 

(k)              
The Chief Financial Officer of the Company shall have furnished to the Representatives
a certificate, dated as of the date of this Agreement and on each Closing Date, in the form attached hereto as Exhibit D.

 

(l)                
If a filing has been made with FINRA, FINRA shall have confirmed that it has not raised any objection with respect to the
fairness and reasonableness of the underwriting terms and arrangements relating to the Offering of the Shares.

 

(m)            
The Company shall have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions
or other documents as they may have reasonably requested.

 

If any of the conditions specified in this
Section 7 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written
statements or letters furnished to the Representatives or to Underwriters’ Counsel pursuant to this Section 7 shall not be
satisfactory in form and substance to the Representatives and to Underwriters’ Counsel, all obligations of the Underwriters
hereunder may be cancelled by the Representatives at, or at any time prior to, the Closing Date and the obligations of the Underwriters
to purchase the Additional Shares may be cancelled by the Representatives at, or at any time prior to, any Additional Closing Date.
Notice of such cancellation shall be given to the Company in writing or by telephone. Any such telephone notice shall be confirmed
promptly thereafter in writing.

 

8.                 
Indemnification.

 

(a)              
The Company shall indemnify and hold harmless each Underwriter, its affiliates, directors,
officers, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act
or Section 20 of the Exchange Act, against any and all losses, liabilities, claims, damages and expenses whatsoever as incurred
(including but not limited to attorneys’ fees and any and all expenses whatsoever incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may become subject under the Securities Act, the Exchange
Act or otherwise, insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement,
or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material
fact included (A) in any Preliminary Prospectus or the Prospectus, or in any supplement thereto or amendment thereof, or in any
Issuer Free Writing Prospectus, or in any “issuer information” (as defined in Rule 433(h)(2) under the Securities Act)
filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or (B) in any other materials or information provided
to investors by, or with the approval of, the Company in connection with the Offering, including in any Road Show for the Offering
(“Marketing Materials”), or the omission or alleged omission to state in any Preliminary Prospectus or the Prospectus,
or in any supplement thereto or amendment thereof, or in any Issuer Free Writing Prospectus, or in any “issuer information”
(as defined in Rule 433(h)(2) under the Securities Act) filed or required to be filed pursuant to Rule 433(d) under the Securities
Act, or in any Marketing Materials, 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 the Company will not be liable in any such case to the extent
but only to the extent that any such loss, liability, claim, damage or expense arises out of or is based upon any such untrue statement
or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information
furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use therein. The parties
agree that such information provided by or on behalf of any Underwriter through the Representatives consists solely of the material
referred to in Section 19 hereof. This indemnity agreement will be in addition to any liability which the Company may otherwise
have, including but not limited to other liability under this Agreement
.

 

 

(b)              
Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company, each of the directors of the
Company, each of the officers of the Company who shall have signed the Registration Statement, and each other person, if any, who
controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses,
liabilities, claims, damages and expenses whatsoever as incurred (including but not limited to attorneys’ fees and any and
all expenses whatsoever incurred in investigating, preparing or defending against any litigation, commenced or threatened, or any
claim whatsoever, and any and all amounts paid in settlement of any claim or litigation), joint or several, to which they or any
of them may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, liabilities, claims,
damages or expenses (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue
statement or alleged untrue statement of a material fact contained in any related Preliminary Prospectus or the Prospectus, or
in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission 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,
in each case to the extent, but only to the extent, that any such loss, liability, claim, damage or expense arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon
and in conformity with information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives
specifically for use therein; provided, however, that in no case shall any Underwriter be liable or responsible for any amount
in excess of the underwriting discount applicable to the Shares to be purchased by such Underwriter hereunder. The parties agree
that such information provided by or on behalf of any Underwriter through the Representatives consists solely of the material referred
to in Section 19 hereof.

 

 

(c)              
Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice
of any claims or the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against
the indemnifying party under such subsection, notify each party against whom indemnification is to be sought in writing of the
claim or the commencement thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying party
from any liability which it may have under this Section 8 to the extent that it is not materially prejudiced as a result thereof
or otherwise has notice of any such action, and in any event shall not relieve it from any liability that such indemnifying party
may have otherwise than on account of the indemnity agreement hereunder). In case any such claim or action is brought against any
indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to
participate, at its own expense in the defense of such action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with
counsel satisfactory to such indemnified party; provided however, that counsel to the indemnifying party shall not (except with
the written consent of the indemnified party) also be counsel to the indemnified party. Notwithstanding the foregoing, the indemnified
party or parties shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel shall have been authorized
in writing by one of the indemnifying parties in connection with the defense of such action, (ii) the indemnifying parties shall
not have employed counsel to have charge of the defense of such action within a reasonable time after notice of commencement of
the action, (iii) the indemnifying party does not diligently defend the action after assumption of the defense, or (iv) such indemnified
party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or
additional to those available to one or all of the indemnifying parties (in which case the indemnifying parties shall not have
the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events such fees
and expenses shall be borne by the indemnifying parties hereof, then, in addition to the fees and expenses of such counsel for
the indemnified parties, the indemnifying party shall be liable for the reasonable fees and expenses of not more than one counsel
(in addition to any local counsel) separate from its own counsel. No indemnifying party shall, without the prior written consent
of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with respect to, any pending
or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be or could have been
sought by an indemnified party under this Section 8 or Section 9 hereof (whether or not the indemnified party is an actual or potential
party thereto), unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such claim, investigation, action or proceeding and (ii) does not include a statement as to or an
admission of fault, culpability or any failure to act, by or on behalf of the indemnified party.

