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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

 

Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of earliest event reported): December 10, 2020

 

AYTU
BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-38247   47-0883144
(State
or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS
Employer
Identification No.)

 

373
Inverness Parkway, Suite 206

Englewood,
CO 80112

(Address
of principal executive offices, including Zip Code)

 

Registrant’s
telephone number, including area code: (720) 437-6580

 

N/A
(Former name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:

 

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
Common Stock, par
value $0.0001 per share
  AYTU   The NASDAQ Stock
Market LLC

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item
1.01 Entry into a Material Definitive Agreement.

 

On December 10,
2020, Aytu BioScience, Inc. (the “Company”) entered into an underwriting agreement with H.C. Wainwright &
Co., LLC (“Wainwright”) (as amended and restated, the “Underwriting Agreement”). Pursuant to the Underwriting
Agreement, the Company agreed to sell, in an upsized firm commitment offering, 4,166,667 shares (the “Shares”) of the
Company’s common stock, $0.0001 par value per share (the “Common Stock”), to Wainwright at an offering price
to the public of $6.00 per share, less underwriting discounts and commissions. In addition, pursuant to the Underwriting Agreement,
the Company has granted Wainwright a 30-day option to purchase up to an additional 625,000 shares of Common Stock at the same offering
price to the public, less underwriting discounts and commissions.

 

The Company expects
to receive net proceeds from the sale of the Shares, after deducting underwriting discounts and commissions and other estimated
offering expenses payable by the Company, of approximately $22.7 million. The Company intends to use the net proceeds from
the offering for working capital and other general corporate purposes.

 

The offering is
expected to close on December 15, 2020, subject to satisfaction of customary closing conditions.

 

Wainwright is acting as
the sole book-running manager for the offering. The Company will pay Wainwright an underwriting discount equal to 7.5% of the gross
proceeds of the offering and issue a warrant exercisable for 6.5% of the number of shares of common stock being sold in this offering
(the “Underwriter Warrants”) and reimburse Wainwright for a non-accountable expense allowance of $40,000, up to $100,000
in legal fees and $12,900 for the clearing expenses. We have also agreed to pay Wainwright a management fee equal to 1% of the
aggregate gross proceeds in the offering.

 

The
exercise price per share of the Underwriter Warrants is $7.50 (equal to 125% of the public offering price per share for the shares
of common stock sold in the offering) and the Underwriter Warrants have a term of five years from the date of effectiveness of
the offering. The Underwriter Warrants will be exercisable immediately.

 

The sale of the Shares,
including shares issuable the upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”), will
be made pursuant to the Company’s effective Registration Statement on Form S-3 (Registration No. 333-239010), including
a prospectus contained therein dated June 17, 2020, as supplemented by a prospectus supplement, dated December 10, 2020,
relating to the offering.

 

The
Underwriting Agreement contains customary representations, warranties, and covenants of the Company and also provides for customary
indemnification by each of the Company and Wainwright against certain liabilities and customary contribution provisions in respect
of those liabilities.

 

A
copy of the opinion of Dorsey & Whitney LLP relating to the legality of the issuance and sale of the Shares, the Underwriter
Warrants and the Underwriter Warrant Shares is attached as Exhibit 5.1 hereto.

 

The
foregoing descriptions of the Underwriting Agreement and the Underwriter Warrants are not complete and are qualified in their
entireties by reference to the full text of the Underwriting Agreement and the Underwriter Warrants, copies of which are filed
herewith as Exhibit 1.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

The Company issued press
releases on December 10, 2020 announcing the pricing and upsizing of the offering, which press releases are attached as Exhibits
99.1 and 99.2, respectively, to this report.

 

 

 

Item
9.01 Financial Statements and Exhibits.

 

(d)
The following exhibit is being filed herewith:

 

 

* In
accordance with General Instruction B.2 of Form 8-K, the information in the press releases attached as Exhibits 99.1 and 99.2,
respectively hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

 

      AYTU BIOSCIENCE, INC.
         
Date: December
14, 2020
  By:  /s/
Joshua R. Disbrow
        Joshua R. Disbrow
        Chief Executive Officer

 

 

3

 

Exhibit 1.1

 

4,166,667
SHARES OF COMMON STOCK

 

AYTU
BIOSCIENCE, INC.

 

AMENDED
AND RESTATED UNDERWRITING AGREEMENT

 

December 10, 2020

 

H.C. Wainwright & Co., LLC

As Representative of the several
Underwriters listed in Schedule V hereto

430 Park Avenue, 4th Floor

New York, NY 10022

 

Ladies and Gentlemen:

 

Aytu BioScience, Inc.,
a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue
and sell to the Underwriters named in Schedule V hereto (the “Underwriters”), for whom H.C. Wainwright
& Co., LLC is acting as representative (the “Representative”), an aggregate of 4,166,667 authorized but
unissued shares (the “Firm Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common
Stock
”) and, at the election of the Underwriters, upon the terms and conditions stated herein, up to 625,000 additional
shares (the “Additional Shares” and, together with the Firm Shares, the “Shares”) of Common
Stock solely to cover over-allotments, if any (the Shares, the Underwriter Warrants (as defined below) and the Underwriter Warrant
Shares (as defined below) being collectively referred to herein as the “Securities”). This Amended and Restated
Underwriting Agreement amends, restates and supersedes in its entirety the underwriting agreement, dated as of December 10, 2020,
between the Company and the Representative.

 

The Company and the
Underwriters hereby confirm their agreement with respect to the purchase and sale of the Securities as follows:

 

1. REGISTRATION
STATEMENT AND PROSPECTUS. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-3 (File No. 333-239010) under the Securities Act of 1933, as amended (the “Securities
Act
”), and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder,
and such amendments to such registration statement as may have been required to the date of this Agreement. Such registration statement
has been declared effective by the Commission. Such registration statement, at any given time, including amendments thereto at
such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item
12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or
included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein
called the “Registration Statement.” The Registration Statement at the time it originally became effective is
herein called the “Original Registration Statement.”

 

The Company proposes
to file with the Commission pursuant to Rule 424 under the Securities Act a final prospectus supplement relating to the offering
of the Securities to the form of prospectus included in the Registration Statement in the form heretofore delivered to the Underwriters.
Such prospectus in the form in which it appears in the Registration Statement is hereinafter called the “Base Prospectus.”
Such supplemental form of prospectus, in the form in which it shall be filed with the Commission pursuant to Rule 424(b) (including
the Base Prospectus as so supplemented) is hereinafter called the “Prospectus.” Any preliminary form of Prospectus
which is filed or used prior to filing of the Prospectus is hereinafter called a “Preliminary Prospectus.” Any
reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to include the documents
incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus.

 

For purposes of this
Agreement, all references to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any
amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”). All references in this Agreement to amendments or supplements
to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include
the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
which is deemed to be incorporated by reference therein or otherwise deemed by the Rules and Regulations to be a part thereof.

 

 

 

As used in this Agreement:

 

NEOS Merger
means the proposed merger by and between the Company and Neos Therapeutics, Inc.

 

Time of Sale
means 10:30 p.m. (Eastern Time) on the date of this Agreement.

 

Time of Sale
Disclosure Package
” means the Issuer General Free Writing Prospectus(es) issued at or prior to the Time of Sale, the
Base Prospectus, as amended or supplemented immediately prior the Time of Sale, the Preliminary Prospectus, the information included
in Section 3(a) of this Agreement, and any information set forth in Schedule I to this Agreement, considered together.

 

Issuer Free
Writing Prospectus
” means any “issuer free writing prospectus,” as defined in Rule 433 under the Securities
Act, relating to the offering of the Securities that (A) is required to be filed with the Commission by the Company, or (B) is
exempt from filing pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Securities or
of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission
or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities
Act.

 

Issuer General
Free Writing Prospectus
” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective
investors, as evidenced by its being specified in Schedule II to this Agreement.

 

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

 

2. REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.

 

(a) The Company represents
and warrants to, and agrees with, the Underwriters as follows:

 

(i) Registration
Statement and Prospectuses
. Each of the Registration Statement and any post-effective amendment thereto has become effective
under the Securities Act. No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the
Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s
knowledge, threatened by the Commission. The Company has complied with each request (if any) from the Commission for additional
information. At the time the Original Registration Statement was filed with the Commission, the Company met the then-applicable
requirements for use of Form S-3 under the Securities Act. The Company meets the requirements for use of Form S-3 under the Securities
Act. Pursuant to General Instruction I.B.1. of Form S-3, the issuance of the Securities is eligible to be registered pursuant to
the Prospectus filed as part of the Company’s effective Registration Statement and is not subject to the limitations of General
Instruction I.B.6 of Form S-3.

 

Each of the
Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material respects
with the requirements of the Securities Act and the Rules and Regulations. Each preliminary prospectus (if any), the Prospectus
and any amendment or supplement thereto, 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 (if any) delivered to the Underwriters
for use in connection with this offering and the Prospectus was or will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 

 

 

(ii) Accurate
Disclosure
. Neither the Registration Statement nor any amendment thereto, at its effective time, at all other subsequent times
until the expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Date and on any Option Closing
Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Disclosure Package
did not, as of the Time of Sale, include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date or date of first use within the
meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b) under the Securities
Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time, included, includes
or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading.

 

The representations
and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment
thereto), the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon
and in conformity with written information furnished to the Company by the Underwriters expressly for use therein. For purposes
of this Agreement, the only information so furnished shall be the Underwriter Information (as defined below).

 

(iii) Free
Writing Prospectuses
. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the Prospectus
Delivery Period or until any earlier date that the Company notified or notifies the Underwriters as described in Section 4(a)(iii)(B),
did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained
in the Registration Statement, any Preliminary Prospectus or the Base Prospectus.

 

(iv) [RESERVED].

 

(v) Independent
Accountants
. Plante & Moran, PLLC (the “Auditor”), the accounting firm that certified the financial
statements included or incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,
is an independent registered public accounting firm as required by the Securities Act, the Rules and Regulations and the Public
Company Accounting Oversight Board, and the Auditor is not in violation of the auditor independence requirements of the Sarbanes-Oxley
Act of 2002.

 

(vi) Incorporated
Documents
. The documents incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the
Prospectus, at the time they became effective or were filed with the Commission, as the case may be, complied in all material respects
with the requirements of the Exchange Act and the rules and regulations of the Commission thereunder, and none of such documents
contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated
by reference in the Registration Statement, the Prospectus or the Time of Sale Disclosure Package, when such documents become effective
or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Exchange
Act and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.

 

(vii) Financial
Statements; Non-GAAP Financial Measures
. The financial statements included or incorporated by reference in the Registration
Statement, the Time of Sale Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly,
in all material respects, the financial position and results of operations of the Company at the dates indicated and for the periods
specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods involved except, in the case of unaudited financial statements, subject to
normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission.
The Company does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations),
not described in the Registration Statement (excluding the exhibits thereto), the Time of Sale Disclosure Package and the Prospectus.
The selected financial data incorporated by reference in the Registration Statement, the Time of Sale Disclosure Package and the
Prospectus present fairly, in all material respects, the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements incorporated by reference therein. Except as included therein, no historical or pro
forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration
Statement, the Time of Sale Disclosure Package or the Prospectus under the Securities Act or the Rules and Regulations.

 

 

 

(viii)
No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information
is given in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, (A) there has been no material adverse
change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, considered
as one entity, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B)
there have been no transactions entered into by the Company , considered as one entity, other than those in the ordinary course
of business, which are material, individually or in the aggregate, to the Company, (C) there has been no dividend or distribution
of any kind declared, paid or made by the Company on any class of its capital stock, (D) there has not been any change in the capital
stock (other than a change in the number of outstanding shares of Common Stock due to the issuance of shares upon the exercise
of outstanding options or warrants or the settlement of outstanding restricted stock units), (E) there has not been any material
change in the short-term or long-term debt of the Company except for the extinguishment thereof, and (F) there has not been any
issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than
issuances of equity compensation awards under equity compensation arrangements approved by the Board of Directors of the Company
or committee thereof comprised entirely of independent directors).

 

(ix) Good
Standing of the Company
. Each of the Company and its subsidiaries has been duly organized and is validly existing as a corporation
or other entity in good standing under the laws of its jurisdiction of organization and has power and authority (corporate or otherwise)
to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the Time of Sale
Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company and each
subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in
which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except
where the failure so to qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect.

 

(x) Subsidiaries.
Except as set forth in Exhibit 21.1 to the Company’s most recent Annual Report on Form 10-K and in the Registration Statement,
the Time of Sale Disclosure Package and the Prospectus, the Company has no subsidiaries anddoes not own any equity interest in
any other entity.

 

(xi) Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement, the
Time of Sale Disclosure Package and the Prospectus under the caption “Description of Capital Stock” (except for subsequent
issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the
Registration Statement, the Time of Sale Disclosure Package and the Prospectus, or pursuant to the exercise of convertible securities,
options or warrants referred to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus). The outstanding
shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable and have
been issued in material compliance with all applicable securities laws. All of the issued shares of capital stock or other equity
interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable
and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, are owned directly
or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. None of the outstanding shares of
capital stock of the Company were issued in violation of the preemptive or other similar rights of any securityholder of the Company.

 

 

 

(xii) Authorization
of Agreement; Underwriter Warrants
. This Agreement has been duly authorized, executed and delivered by the Company and constitutes
a valid, legal and binding obligation of the Company, enforceable in accordance with its terms, except as rights to indemnity hereunder
may be limited by federal or state securities laws and except as such enforceability may be limited by insolvency, reorganization
or similar laws affecting the rights of creditors generally and subject to general principles of equity. The Underwriter Warrants
have been duly and validly authorized and, upon execution and delivery thereof by the Company, will constitute valid, legal and
binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as such enforceability
may be limited by insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to general
principles of equity.

 

(xiii)
Authorization and Description of Securities. The Shares and the Underwriter Warrants to be purchased by the Underwriters
from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued
and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly
issued and fully paid and non-assessable; and the issuance of the Shares and the Underwriter Warrants is not subject to the preemptive
or other similar rights of any securityholder of the Company. The Common Stock conforms, in all material respects, to all statements
relating thereto contained in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus and such description
conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will
be subject to personal liability solely by reason of being such a holder. The Underwriter Warrant Shares, when issued, paid for
and delivered upon due exercise of the Underwriter Warrants will be duly authorized and validly issued, fully paid and non-assessable,
free and clear from any preemptive or similar rights. The Underwriter Warrant Shares have been reserved for issuance.