 

 

9.                 
Contribution. In order to provide for contribution in circumstances in which the indemnification provided for in
Section 8 hereof is for any reason held to be unavailable from any indemnifying party or is insufficient to hold harmless a party
indemnified thereunder, the Company and the Underwriters severally shall contribute to the aggregate losses, claims, damages, liabilities
and expenses of the nature contemplated by such indemnification provision (including any investigation, legal and other expenses
incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after
deducting in the case of losses, claims, damages, liabilities and expenses suffered by the Company, any contribution received by
the Company from persons, other than the Underwriters, who may also be liable for contribution, including persons who control the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, officers of the Company who signed
the Registration Statement and directors of the Company) as incurred to which the Company and one or more of the Underwriters may
be subject, in such proportions as is appropriate to reflect the relative benefits received by the Company and by the Underwriters
from the Offering or, if such allocation is not permitted by applicable law, in such proportions as are appropriate to reflect
not only the relative benefits referred to above but also the relative fault of the Company and the Underwriters in connection
with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative benefits received by the Company and the Underwriters shall be deemed to be in
the same proportion as the total proceeds from the Offering (net of underwriting discounts and commissions but before deducting
expenses) received by the Company and the underwriting discount and commissions received by the Underwriters, in each case as set
forth in the table on the cover page of the Prospectus, bear to the aggregate initial public offering price of the Shares as set
in the table on the cover page of the Prospectus. The relative fault of each of the Company and of the Underwriters 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 or the Underwriters and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this Section 9. The aggregate amount of losses, liabilities,
claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body, commenced
or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 9, (i) no Underwriter shall be required to contribute any amount in excess of the
amount by which the discounts and commissions applicable to the Shares underwritten by it and distributed to the public exceeds
the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission and (ii) 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.
For purposes of this Section 9, each of the Underwriter’s affiliates, directors, officers, employees and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall
have the same rights to contribution as such Underwriter, 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, each officer of the Company who shall have signed the Registration
Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each case to clauses
(i) and (ii) of the immediately preceding sentence. Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against
another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify such
party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may
have under this Section 9 or otherwise. The obligations of the Underwriters to contribute pursuant to this Section 9 are several
in proportion to the respective number of Shares to be purchased by each of the Underwriters hereunder and not joint.

 

 

10.             
Underwriter Default.

 

(a)              
If any Underwriter or Underwriters shall default in its or their obligation to purchase
Firm Shares or Additional Shares hereunder, and if the Firm Shares or Additional Shares with respect to which such default relates
(the “Default Shares”) do not (after giving effect to arrangements, if any, made by the Representatives pursuant
to subsection (b) below) exceed in the aggregate 10% of the number of Firm Shares or Additional Shares, each non-defaulting Underwriter,
acting severally and not jointly, agrees to purchase from the Company that number of Default Shares that bears the same proportion
of the total number of Default Shares then being purchased as the number of Firm Shares set forth opposite the name of such Underwriter
in Schedule I hereto bears to the aggregate number of Firm Shares set forth opposite the names of the non-defaulting Underwriters,
subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make.

 

(b)              
In the event that the aggregate number of Default Shares exceeds 10% of the number of Firm
Shares or Additional Shares, as the case may be, any of the Representatives may in its discretion arrange for
itself or
for another party or parties (including any non-defaulting Underwriter or Underwriters who so agree) to purchase the Default Shares
on the terms contained herein. In the event that within five calendar days after such a default the Representatives do not arrange
for the purchase of the Default Shares as provided in this Section 10, this Agreement or, in the case of a default with respect
to the Additional Shares, the obligations of the Underwriters to purchase and of the Company to sell the Additional Shares shall
thereupon terminate, without liability on the part of the Company with respect thereto (except in each case as provided in Sections
6, 8, 9, 11 and 12(d)) or the Underwriters, but nothing in this Agreement shall relieve a defaulting Underwriter or Underwriters
of its or their liability, if any, to the other Underwriters
and the
Company for damages occasioned by its or their default hereunder.