 

(xiv) Registration
Rights
. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant
to the Registration Statement or otherwise registered for sale or sold by the Company under the Securities Act pursuant to this
Agreement, other than those rights that have been validly waived.

 

(xv) Listing.
The Shares and the Underwriter Warrant Shares have been approved for listing on the NASDAQ Capital Market (“NASDAQ”),
subject only to official notice of issuance. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is
listed on the NASDAQ and the Company has taken no action designed to, or likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act or delisting the Common Stock from NASDAQ nor has the Company received any notification
that the Commission or NASDAQ is contemplating terminating such registration or listing. The Company has complied in all material
respects with the applicable requirements of NASDAQ for maintenance of inclusion of the Common Stock on NASDAQ.

 

(xvi) Absence
of Violations, Defaults and Conflicts
. Neither the Company nor any subsidiary is (A) in violation of its charter, bylaws or
similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition
contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument
to which the Company or any subsidiary is a party or by which any of them may be bound or to which any of their properties or assets
are subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or
in the aggregate, reasonably be expected to result in a Material Adverse Effect, or (C) in violation of any law, statute, rule,
regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency
or other authority, body or agency having jurisdiction over the Company or any subsidiary or any of their respective properties,
assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in
the aggregate, reasonably be expected to result in a Material Adverse Effect. The execution, delivery and performance of this Agreement
and the Underwriter Warrants and the consummation of the transactions contemplated herein and therein and in the Registration Statement,
the Time of Sale Disclosure Package and the Prospectus (including the issuance and sale of the Securities and the use of the proceeds
from the sale of the Securities as described therein under the caption “Use of Proceeds”) and compliance by the Company
with its obligations hereunder and under the Underwriter Warrants have been duly authorized by all necessary corporate action and
do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance
upon any properties or assets of the Company and its subsidiaries pursuant to, the Agreements and Instruments (except for such
conflicts, breaches, defaults or cause a Repayment Events or liens, charges or encumbrances that would not, singly or in the aggregate,
reasonably be expected to result in a Material Adverse Effect), nor will such action result in any violation of the provisions
of the charter, by-laws or similar organizational document of the Company or any subsidiary or, except as would not be reasonably
expected to result in a Material Adverse Effect and adversely affect the consummation of the transactions contemplated in this
Agreement, any applicable law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity. As used herein,
a “Repayment Event” means any event or condition which gives the holder of any note, debenture or other evidence
of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment
of all or a portion of such indebtedness by the Company or a subsidiary.

 

 

 

(xvii)
Absence of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge
of the Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any
of its or any subsidiary’s principal suppliers, manufacturers, collaborators, customers or contractors, which, in either
case, would reasonably be expected to result in a Material Adverse Effect.

 

(xviii)
Absence of Proceedings. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,
there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity (including, without
limitation, any action, suit, proceeding, inquiry or investigation before or brought by the Food and Drug Administration (the “FDA”),
the European Commission, the European Medicines Agency or any other competent authorities of the Member States of the European
Economic Area (collectively, the “EMA”) or any other Health Regulatory Agency (as defined below)) now pending
or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary; and the aggregate of all pending
legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of its properties or assets
is the subject which are not described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, including
ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

 

(xix) Accuracy
of Exhibits
. There are no contracts or documents which are required to be described in the Registration Statement, the Time
of Sale Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described
in all material respects and filed as required.

 

(xx) Absence
of Further Requirements
. No filing with, or authorization, approval, consent, license, order, registration, qualification or
decree of, any Governmental Entity is necessary or required for the performance by the Company of its obligations hereunder, in
connection with the offering, issuance or sale of the Securities hereunder or the consummation of the transactions contemplated
by this Agreement or the Underwriter Warrants, except such as have been already obtained or as may be required under the Securities
Act, the Rules and Regulations, the rules of NASDAQ, state securities laws or the rules of FINRA. No approval of the stockholders
of the Company under the rules and regulations of NASDAQ is required for the Company to issue and deliver the Securities to the
Underwriters.

 

(xxi) Possession
of Licenses and Permits
. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct
its business as now operated by it, except where the failure so to possess would not, singly or in the aggregate, be reasonably
expected to result in a Material Adverse Effect. The Company and its subsidiaries are in compliance with the terms and conditions
of all Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, be reasonably expected
to result in a Material Adverse Effect. All of the Governmental Licenses are valid and in full force and effect and neither the
Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of any Governmental
Licenses.

 

 

 

(xxii)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned and good title
to all other properties owned, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as are described in the Registration Statement, the Time of Sale Disclosure Package and
the Prospectus; and all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole,
and under which the Company or any subsidiary holds properties described in the Registration Statement, the Time of Sale Disclosure
Package or the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has received notice of any
material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of
the leases or subleases mentioned above, or affecting or questioning the rights of the Company or a subsidiary to the continued
possession of the leased or subleased premises under any such lease or sublease.

 

(xxiii) Possession
of Intellectual Property
. The Company and each subsidiary owns or possesses adequate patents, patent rights, licenses, inventions,
copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information,
systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual
Property
”) necessary to carry on the business now operated by it, and neither the Company nor any subsidiary has received
any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual
Property or is aware of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect
the interest of the Company and its subsidiaries therein.

 

(xxiv) Environmental
Laws
. Except as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus or would not,
singly or in the aggregate, be reasonably expected to result in a Material Adverse Effect, (A) neither the Company nor any subsidiary
is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule
of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent,
decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient
air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations
relating to the release or threatened release of hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances,
hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous
Materials
”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling
of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits,
authorizations and approvals required under any applicable Environmental Laws for the operation of their respective businesses
and are in compliance with such requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations
or proceedings relating to any Environmental Law against the Company or any subsidiary, and (D) to the Company’s knowledge,
there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any subsidiary
relating to Hazardous Materials or any Environmental Laws.

 

(xxv) Accounting
Controls
. The Company and its subsidiaries maintain a system of internal control over financial reporting (as defined under
Rule 13a-15 and 15d-15 under the Exchange Act) and a system of internal accounting controls designed to provide reasonable assurances
(A) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP; (B) that records are maintained that in reasonable detail accurately and fairly reflect the transactions and dispositions
of the assets of the Company and its subsidiaries; (C) that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that receipts and expenditures of the Company and its subsidiaries are being made only
in accordance with authorizations of management and directors of the Company; (D) regarding the prevention or timely detection
of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial
statements; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration
Statement fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s
rules and guidelines applicable thereto. Except as described in the Registration Statement, the Time of Sale Disclosure Package
and the Prospectus, since the end of each of the Company’s most recent audited fiscal year, there has been (1) no material
weakness or significant deficiency in the Company’s internal control over financial reporting (whether or not remediated)
and (2) no change in the Company’s internal control over financial reporting that has materially and adversely affected,
or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

 

 

 

(xxvi) Disclosure
Controls.
The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15
under the Exchange Act) designed to provide reasonable assurance that material information relating to the Company and its subsidiaries
is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and
to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act
is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure, and such disclosure
controls and procedures were effective as of the last date of the most recent fiscal quarter for which the Company has filed a
quarterly or annual report with the Commission. The Company has utilized such controls and procedures in preparing and evaluating
the disclosures in the Registration Statement, in the Time of Sale Disclosure Package and in the Prospectus. The Company is not
aware of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s
internal control over financial reporting.

 

(xxvii) Compliance
with the Sarbanes-Oxley Act
. The Company is in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated in connection therewith applicable to the Company and its directors and officers.

 

(xxviii) Payment
of Taxes
. All income tax returns of the Company and its subsidiaries required by law to be filed have been filed and all material
taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments against which
appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Company and its subsidiaries
have filed all other tax returns that are required to have been filed by it or have timely requested extensions thereof pursuant
to applicable foreign, state, local or other law, and have paid all taxes due pursuant to such returns or pursuant to any assessment
received by the Company or any subsidiary, except for such taxes, if any, as are being contested in good faith and as to which
adequate reserves have been established by the Company. The charges, accruals and reserves on the books of the Company in respect
of any income and corporation tax liability are adequate to meet any assessments or re-assessments for additional income tax for
any years not finally determined.

 

(xxix) Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance with financially sound and reputable insurers,
in such amounts and covering such risks as is generally maintained by companies of established repute and comparable size engaged
in the same or similar business, and all such insurance is in full force and effect. The Company has no reason to believe that
either it or its subsidiaries will not be able (A) to renew their existing insurance coverage as and when such policies expire
or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct their businesses as
now conducted and at a cost that would not be reasonably expected to result in a Material Adverse Effect. Neither the Company nor
any subsidiary has been denied any insurance coverage which it has sought or for which it has applied.

 

(xxx) Investment
Company Act
. The Company is not required, and upon the issuance and sale of the Securities as herein contemplated and the application
of the net proceeds therefrom as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus
will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended.

 

 

 

(xxxi) Absence
of Manipulation
. None of the Company or any affiliate of the Company has taken, nor will the Company or any affiliate take,
directly or indirectly, any action which is designed, or would reasonably be expected, to cause or result in, or which constitutes,
the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities
or to result in a violation of Regulation M under the Exchange Act.

 

(xxxii) Foreign
Corrupt Practices Act
. Neither the Company nor any subsidiary nor, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person acting on behalf of the Company or any subsidiary is aware of or has taken any action,
directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended,
and the rules and regulations thereunder (the “FCPA”), the United Kingdom Bribery Act 2010, as amended (the
U.K. Bribery Act”) or any other applicable comparable law (all such laws together with the FCPA and the U.K.
Bribery Act, the “Anti-Corruption Laws”), including, without limitation, making an offer, payment, promise to
pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything
of value to any “foreign official” (as such term is defined in the FCPA) or any political party or official thereof
or any candidate for political office, in contravention of the Anti-Corruption Laws and the Company and its subsidiaries and, to
the knowledge of the Company, their respective affiliates have conducted their businesses in compliance with the Anti-Corruption
Laws and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.

 

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

 

(xxxiv) OFAC.
Neither the Company nor any subsidiary nor, to the knowledge of the Company, any director, officer, agent, employee, affiliate
or representative of the Company or any subsidiary is an individual or entity (“Person”) currently the subject
or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department
of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty’s
Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any subsidiary
located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or
indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any
joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory,
that, at the time of such funding, is the subject of Sanctions 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 Sanctions.

 

(xxxv) Lending
Relationship
. (i) Neither the Company nor any subsidiary has any material lending or other relationship with any bank or lending
affiliate of any of the Underwriters and (ii) the Company does not intend to use any of the proceeds from the sale of the Securities
to repay any outstanding debt owed to any affiliate of any of the Underwriters.

 

(xxxvi) Statistical
and Market-Related Data
. Any statistical and market-related data included in the Registration Statement, the Time of Sale Disclosure
Package or the Prospectus are based on or derived from sources that the Company believes, after reasonable inquiry, to be reliable
and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such
data from such sources.

 

 

 

(xxxvii) No
Rated Securities
. The Company does not have any debt securities or preferred shares that are rated by any “nationally
recognized statistical rating agency” (as that term is defined in Section 3(a)(62) of the Exchange Act).

 

(xxxviii) Health
Care Authorizations
. The Company and its subsidiaries have submitted and possesses, or qualifies for applicable exemptions
to, such valid and current registrations, listings, approvals, clearances, licenses, certificates, authorizations or permits and
supplements or amendments thereto (collectively, “Health Care Authorizations”) issued or required by the appropriate
local, state, federal, national, supranational or other foreign regulatory agencies or bodies (collectively, “Health Regulatory
Agencies
”) necessary to conduct their respective businesses as described in the Registration Statement, the Time of Sale
Disclosure Package and the Prospectus, including, without limitation, all such Health Care Authorizations required by the FDA,
the Department of Health and Human Services, the European Commission, the EMA or any other Health Regulatory Agencies engaged in
the regulation of Biologics (as defined in the Public Health Service Act of 1944, as amended (42 U.S.C. 6A et seq.), except as
would not be reasonably expected to result in a Material Adverse Effect. The Company has not received any notice of proceedings,
or have any knowledge of any threatened proceedings, relating to the revocation or modification of, or non-compliance with, any
such Health Care Authorization, except where such revocation, modification or non-compliance would not result in a Material Adverse
Effect.

 

(xxxix) Compliance
with Health Care Laws
. The Company and its subsidiaries are, and have been, in material compliance with all applicable Health
Care Laws, and have not engaged in activities which are, as applicable, cause for false claims liability, civil penalties, or mandatory
or permissive exclusion from Medicare, Medicaid or any other state, federal or national health care program, except where such
noncompliance, false claims liability or civil penalties would not reasonably be expected to, singly or in the aggregate, result
in a Material Adverse Effect. For purposes of this Agreement, “Health Care Laws” means all health care laws
applicable to the Company or a subsidiary, including, but not limited to: the Federal Food, Drug, and Cosmetic Act (21 U.S.C. Section
301 et seq.), the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a),
the Physician Payments Sunshine Act (42 U.S.C. § 1320a-7h), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the
criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), all criminal laws relating to health care fraud and abuse, including
but not limited to 18 U.S.C. Sections 286 and 287, and 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), Basic Health and Human Services Policy for Protection of Human Research Subjects “Common Rule”
as codified and enforced by the Department of Health and Human Services in 45 C.F.R. part 46 and enforced by FDA under 21 C.F.R.
part 50, Laboratory Animal Welfare Act of 1966, HIPAA, as amended by the Health Information Technology for Economic and Clinical
Health Act (42 U.S.C. Section 17921 et seq.), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social
Security Act), any and all other applicable comparable local, state, federal, national, supranational and foreign health care laws
and the regulations promulgated pursuant to such laws, each as amended from time to time. Neither the Company nor any subsidiary
has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action
from any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity
is in material violation of any Health Care Laws, and, to the knowledge of the Company, no such claim, action, suit, proceeding,
hearing, enforcement, investigation, arbitration or other action is threatened. Neither the Company nor any subsidiary has received
any written notice of adverse filing, warning letter, untitled letter or other correspondence or notice from the FDA, the European
Commission, the EMA or any other Health Regulatory Agencies, or any other court or arbitrator, alleging or asserting material noncompliance
with the Health Care Laws. Neither the Company nor any subsidiary is a party to any corporate integrity agreements, deferred prosecution
agreements, monitoring agreements, consent decrees, settlement orders, plans of correction or similar agreements with or imposed
by any governmental or regulatory authority. Additionally, neither the Company nor any subsidiary, nor, to the knowledge of the
Company, 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 research study or trial or, to the knowledge of the Company, is subject to a governmental
inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension
or exclusion.