 

(c)              
In the event that any Default Shares are to be purchased by the non-defaulting Underwriters,
or are to be purchased by another party or parties as aforesaid, the Representatives or the Company shall have the right to postpone
the Closing Date or Additional Closing Date, as the case may be for a period, not exceeding five business days, in order to effect
whatever changes may thereby be made necessary in the Registration Statement or the Prospectus or in any other documents and arrangements,
and the Company agrees to file promptly any amendment or supplement to the Registration Statement or the Prospectus which, in the
opinion of Underwriters’ Counsel, may thereby be made necessary or advisable. The term “Underwriter” as
used in this Agreement shall include any party substituted under this Section 10 with like effect as if it had originally been
a party to this Agreement with respect to such Firm Shares and Additional Shares.

 

 

11.             
Survival of Representations and Agreements. All representations and warranties, covenants
and agreements of the Underwriters and the Company contained in this Agreement or in certificates of officers of the Company or
any Subsidiary submitted pursuant hereto, including the agreements contained in Section 6, the indemnity agreements contained in
Section 8 and the contribution agreements contained in Section 9, shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of any Underwriter or any controlling person thereof or by or on behalf of the Company,
any of its officers and directors or any controlling person thereof, and shall survive delivery of and payment for the Shares to
and by the Underwriters. The representations contained in Section 1 and the agreements contained in Sections 6, 8, 9, 11, 12, 17
and 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 10 or 12 hereof.

 

12.             
Effective Date of Agreement; Termination.

 

(a)              
This Agreement shall become effective when the parties hereto have executed and delivered
this Agreement.

 

(b)              
The Representatives shall have the right to terminate this Agreement at any time prior to
the Closing Date or to terminate the obligations of the Underwriters to purchase the Additional Shares at any time prior to any
Additional Closing Date, as the case may be, if, at or after the Applicable Time, (i) any domestic or international event or act
or occurrence has materially disrupted, or in the opinion of the Representatives will in the immediate future materially disrupt,
the market for the Company’s or any Subsidiaries’ securities or
securities in general; or (ii) trading on the
New York Stock Exchange, the NYSE American LLC or Nasdaq shall have been suspended or been made
subject to material limitations, or minimum or maximum prices for trading shall have
been fixed, or maximum ranges for prices
for securities shall have been required, on the New York Stock Exchange, the NYSE American LLC or Nasdaq or by
order of the Commission or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared
by any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services
shall have occurred; or (iv) (A) there shall have occurred any outbreak or escalation of hostilities or acts of terrorism involving
the United States or there is a declaration of a national emergency or war by the United States or (B) there shall have been any
other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (A) or
(B), in
the judgment of the Representatives, makes it impracticable or inadvisable to proceed
with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner
contemplated by the Prospectus; or (v) any of the events described in Sections 7(f) or 7(g) shall have occurred or the Underwriters
shall decline to purchase the Shares for any reason permitted under this Agreement.

 

(c)              
Any notice of termination pursuant to this Section 12 shall be in writing.

 

(d)              
If this Agreement shall be terminated pursuant to any of the provisions hereof, or if the sale of the Shares provided for
herein is not consummated because any condition to the obligations of the Underwriters set
forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement
herein or comply with any provision hereof, the Company will, subject to demand by any of the Representatives, reimburse the Underwriters
for all out-of-pocket expenses (including the fees and expenses of their counsel) incurred by the Underwriters in connection herewith;
provided, however, that in the event of a termination pursuant to Section 10 hereof, only the non-defaulting Underwriters shall
be entitled to receive such reimbursement
.

 

 

13.             
Research Analyst Independence. The Company acknowledges that the Underwriters’
research analysts and research departments are required to be independent from their respective investment banking divisions and
are subject to certain regulations and internal policies, and that such Underwriters’ 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 personnel in their respective investment banking divisions. The Company hereby waives and releases, to
the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict
of interest that may arise from the fact that the views expressed by their independent research analysts and research departments
may be different from or inconsistent with the views or advice communicated to the Company by personnel in such Underwriters’
investment banking divisions. The Company acknowledges that each of the Underwriters is a full service securities firm and as such
from time to time, subject to applicable securities laws, 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 companies that may be the subject of the transactions contemplated
by this Agreement.

 

14.             
No Advisory or Fiduciary Relationship. The Company acknowledges and agrees that (a) the purchase and sale of the
Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts
and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters,
on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any action by the Underwriters,
(b) in connection with the Offering and the process leading thereto, each Underwriter is and has been acting solely as a principal
and is not the agent or fiduciary of the Company, any of its Subsidiaries or their respective stockholders, creditors, employees
or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company
with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is currently
advising the Company or any of its Subsidiaries on other matters) and no Underwriter has any obligation to the Company with respect
to the Offering except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Company, (e) any duties and
obligations that the Underwriters may have to the Company shall be limited to those duties and obligations specifically stated
herein, (f) the Underwriters have not provided any legal, accounting, regulatory, investment or tax advice with respect to the
Offering and the Company has consulted its own respective legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate, and (g) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes
a recommendation, investment advice or solicitation of any action by the Underwriters with respect to any entity or natural person.

 

 

15.             
Notices. All communications hereunder, except as may be otherwise specifically provided
herein, shall be in writing, and:

 

(a)  
if sent to any Underwriter, shall be mailed, delivered, or faxed and confirmed in writing, if to the Underwriters, shall
be sufficient in all respects if delivered or sent to Piper Sandler at Piper Sandler & Co., U.S. Bancorp Center, 800 Nicollet
Mall, Minneapolis, Minnesota 55402, Attention: Equity Capital Markets, with a copy to Piper Sandler General Counsel at 800 Nicollet
Mall, Minneapolis, MN 55402 and LegalCapMarkets@pjc.com, to Guggenheim at Guggenheim Securities,
LLC, 330 Madison Avenue, New York, New York 10017, Attention: Head of Equity Capital Markets, Fax: (212) 658-9689, and to Wells
Fargo at Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department, Fax:
(212) 214-5918, with a copy to Underwriters’ Counsel at Goodwin Procter LLP, The New York Times Building, 620 Eighth Avenue,
New York, New York 10018, Attention: Thomas S. Levato, Esq., Fax: (212) 355-3333;

 

(b)              
if sent to the Company, shall be mailed, delivered, or faxed and confirmed in writing to the Company at Arcturus
Therapeutics Holdings Inc., 10628 Science Center Drive, Suite 200, San Diego, California 92121
, Attention: Chief Executive
Officer, with a copy to its counsel at Dentons US LLP, 1221 Avenue of the Americas, New York, New York 10020, Fax (212) 768 6800,
Attention: Jeffrey A. Baumel, Esq.;

 

provided, however,
that any notice to an Underwriter pursuant to Section 8 shall be delivered or sent by mail or facsimile transmission to such Underwriter
at its address set forth in its acceptance facsimile to the Representatives, which address will be supplied to any other party
hereto by any of the Representatives upon request. Any such notices and other communications shall take effect at the time of receipt
thereof.

 

16.             
Recognition of the U.S. Special Resolution Regimes.

 

(a)              
In the event that any Underwriter is a Covered Entity
and becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from
such Underwriter
of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer
would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed
by the laws of the United States or a state of the United States.

 

(b)              
In the event that any Underwriter is a Covered Entity
or a BHC Act Affiliate of
such Underwriter and becomes subject to a proceeding under a U.S.
Special Resolution Regime, Default Rights under this Agreement that may be exercised against
such Underwriter
are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution
Regime if this Agreement were governed by the laws of the United States or a state of the United States.

 

For purposes
of this Section 16:

 

BHC Act Affiliate
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §
1841(k).

 

 

Covered Entity
means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12
C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R.
§382.2(b).

 

Default Right
has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.

 

U.S. Special
Resolution Regime
” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and
(ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

 

17.             
Parties. This Agreement shall insure solely to the benefit of, and shall be binding
upon, the Underwriters and the Company and the controlling persons, affiliates, directors, officers, employees and agents referred
to in Section 8 and Section 9 hereof, and their respective successors 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 provision herein
contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and said controlling persons and their respective successors, officers, directors, heirs and legal representatives,
and it is not for the benefit of any other person, firm or corporation. The term “successors and assigns” shall
not include a purchaser, in its capacity as such, of Shares from any of the Underwriters.

 

18.             
Governing Law and Jurisdiction; Waiver of Jury Trial. This Agreement shall be
governed by and construed in accordance with the laws of the State of New York.
The Company irrevocably (a) submits
to the jurisdiction of any court of the State of New York located in the City and County of New York, Borough of Manhattan or any
federal courts of the United States of America located in the City and County of New York, Borough of Manhattan for the purpose
of any suit, action, or other proceeding arising out of this Agreement, or any of the agreements or transactions contemplated
by this Agreement, the Registration Statement and the Prospectus
(each, a “Proceeding”), (b) agrees that
all claims in respect of any Proceeding may be heard and determined in any such court, (c) waives, to the fullest extent permitted
by law, any immunity from jurisdiction of any such court or from any legal process therein, (d) agrees not to commence any Proceeding
other than in such courts, and (e) waives, to the fullest extent permitted by law, any claim that such Proceeding is brought in
an inconvenient forum. THE COMPANY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS RESPECTIVE
EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
THE REGISTRATION STATEMENT AND THE PROSPECTUS
.

 

19.             
Underwriters’ Information. The parties acknowledge and agree that, for purposes of Sections 1(c), 1(d),
1(e) and 8 hereof, the information provided by or on behalf of any Underwriter consists solely of the material included
in the ninth paragraph under the caption “Underwriting—Commissions
and Discounts; Expenses” (concerning price stabilization and short positions) in the Prospectus.

 

 

20.             
Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.
Delivery
of a signed counterpart of this Agreement by facsimile or other electronic transmission shall constitute valid and sufficient delivery
thereof.

 

21.             
Headings. The headings herein are inserted for convenience of reference only and
are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

 

22.             
Time is of the Essence. Time shall be of the essence of this Agreement. As used herein,
the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for
business.