 

 

 

(xl) Research
Studies and Trials
. (A) The research studies and trials conducted by or, to the Company’s knowledge, on behalf of, or
sponsored by, the Company or any subsidiary, or in which the Company or a subsidiary has participated, that are described in the
Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration
Statement, the Time of Sale Disclosure Package or the Prospectus, as applicable, were and, if still pending, are being, conducted
in all material respects in accordance with applicable experimental protocols, procedures and controls pursuant to, where applicable,
accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company
and its subsidiaries and all applicable statutes, rules and regulations of the FDA, National Institute of Health Department of
Health and Human Services, the European Commission, the EMA and any other Health Regulatory Agencies to which it is subject; (B)
the descriptions of the results of such studies and trials contained in the Registration Statement, the Time of Sale Disclosure
Package or the Prospectus do not contain any misstatement of a material fact or omit to state a material fact necessary to make
such statements not misleading; (C) the Company has no knowledge of any research studies or trials not described in the Registration
Statement, the Time of Sale Disclosure Package and the Prospectus the results of which reasonably call into question in any material
respect the results of the research studies and trials described in the Registration Statement, the Time of Sale Disclosure Package
or Prospectus; (D) neither the Company nor any subsidiary has received any notices or correspondence from the FDA, the European
Commission, the EMA or any Health Regulatory Agency or any institutional review board or comparable authority requiring or threatening
the premature termination, suspension, material modification or clinical hold of any research studies or trials conducted by or
on behalf of, or sponsored by, the Company or any subsidiary or in which the Company or any subsidiary has participated that are
described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, and, to the Company’s knowledge,
there are no reasonable grounds for the same; (E) there has not been any violation of applicable law or regulation by the Company
or any subsidiary in any of their respective product development efforts, submissions or reports to the FDA, the European Commission,
the EMA or any other Health Regulatory Agency that could reasonably be expected to require investigation, corrective action or
result in enforcement action, except where such violation would not, singly or in the aggregate, result in a Material Adverse Effect;
and (F) the research studies and clinical trials of Company and its subsidiaries are being conducted in an ethical and humane manner
under state, national or supra-national applicable laws which are either equal or more stringent than applicable laws and regulations
enforced by the Department of Health and Human Services and FDA governing human, animal or non-human primate research participants
and test subjects and such studies and the clinical trials are conducted under the auspices of a neutral and independent Institutional
Animal Care and Use Committee or Institutional Review Board and applicable state, national, or supra national agencies responsible
for oversight.

 

(xli) Health
Care Products Manufacturing
. The manufacture of the Company’s or any subsidiary’s products by or, to the knowledge
of the Company, on behalf of the Company or any subsidiary is being conducted in compliance with all applicable Health Care Laws,
including, without limitation, the FDA’s regulation pertaining to Biologics at 21 CFR Part 600, and, to the extent applicable,
the respective counterparts thereof promulgated by the European Commission, the EMA or other Health Regulatory Agencies. Except
as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, neither the Company nor any
subsidiary has had any manufacturing site (whether owned by the Company or a subsidiary or, to the knowledge of the Company, that
of a third party manufacturer for the Company’s or a subsidiary’s products) subject to an FDA, European Commission,
EMA or other Health Regulatory Agency shutdown or import or export prohibition, nor received any FDA, European Commission, EMA
or other Health Regulatory Agency “warning letters,” or “untitled letters” alleging or asserting material
noncompliance with any applicable Health Care Laws, requests to make material changes to the Company’s or a subsidiary’s
products, processes or operations, or similar correspondence or notice from the FDA, the European Commission, the EMA or other
Health Regulatory Agency alleging or asserting material noncompliance with any applicable Health Care Laws, other than those that
have been satisfactorily addressed and/or closed with the FDA, the European Commission, the EMA or other Health Regulatory Agency.
To the knowledge of the Company, none of the FDA, the European Commission, the EMA or any other Health Regulatory Agency is considering
such action.

 

 

 

(xlii) No
Brokers’ Fees.
Other than as contemplated by this Agreement or by the engagement letters with Jefferies LLC, the Company
has not incurred any liability for any finder’s or broker’s fee or agent’s commission in connection with the
execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Within the six (6) months
prior to the date the first Preliminary Prospectus was filed with the Commission, the Company has not made any direct or indirect
payments (in cash, securities or otherwise) to (i) any person as a finder’s or broker’s fee, consulting fee or otherwise
in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital
to the Company, (ii) to any FINRA member or (iii) to any person or entity that has any direct or indirect affiliation or association
with any FINRA member, other than the payment to the Underwriters as provided hereunder in connection with the transactions contemplated
hereunder. None of the net proceeds of the transactions contemplated hereunder will be paid by the Company to any participating
FINRA member or its affiliates, except as specifically authorized herein.

 

(xliii) Corporate
Governance Compliance; Listing Standards
. The Company is in compliance with (i) the applicable corporate governance requirements
of the Securities Act, the Exchange Act and the rules and regulations thereunder and (ii) the continued listing standards under
the NASDAQ Rules, except where the failure to be in compliance would not reasonably be expected to result in delisting or any suspension
of trading or other privileges.

 

(xliv) Accounting
Principles
. The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical
Accounting Policies” in the Company’s most recent Annual Report on Form 10-K and incorporated by reference into the
Registration Statement, the
Time of Sale Disclosure Package and the Prospectus truly,
correctly and completely describes in all material respects (i) accounting policies which the Company believes are the most important
in the portrayal of the Company’s financial position and results of operations and which require management’s most
difficult, subjective or complex judgments (“Critical Accounting Policies”), (ii) judgements and uncertainties
affecting the application of Critical Accounting Policies, and (iii) the likelihood that materially different amounts would be
reported under different conditions or using different assumptions. The Audit Committee of the Board of Directors of the Company
and management have reviewed and agreed with the selection, application and disclosure of Critical Accounting Policies and management
have consulted with the Auditor regarding such disclosure.

 

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

 

(xlvi) Off-Balance
Sheet Arrangements
. There are no transactions, arrangements and other relationships between and/or among the Company, and/or
any of its affiliates and any unconsolidated entity, including, but not limited to, any structural finance, special purpose or
limited purpose entity (each, an “Off-Balance Sheet Transaction”) that would affect materially the Company’s
liquidity or the availability of or requirements for its capital resources, including those Off-Balance Sheet Transactions described
in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions and Results of Operations
(Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Registration Statement, the Time of Sale Disclosure Package
or the Prospectus which have not been described as required.

 

(xlvii) ERISA.
To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed to by the
Company or any of its affiliates for employees or former employees of the Company has been maintained in material compliance with
its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and
the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction, within the meaning of
Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the Company with respect
to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each such plan that
is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency”
as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each
such plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under
such plan determined using reasonable actuarial assumptions. Each of the material employee benefit plans of the Company complies
in all material respects with applicable law.

 

 

 

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

 

(xlix) FINRA
Matters
. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel,
its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company
in connection with the offering of the Securities is true, complete, correct and compliant with FINRA’s rules and any letters,
filings or other supplemental information provided to FINRA pursuant to FINRA Rules is true, complete and correct.