 

 

If the foregoing correctly sets forth your
understanding, please so indicate in the space provided below for that purpose, whereupon this Agreement shall constitute a binding
agreement among us.

 

  Very truly yours,
     
  ARCTURUS THERAPEUTICS HOLDINGS INC.
     
  By: /s/ Joseph Payne
  Name:  Joseph Payne
  Title: Chief Executive Officer

 

 

Accepted as of the date first above written:

 

PIPER SANDLER & CO.  
   
By: /s/ Chad E. Huber  
Name:   Chad E. Huber  
Title: Managing Director  
   
GUGGENHEIM SECURITIES, LLC  
   
By: /s/ Jordan Bliss  
Name: Jordan Bliss  
Title: Senior Managing Director  
   
WELLS FARGO SECURITIES, LLC  
   
By: /s/ Geoffrey Goodman  
Name: Geoffrey Goodman  
Title: Managing Director  

 

On behalf of itself and the other
Underwriters named in Schedule I hereto.

 

 

SCHEDULE I

 

Underwriters

 

Underwriter  

Number of Firm Shares

to be Purchased 

 

Number of Additional Shares to

be Purchased
if

Option is Fully Exercised

         
Piper Sandler & Co.     546,000   81,900
Guggenheim Securities, LLC   546,000   81,900
Wells Fargo Securities, LLC     204,750   30,713
Robert W. Baird & Co. Incorporated   68,250   10,237
         
                       Total:   1,365,000   204,750
         

 

 

 

SCHEDULE II

 

Issuer Free Writing Prospectuses Included
in the Pricing Disclosure Package

 

None.

 

 

SCHEDULE III

 

Pricing Information

 

1. The Company is selling 1,365,000 shares
of Common Stock.

 

2. The Company has granted an option to the Underwriters to purchase
up to an additional
204,750 shares of Common Stock.

 

3. The public offering price per share of Common Stock shall be $110.00.

 

  

SCHEDULE IV

 

Persons Executing Lock-Up Agreements

 

Joseph E. Payne
Padmanabh Chivukula
Andrew Sassine
Steve Hughes
Peter Farrell
Karah Parschauer
James Barlow
Magda Marquet
Edward Holmes

 

 

 

EXHIBIT A

 

List of Subsidiaries

 

Arcturus Therapeutics, Inc.

Arcturus Therapeutics Ltd.

Arcturus Therapeutics Asia Pte. Ltd.

Arcturus Therapeutics Europe B.V.

Alcobra, Inc.

 

 

EXHIBIT B-1

 

Form of Opinion and Negative Assurance of
Company Counsel

 

 

EXHIBIT B-2

 

Form of Opinion of IP Counsel to the Company

 

 

EXHIBIT C

 

Form of Lock-Up Agreement

 

December __, 2020

 

Piper Sandler & Co.

Guggenheim Securities, LLC
Wells Fargo Securities, LLC

As Representatives of the several Underwriters

 

c/o Piper Sandler & Co.
800 Nicollet Mall, Suite 800
Minneapolis, Minnesota 55402

 

c/o Guggenheim Securities, LLC
330 Madison Avenue
New York, New York 10017

 

c/o Wells Fargo Securities, LLC
500 West 33rd Street, 14th Floor
New York, New York 10001

 

Arcturus Therapeutics Holdings Inc. Lock-Up
Agreement

 

Ladies and Gentlemen:

 

This letter agreement
(this “Agreement”) relates to the proposed public offering (the “Offering”) by Arcturus Therapeutics Holdings
Inc., a Delaware corporation (the “Company”), of its common stock, $0.001 par value (the “Stock”).

 

In order to induce
you and the other underwriters (the “Underwriters”), for which you act as representatives, to underwrite the Offering,
the undersigned hereby agrees that, without the prior written consent of Piper Sandler & Co. and Guggenheim Securities, LLC,
during the period from the date hereof until 90 days from the date of the final prospectus supplement for the Offering (the “Lock-Up
Period”), the undersigned (a) will not, directly or indirectly, offer, sell, agree to offer or sell, solicit offers to purchase,
grant any call option or purchase any put option with respect to, pledge, borrow or otherwise dispose of, any Relevant Security
(as defined below), and (b) will not establish or increase any “put equivalent position” or liquidate or decrease any
“call equivalent position” with respect to any Relevant Security (in each case within the meaning of Section 16 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder),
or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part,
any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant
Securities, other securities, cash or other consideration. As used herein “Relevant Security” means the Stock, any
other equity security of the Company and any security convertible into, or exercisable or exchangeable for, any Stock or other
such equity security.