 

(l) Parties
to Lock-Up Agreements
. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Schedule
III
(the “Lock-up Agreement”) from each of the persons listed on Schedule IV. Such Schedule IV
lists under an appropriate caption the directors and executive officers and certain other stockholders of the Company. If any additional
persons shall become directors or executive officers of the Company prior to the end of the Lock-up Period (as defined in Schedule
III
), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director
or executive officer of the Company, to execute and deliver to the Representative a Lock-up Agreement.

 

(li) No
Contract Terminations
. The Company has not sent or received any communication regarding termination of, or intent not to renew,
any of the contracts or agreements referred to or described in the Registration Statement, the Time of Sale Disclosure Package
or the Prospectus, and no such termination or non-renewal has been threatened by the Company or, to the Company’s knowledge,
any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the
date hereof.

 

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

 

(b) Any certificate signed
by any officer of the Company and delivered to the Underwriters or to the Underwriters’ counsel shall be deemed a representation
and warranty by the Company to the Underwriters as to the matters covered thereby.

 

3. PURCHASE,
SALE AND DELIVERY OF SECURITIES.

 

(a) On the basis of the
representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the
Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to
purchase from the Company, at a purchase price equal to $5.55 per share (the “Per Share Price”), the Firm Shares
as set forth opposite the name of such Underwriter on Schedule V hereto; and (ii) in the event and to the extent that the
Underwriters shall exercise the election to purchase Additional Shares as provided below, the Company agrees to issue and sell
to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the
Per Share Price, that portion of the number of Additional Shares as to which such election shall have been exercised (to be adjusted
so as to eliminate fractional shares) determined by multiplying such number of Additional Shares by a fraction, the numerator of
which is the maximum number of Additional Shares which such Underwriter is entitled to purchase as set forth opposite the name
of such Underwriter in Schedule V hereto and the denominator of which is the maximum number of Additional Shares that all
of the Underwriters are entitled to purchase hereunder.

 

 

 

As referenced in Section
3(a)(ii)
above, the Company hereby grants to the several Underwriters the option to purchase from the Company the Additional
Shares at the Per Share Price. This option may be exercised by the Representative on behalf of the Underwriters at any time and
from time to time on or before the date that is thirty (30) days following the Closing Date, by written notice 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 when the Additional Shares are to be delivered (such date and time being herein referred to as an “Option Closing
Date
”); provided, however, that no Option Closing Date shall be earlier than the Closing Date nor later
than one business day after the date on which the option shall have been exercised unless the Company and the Underwriters otherwise
agree.

 

Payment of the purchase price and delivery
for the Additional Shares shall be made at any Option Closing Date in the same manner and at the same office as the payment for
the Firm Shares as set forth in subparagraph (b) below.

 

(b) The Firm Shares will
be delivered by the Company to the Underwriters for the Underwriters’ accounts against payment of the purchase price therefor
by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of the Representative, on
430 Park Avenue, 4th Floor, New York, New York 10022, or such other location as may be mutually acceptable, (1) with
respect to the Firm Shares, at 10:30 a.m. Eastern time on December 15, 2020 (such time and date of delivery being herein referred
to as the “Closing Date”) and (2) with respect to the Additional Shares, at 10:30 a.m. Eastern time, the Option
Closing Date. If the Representative so elects, delivery of the Shares may be made by credit through full fast transfer to the account
at The Depository Trust Company designated by the Representative. Certificates representing the Securities, in definitive form
and in such denominations and registered in such names as the Representative may request upon at least two business days’
prior notice to the Company, will be made available for checking and packaging not later than 10:30 a.m., Eastern time, on the
business day next preceding the applicable closing date at the offices of the Representative, 430 Park Avenue, 4th Floor,
New York, New York 10022, or such other location as may be mutually acceptable.

 

(c) The Company shall
issue to the Representative or its designees on each of the Closing Date and each Option Closing Date, warrants (the “Underwriter
Warrants
”) to purchase that number of shares of Common Stock (the “Underwriter Warrant Shares”) equal
to 6.5% of the aggregate number of Firm Shares or Additional Shares, as the case may be issued on each of the Closing Date and
each Option Closing Date. The Underwriter Warrants shall be in a customary form reasonably acceptable to the Representative and
the Company, expiring on the five-year anniversary of the date of their issuance at an initial exercise price per Common Stock
of $7.50, which is equal to 125% of the public offering price of the Firm Shares.

 

4. COVENANTS.

 

(a) The Company covenants
and agrees with the Underwriters as follows:

 

(i) During
the period beginning on the date hereof and ending on the later of the Closing Date (or the latest Option Closing Date, if applicable)
or such date, as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by law to be delivered (or
in lieu thereof the notice referred to in Rule 173(a) under the Securities Act is no longer required to be provided), in connection
with sales by an underwriter or dealer (the “Prospectus Delivery Period”), prior to amending or supplementing
the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, the Company shall furnish to the Underwriters
for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or
supplement to which the Underwriters reasonably object in writing.

 

 

 

(ii) During
the Prospectus Delivery Period, the Company shall promptly advise the Underwriters in writing (i) of the receipt of any comments
of, or requests for additional or supplemental information from, the Commission, (ii) of the time and date of any filing of any
post-effective amendment to the Registration Statement or any amendment or supplement to any Preliminary Prospectus, the Time of
Sale Disclosure Package or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement
becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereto or of any order preventing or suspending its use or the use of any Preliminary
Prospectus, the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, or of any proceedings to
remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which it is listed for
trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes.
If the Commission shall enter any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting
of such order as soon as reasonably practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules
424(b), 430A and 430B, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings
made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

 

(iii) (A) During
the Prospectus Delivery Period, the Company will comply as far as it is able with all requirements imposed upon it by the Securities
Act, as now and hereafter amended, and by the Rules and Regulations, as from time to time in force, and by the Exchange Act so
far as necessary to permit the continuance of sales of or dealings in the Securities as contemplated by the provisions hereof,
the Time of Sale Disclosure Package, and the Registration Statement and the Prospectus. If during such period any event occurs
as a result of which the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure
Package) would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary or appropriate
in the opinion of the Company or its counsel or the Underwriters or counsel to the Underwriters to amend the Registration Statement
or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure
Package) to comply with the Securities Act or to file under the Exchange Act any document which would be deemed to be incorporated
by reference in the Prospectus in order to comply with the Securities Act or the Exchange Act, the Company will promptly notify
the Underwriters and will amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available
to prospective purchasers, the Time of Sale Disclosure Package) or file such document (at the expense of the Company) so as to
correct such statement or omission or effect such compliance.

 

(B) If at
any time following issuance of any Issuer Free Writing Prospectus there occurred or occurs an event or development as a result
of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement,
the Preliminary Prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or
would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing
at that subsequent time, not misleading, the Company has promptly notified or promptly will notify the Underwriters and has promptly
amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such
conflict, untrue statement or omission.

 

(iv) The Company
shall take or cause to be taken all necessary action to qualify the Securities for sale under the securities laws of such jurisdictions
as the Underwriters reasonably designate and to continue such qualifications in effect so long as required for the distribution
of the Securities, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or
as a dealer in securities in any state in which it is not so qualified or to execute a general consent to service of process in
any state or to subject itself to taxation in respect of doing business in any state in which it is not otherwise required to be
so subject.

 

(v) The Company
will furnish to the Underwriters and counsel for the Underwriters, without charge, copies of the Registration Statement, each Preliminary
Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and all amendments and supplements to such documents, in each case
as soon as available and in such quantities as the Underwriters may from time to time reasonably request.

 

 

 

(vi) The Company
will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders
as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated
by, the last paragraph of Section 11(a) of the Securities Act.

 

(vii) The Company
agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection
with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery
of the Securities (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent
of the Securities, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities
to the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountant
and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the
Time of Sale Disclosure Package, the Prospectus, each Issuer Free Writing prospectus prepared by or on behalf of, used by, or referred
to by the Company, and each Preliminary Prospectus, and all amendments and supplements thereto, and this Agreement, (vi) all filing
fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering
(or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under
the state securities or blue sky laws, and, if requested by the Representative, preparing and printing a “Blue Sky Survey”
or memorandum, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vii)
the costs, fees and expenses incurred by the Underwriters in connection with determining their compliance with the rules and regulations
of FINRA related to the Underwriters’ participation in the offering and distribution of the Securities, including any related
filings fees and the legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company
relating to investor presentations on any “road show”, including, without limitation, expenses associated with the
preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics,
fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company,
reasonable travel and lodging expenses of the Representative approved by the Company in advance, employees and officers of the
Company and any such consultants, (ix) the fees and expenses associated with listing the Securities on NASDAQ, (x) all other fees,
costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statement, (xi) all actual and documented
out-of-pocket expenses and all fees of the Underwriters’ legal counsel and other out-of-pocket expenses of the Underwriters
reasonably incurred in connection with the transactions contemplated hereby; provided, that the amount payable pursuant to the
foregoing clauses (vi), (vii) and (xi) in the aggregate shall not exceed $100,000, and (xii) the costs and fees of any escrow agent
and the actual out-of-pocket costs incurred by the Underwriters in connection with clearing agent settlement and financing, which
cost shall not exceed $12,900. At the Closing Date and any Option Closing Date, the Company shall pay the Representative a management
fee equal to 1.0% of the gross proceeds raised at the Closing Date and each Option Closing Date. At the Closing Date, the Company
shall pay the Representative $40,000 for non-accountable expenses. Any such amount payable to the Underwriters may be deducted
from the purchase price for the Securities.

 

(viii) The
Company will apply the net proceeds from the sale of the Securities to be sold by it hereunder for the purposes set forth in the
Time of Sale Disclosure Package and in the Prospectus.

 

(ix) The Company
has not taken or will take and, to the Company’s knowledge, none of its employees, officers or directors has taken or will
take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has
constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Securities.

 

(x) Except
as contemplated herein, the Company will not incur any liability for any finder’s or broker’s fee or agent’s
commission in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated
hereby.

 

 

 

(xi) During
the Prospectus Delivery Period, the Company will file on a timely basis with the Commission such periodic and current reports as
are required by the Exchange Act and the rules and regulations promulgated thereunder.

 

(xii) Except
as described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, the Company will maintain such
controls and other procedures, including without limitation those applicable to the Company and required by Sections 302 and 906
of the Sarbanes-Oxley Act and the applicable regulations thereunder, that are designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and forms, including without limitation, controls and
procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer
and its principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding
required disclosure, to ensure that material information relating to Company, is made known to them by others within those entities.

 

(xiii) The
Company will substantially comply with all effective applicable provisions of the Sarbanes-Oxley Act.

 

(xiv) The Company
represents and agrees that, unless it obtains the prior written consent of the Representative, and the Underwriters represent and
agree that, unless they obtain the prior written consent of the Company, they have not made and will not make any offer relating
to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433 under the Securities
Act, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405 under the Securities Act,
required to be filed with the Commission; provided that the prior written consent of the parties hereto shall be deemed
to have been given in respect of the free writing prospectuses included in Schedule II. Any such free writing prospectus
consented to by the Company and the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.”
The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.

 

(xv) During
the period commencing on and including the date hereof and continuing through and including the 30th day following the
date of the Prospectus, as extended as described below, the Company will not, without the prior written consent of the Representative
(which consent may be withheld in its sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend
any Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put
equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent
position “ (as defined in Rule 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge,
hypothecate or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose
of any Common Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in
whole or in part, the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction
is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Common Stock or Related Securities; (vii)
file any registration statement under the Securities Act under applicable securities laws in respect of any Common Stock or Related
Securities (other than as contemplated by this Agreement with respect to the Securities); or (viii) publicly announce the intention
to do any of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby; (B)
issue shares of Common Stock or options to purchase shares of Common Stock or restricted stock units or similar equity securities,
or issue shares of Common Stock upon exercise of options, restricted stock units or similar equity securities, pursuant to any
options, share bonus or other share plan or arrangement pursuant to an incentive plan in effect on the date hereof and described
in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (C) file a registration statement on Form
S-8 in respect of the issuance, vesting, exercise or settlement of equity awards to officers or directors granted in connection
with the NEOS Merger or to be granted pursuant to an incentive plan in effect on the date hereof and described in the Registration
Statement Time of Sale Disclosure Package and the Prospectus; (D) issue any shares of Common Stock upon the exercise of the Underwriter
Warrants, or any option or warrant or upon the conversion of a convertible security outstanding on the date hereof and referred
to in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus; (E) issue any shares of capital stock
of the Company or securities convertible into shares of capital stock of the Company that are issued as consideration in an acquisition,
merger or similar strategic transaction approved by a majority of the disinterested directors of the Company, provided that such
securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights that require
or permit the filing of any registration statement in connection therewith within thirty (30) days after the date of this Agreement,
and provided that any such issuance shall only be to a person (or to the equity holders of a person) which is, itself or through
its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall
provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing
in securities; and (F) issue any equity or debt securities in connection with the NEOS Merger on the terms set forth in the Merger
Agreement related to the NEOS Merger. For purposes of the foregoing, “Related Securities” shall mean any options
or warrants or other rights to acquire Common Stock or any securities exchangeable or exercisable for or convertible into Common
Stock, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Common Stock.
The Company will cause each person or entity listed on Schedule IV to furnish to the Representative, prior to the Closing
Date, a letter, substantially in the form of Schedule III hereto, pursuant to which each such person or entity shall agree,
among other things, subject to the terms and conditions set forth in each such letter, not to directly or indirectly offer, sell,
assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of Common Stock or any securities convertible into
or exercisable or exchangeable for Common Stock, not to engage in any swap or other agreement or arrangement that transfers, in
whole or in part, directly or indirectly, the economic risk of ownership of Common Stock or any such securities, during the period
of ninety (90) days from the date of the Prospectus, without the prior written consent of the Representative.

 

 

 

(xvi) The
Company shall use its reasonable best efforts to maintain the listing of the Common Stock on NASDAQ for a period of at least three
(3) years.

 

(xvii) From
the date hereof until the earlier of (i) a date thirty (30) days after the Closing Date and (ii) the last Option Closing Date,
the Company will not issue press releases, proposed communications with shareholders or other interested constituencies, or other
public announcements or engage in any other publicity, without (i) providing the Representative and its counsel with copies of
same and (ii) permitting the Representative and its counsel to comment thereon; provided, however, that ordinary
and routine communications not related to the transactions contemplated hereunder or the financial position of the Company may
be provided concurrently with their release.