 

 

The restrictions in
this Agreement shall not apply to:

 

(a) the transfer of
Relevant Securities (i) as a bona fide gift or gifts, (ii) by will, other testamentary document or intestate succession, (iii)
to a Family Member (as defined below), (iv) to a trust for the direct or indirect benefit of the undersigned and/or one or more
Family Members, (v) pursuant to a domestic order, divorce settlement, divorce decree, separation agreement or pursuant to an order
of a court of competent jurisdiction enforcing such agreement, (vi) to a charitable trust, or (vii) to a corporation, limited liability
company or partnership wholly owned by the undersigned and/or one or more Family Members; or

 

(b) the transfer of
Relevant Securities pursuant to a bona fide third-party tender offer for all outstanding shares of the Company, merger, consolidation
or other similar transaction made to all holders of the Company’s securities involving a change of control of the Company
(including, without limitation, the entering into of any lock-up, voting or similar agreement pursuant to which the undersigned
may agree to transfer, sell, tender or otherwise dispose of Relevant Securities in connection with such transaction, or vote any
Relevant Securities in favor of any transaction), provided that in the event that such tender offer, merger, consolidation or other
such transaction is not completed, such securities held by the undersigned shall remain subject to the provisions of this letter
agreement.

 

It shall be a further
condition to any transfer or distribution pursuant to the preceding clause (a): (i) that no public disclosure or filing by any
party (donor, donee, transferor or transferee) under the Exchange Act, or other public announcement shall be required in connection
with such transfer or distribution (other than a filing on Form 5 made after the expiration of the Lock-Up Period), and (ii) that
(x) any such transfer shall not involve a disposition for value and (y) each resulting transferee or donee of Relevant Securities
agrees in writing to be bound by the terms of this Agreement for the remainder of the Lock-Up Period.

 

For purposes of this
Agreement, the term “Family Member” shall mean any relationship by blood, domestic partnership, marriage or adoption
not more remote than first cousin.

 

In addition, this Agreement
shall not: (i) restrict the sale or other disposition of Relevant Securities that are acquired by the undersigned in the open market
after the Offering is priced, provided that any such sale or other disposition fully complies with, and is not required to be disclosed
or reported under, applicable law (including but not limited to Section 16 under the Exchange Act, and the rules and regulations
promulgated thereunder) or (ii) apply to the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act, provided
that no transfers occur under such plan during the Lock-Up Period and no public announcement or filing shall be required or voluntarily
made by any person in connection therewith other than general disclosure in Company periodic reports to the effect that Company
directors and officers may enter into such trading plans from time to time.

 

 

The undersigned hereby
authorizes the Company during the Lock-Up Period to cause any transfer agent for the Relevant Securities to decline to transfer,
and to note stop transfer restrictions on the stock register and other records relating to, Relevant Securities for which the undersigned
is the record holder and, in the case of Relevant Securities for which the undersigned is the beneficial but not the record holder,
agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to
note stop transfer restrictions on the stock register and other records relating to, such Relevant Securities. The undersigned
hereby further agrees that, without the prior written consent of Piper Sandler & Co. and Guggenheim Securities, LLC, during
the Lock-Up Period the undersigned (x) will not file or participate in the filing with the Securities and Exchange Commission of
any registration statement, or circulate or participate in the circulation of any preliminary or final prospectus or prospectus
supplement or other disclosure document with respect to any proposed offering or sale of a Relevant Security and (y) will not exercise
any rights the undersigned may have to require registration with the Securities and Exchange Commission of any proposed offering
or sale of a Relevant Security.

 

It
is understood that, (i) if the Company notifies the Underwriters that it does not intend to proceed with the Offering, (ii) if
the Underwriting Agreement does not become effective by January 20, 2021 or (iii) 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 Stock,
the undersigned and any of its permitted transferees pursuant to the provisions of this Agreement will be released from its or
their obligations under this Agreement.

 

The undersigned understands
that the Company and the Underwriters will proceed with the Offering in reliance on this Agreement. The undersigned further acknowledges
and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related
documentation to you in connection with the Offering, the Underwriters are not making a recommendation to you to participate in
the Offering or sell any Stock at the price determined in the Offering, and nothing set forth in such disclosures or documentation
is intended to suggest that any Underwriter is making such a recommendation.

 

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

 

The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement
constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms. Upon request,
the undersigned will execute any additional documents necessary in connection with enforcement hereof. Any obligations of the undersigned
shall be binding upon the successors and assigns of the undersigned from the date first above written.

 

 

This Agreement shall
be governed by and construed in accordance with the laws of the State of New York. Delivery of a signed copy of this Agreement
by facsimile transmission shall be effective as delivery of the original hereof.

 

  Very truly yours,
   
  By: ____________________________________
   
  Print Name: ______________________________

 

 

  

EXHIBIT D

 

Form of CFO Certificate

 

Reference is hereby
made to the underwriting agreement, dated as of December 7, 2020 (the “Agreement”), by and among Arcturus Therapeutics
Holdings Inc., a Delaware corporation (the “Company”), and Piper Sandler & Co., Guggenheim Securities, LLC, and
Wells Fargo Securities, LLC, acting as representatives of the several Underwriters in connection with the Offering (the “Underwriters”).
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

 

To assist the Underwriters
in conducting and documenting their investigation of the affairs of the Company, I, Andrew Sassine, solely in my capacity as Chief
Financial Officer of the Company, do hereby certify that after reasonable inquiry and investigation by myself or members of my
staff who are responsible for the Company’s financial and accounting matters:

 

1.       As
the principal financial officer of the Company, I am responsible for, among other things: (i) preparing financial statements and
related disclosures for the Company in conformity with generally accepted accounting principles and (ii) maintaining internal control
over financial reporting and the Company’s management information systems.

 

2.       I
am familiar with the accounting, operations, records systems and internal controls of the Company.

 

3.       I,
or members of my staff who are responsible for the Company’s financial and accounting matters, have reviewed the financial
and operating data circled on the pages of the Prospectus and certain of the documents incorporated therein by reference attached
hereto as Exhibit A.

 

4.       With
regard to these amounts, I, or members of my staff who are responsible for the Company’s financial and accounting matters,
compared such amounts to the corresponding amounts included in or derived from the Company’s internal accounting records
or schedules prepared by management from such accounting records for the applicable periods and found them to be in agreement.
These amounts are accurate in all material respects, and nothing has come to my attention that would cause me to believe that
these amounts have been materially misstated or are materially misleading.

 

 

 

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020-1089 USA

 

T +1 212 768 6700

F +1 212 768 6800

Salans FMC
SNR Denton

dentons.com

 

December 8, 2020

 

Arcturus Therapeutics Holdings Inc.

10628 Science Center Drive, Suite 250

San Diego, California 92121

 

Re: Arcturus Therapeutics Holdings Inc.–Registration Statement
on Form S-3

 

Ladies and Gentlemen:

 

In our capacity as counsel to Arcturus
Therapeutics Holdings Inc., a corporation organized under the laws of the State of Delaware (the “Company”),
we have been asked to render this opinion in connection with a registration statement on Form S-3 (File No. 333-251175) (the “Registration
Statement
”), which Registration Statement the Company initially filed with the Securities and Exchange Commission (the
“Commission”) on December 7, 2020 and which Registration Statement became automatically effective upon filing, as supplemented
by the prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities
Act
”), dated December 7, 2020 (the “Prospectus Supplement”), under which up to 1,365,000 shares (the “Firm
Shares
”) of Company common stock, par value $0.001 per share (“Common Stock”), are being sold by the
Company pursuant to the Underwriting Agreement, dated December 7, 2020, between the Company and the underwriters named therein.
The Company has also granted an option to the underwriters to purchase up to an additional 204,750 shares of Common Stock (the
Option Shares,” together with the Firm Shares, the “Shares”).

 

We are delivering this opinion to you
at your request in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K under the Act.

 

In connection with rendering this opinion,
we have examined originals, certified copies or copies otherwise identified as being true copies of the following: (i) the Company’s
articles of incorporation, as amended, (ii) the Company’s by-laws, as amended, (iii) the Registration Statement, including
the prospectus contained therein (the “Base Prospectus”), (iv) the Prospectus Supplement (the Base Prospectus
and the Prospectus Supplement are collectively referred to herein as the “Prospectus”), (v) corporate proceedings
of the Company relating to the Shares and (vi) such other instruments and documents as we have deemed relevant under the circumstances.

 

In making the aforesaid examinations,
we have assumed the genuineness and authenticity of all documents examined by us and all signatures thereon, and the conformity
to originals of all copies of all documents examined by us.

 

 

 

December 8, 2020

Page 2

Salans FMC
SNR Denton

dentons.com

 

Based on the foregoing, and in reliance
thereon, and subject to the qualifications, limitations and exceptions stated herein, we are of the opinion that the Shares have
been duly authorized and, when issued and delivered by the Company against due payment therefor in accordance with the terms set
forth in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the
laws of the State of Delaware (excluding local laws) and the federal law of the United States of America.

 

We hereby consent to the use of our opinion
as Exhibit 5.1 to the Registration Statement and to the reference to this firm and this opinion under the heading “Legal
Matters” in the Prospectus comprising a part of the Registration Statement and any amendment thereto. In giving such
consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Act,
or the rules and regulations of the Commission thereunder.

 

 

Very truly yours,

 

/s/ Dentons US LLP 

 

Arcturus Therapeutics Announces Pricing
of $150 Million Public Offering of Common Stock

 

SAN DIEGO, December 7, 2020 (GLOBE NEWSWIRE)
— Arcturus Therapeutics Holdings Inc. (the “Company”, NASDAQ: ARCT), a leading clinical-stage messenger RNA medicines
company focused on the development of infectious disease vaccines and significant opportunities within liver and respiratory rare
diseases, today announced the pricing of an underwritten public offering of 1,365,000 shares of its common stock at a public offering
price of $110.00 per share. The gross proceeds of the offering to the Company are expected to be approximately $150 million, before
deducting the underwriting discounts and commissions and other estimated offering expenses. In addition, the Company granted the
underwriters a thirty-day option to purchase up to an additional 204,750 shares of common stock at the public offering price, less
underwriting discounts and commissions.

 

The closing of the offering is expected
to occur on or about December 10, 2020, subject to the satisfaction of customary closing conditions.

 

Piper Sandler & Co., Guggenheim Securities
and Wells Fargo Securities are acting as joint book-running managers for the offering. Baird is acting as lead manager for the
offering.

 

The Company intends to use the net proceeds
of the offering to conduct clinical trials and to commence manufacturing its LUNAR-COV19 vaccine candidate for stockpiling purposes.

 

The securities described above are being
offered by the Company pursuant to an effective shelf registration statement on Form S-3 (File No. 333-251175) previously filed
with the Securities and Exchange Commission (“SEC”) on December 7, 2020, which registration statement became automatically
effective upon filing.

 

A preliminary prospectus supplement relating
to the offering was filed with the SEC on December 7, 2020 and is available on the SEC’s website at http://www.sec.gov. The
final prospectus supplement relating to and describing the terms of the offering will be filed with the SEC and also will be available
on the SEC’s website. Before investing in the offering, you should read each of the prospectus supplement and the accompanying
prospectus relating to the offering in their entirety as well as the other documents that the Company has filed with the SEC that
are incorporated by reference in the prospectus supplement and the accompanying prospectus relating to the offering, which provide
more information about the Company and the offering. Copies of the final prospectus supplement and accompanying prospectus relating
to the offering may be obtained, when available, from Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall,
J12S03, Minneapolis, MN 55402, by telephone at 1-800-747-3924, or by email at prospectus@psc.com; Guggenheim Securities, LLC, Attention:
Equity Syndicate Department, 330 Madison Avenue, New York, NY 10017, by telephone at (212) 518-5548, or by email at GSEquityProspectusDelivery@guggenheimpartners.com;
or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 500 West 33rd Street, New York, New York, 10001, at (800)
326-5897 or by email at cmclientsupport@wellsfargo.com.

 

This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.

 

 

About Arcturus Therapeutics

 

Founded in 2013 and based in San Diego,
California, Arcturus Therapeutics Holdings Inc. (Nasdaq: ARCT) is a clinical-stage mRNA medicines and vaccines company
with enabling technologies: (i) LUNAR® lipid-mediated delivery, (ii) STARR™ mRNA Technology and (iii) mRNA drug substance
along with drug product manufacturing expertise. Arcturus’ diverse pipeline of RNA therapeutic and vaccine candidates includes
self-replicating mRNA vaccine programs for SARS-CoV-2 (COVID-19) and Influenza, and other programs to potentially treat Ornithine
Transcarbamylase (OTC) Deficiency, Cystic Fibrosis, and Cardiovascular Disease along with partnered programs including Glycogen
Storage Disease Type 3, Hepatitis B Virus, and non-alcoholic steatohepatitis (NASH). Arcturus’ versatile RNA therapeutics
platforms can be applied toward multiple types of nucleic acid medicines including messenger RNA, small interfering RNA, replicon
RNA, antisense RNA, microRNA, DNA, and gene editing therapeutics. Arcturus’ technologies are covered by its extensive patent
portfolio (200 patents and patent applications, issued in the U.S., Europe, Japan, China and other countries).
Arcturus’ commitment to the development of novel RNA therapeutics has led to collaborations with Janssen Pharmaceuticals,
Inc., part of the Janssen Pharmaceutical Companies of Johnson & Johnson, Ultragenyx Pharmaceutical, Inc., Takeda Pharmaceutical
Company Limited, CureVac AG, Synthetic Genomics Inc., Duke-NUS Medical School, and the Cystic Fibrosis Foundation.
For more information visit www.ArcturusRx.com. In addition, please connect with us on Twitter and LinkedIn.

 

Forward Looking Statements

 

This press release contains forward-looking
statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities
Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including
those regarding the Company’s expected performance, development of any specific novel mRNA therapeutics, satisfaction of
the customary closing conditions to the offering, delays in obtaining required stock exchange or other regulatory approvals, stock
price volatility, the impact of general business and economic conditions, the expected gross proceeds from the offering and the
intended use of proceeds of the offering, are forward-looking statements. Arcturus may not actually achieve the plans, carry out
the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you
should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations
and involve risks and uncertainties, including those discussed under the heading “Risk Factors” in Arcturus’ Annual
Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 16, 2020 and in subsequent filings
with, or submissions to, the SEC. Except as otherwise required by law, Arcturus disclaims any intention or obligation to update
or revise any forward-looking statements, which speak only as of the date they were made, whether as a result of new information,
future events or circumstances or otherwise.

 

IR and Media Contacts

Arcturus Therapeutics

Neda Safarzadeh

(858) 900-2682

IR@ArcturusRx.com

 

Kendall Investor Relations

Carlo Tanzi, Ph.D.

(617) 914-0008

ctanzi@kendallir.com

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



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