 

5. CONDITIONS
OF THE UNDERWRITERS’ OBLIGATIONS. The obligations of the Underwriters hereunder are subject to the accuracy, as of the date
hereof and at each of the Closing Date and any Option Closing Date (as if made on the Closing Date or such Option Closing Date,
as applicable), of and compliance with all representations, warranties and agreements of the Company contained herein (except to
the extent any such representations or warranties expressly relate to a specified earlier date, in which case, such representations
and warranties shall be true and correct as of such specified earlier date), to the performance by the Company of its obligations
hereunder and to the following additional conditions (except for any obligations or conditions that have been waived by the Representative
in writing):

 

(a) If filing of the
Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, is required under the Securities Act
or the Rules and Regulations, the Company shall have filed the Prospectus (or such amendment or supplement) or such Issuer Free
Writing Prospectus with the Commission in the manner and within the time period so required; the Registration Statement shall remain
effective; no stop order suspending the effectiveness of the Registration Statement or any part thereof, or any amendment thereof,
nor suspending or preventing the use of the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus
shall have been issued; no proceedings for the issuance of such an order shall have been initiated or, to the Company’s knowledge,
threatened by the Commission; any request of the Commission for additional information (to be included in the Registration Statement,
the Time of Sale Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise) shall have been complied
with to the Underwriters’ reasonable satisfaction; and FINRA shall have raised no objection to the fairness and reasonableness
of the underwriting terms and arrangements.

 

 

 

(b) The Underwriters
shall not have advised the Company that the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or any
amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact which, in
the Underwriters’ reasonable opinion, is material, or omits to state a fact which, in the Underwriters’ reasonable
opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.

 

(c) Except as contemplated
in the Time of Sale Disclosure Package and in the Prospectus, subsequent to the respective dates as of which information is given
in the Time of Sale Disclosure Package, neither the Company nor any subsidiary shall have incurred any liabilities or obligations,
direct or contingent, which are material to the Company and its subsidiaries, taken as a whole, or entered into any transactions
not in the ordinary course of business which are material to the Company and its subsidiaries, taken as a whole, or declared or
paid any dividends or made any distribution of any kind with respect to its capital stock (other than dividends or distributions
by a subsidiary to the Company); and there shall not have been any change in the capital stock (other than a change in the number
of outstanding shares of Common Stock due to the issuance of shares upon the exercise of outstanding options or warrants or upon
the settlement of outstanding restricted stock units), or any material change in the short-term or long-term debt of the Company
and its subsidiaries except for the extinguishment thereof, or any issuance of options, warrants, convertible securities or other
rights to purchase the capital stock of the Company (other than issuances of equity compensation awards under equity compensation
arrangements approved by the Board of Directors of the Company or committee thereof comprised entirely of independent directors),
or any Material Adverse Effect, or any loss by strike, fire, flood, earthquake, accident or other calamity, whether or not covered
by insurance, incurred by the Company or any subsidiary, the effect of which, in any such case described above, in the Representative’s
reasonable judgment, makes it impractical or inadvisable to offer or deliver the Securities on the terms and in the manner contemplated
in the Time of Sale Disclosure Package, the Registration Statement and in the Prospectus.

 

(d) On the Closing Date
and any Option Closing Date, there shall have been furnished to the Underwriters the opinion and negative assurance letter of Dorsey
& Whitney LLP, counsel for the Company, dated the Closing Date and such Option Closing Date, respectively, and addressed to
the Underwriters, in form and substance reasonably satisfactory to the Underwriters.

 

(e) On the Closing Date
and any Option Closing Date, there shall have been furnished to the Underwriters and the opinion of Sheridan Ross P.C., as intellectual
property counsel for the Company, dated the Closing Date and such Option Closing Date, respectively, and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Underwriters.

 

(f) On the Closing Date
and any Option Closing Date, there shall have been furnished to the Underwriters the negative assurance letter of Lowenstein Sandler
LLP, counsel for the Underwriters, dated the Closing Date and such Option Closing Date, respectively, and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Underwriters.

 

(g) On the date of the
Prospectus and on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date
of this Agreement, the Underwriters shall have received (i) a letter from the Auditor (the “Auditor Comfort Letter”)
and (ii) a letter (the “NEOS Comfort Letter”) from RSM US LLP (the “NEOS Auditor”), each
dated the respective dates of delivery thereof, and addressed to the Underwriters, in form and substance satisfactory to the Underwriters.

 

(h) On the Closing Date
and any Option Closing Date the Underwriters shall have received (i) from the Auditor a letter, dated as of such date, to the effect
that it reaffirms the statements made in the Comfort Letter and (ii) from the NEOS Auditor a letter, dated as of such date, to
the effect that it reaffirms the statements made in the NEOS Comfort Letter, except that in each of the foregoing letters the specified
date referred to shall be a date not more than three business days prior to the Closing Date or such Option Closing Date, as the
case may be.

 

 

 

(i) On each of the Closing
Date and any Option Closing Date (if applicable), there shall have been furnished to the Underwriters a certificate, dated as of
such closing date and addressed to the Underwriters, signed by the chief executive officer or the chief financial officer of the
Company, to the effect that:

 

(i) The representations
and warranties of the Company in this Agreement are true and correct, in all material respects, as if made at and as of the Closing
Date or such Option Closing Date (as applicable) (except to the extent any such representations or warranties expressly relate
to a specified earlier date, in which case, such representations and warranties shall be true and correct as of such specified
earlier date), and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed
or satisfied at or prior to the Closing Date or such Option Closing Date (as applicable) (except for any such agreements or conditions
that have been waived by the Representative in writing);

 

(ii) No stop
order or other order suspending the effectiveness of the Registration Statement or any part thereof or any amendment thereof or
the qualification of the Securities for offering or sale nor suspending or preventing the use of the Time of Sale Disclosure Package,
the Prospectus or any Issuer Free Writing Prospectus, has been issued, and no proceeding for that purpose has been instituted or,
to the Company’s knowledge, is contemplated or threatened by the Commission or any state or regulatory body; and

 

(iii) The signers
of said certificate have carefully examined the Registration Statement, the Time of Sale Disclosure Package and the Prospectus,
and any amendments thereof or supplements thereto (including any documents filed under the Exchange Act and deemed to be incorporated
by reference into the Time of Sale Disclosure Package, the Registration Statement or the Prospectus), and

 

(A) each part
of the Registration Statement and the Prospectus, and any amendments thereof or supplements thereto (including any documents filed
under the Exchange Act and deemed to be incorporated by reference into the Prospectus) contain, and contained, when such part of
the Registration Statement (or such amendment) became effective, all statements and information required to be included therein,
each part of the Registration Statement, or any amendment thereof, does not contain, and did not contain, when such part of the
Registration Statement (or such amendment) became effective, any untrue statement of a material fact or omit to state, and did
not omit to state when such part of the Registration Statement (or such amendment) became effective, any material fact required
to be stated therein or necessary to make the statements therein not misleading, and the Prospectus, as amended or supplemented,
does not include and did not include as of its date, or the time of first use within the meaning of the Rules and Regulations,
any untrue statement of a material fact or omit to state and did not omit to state as of its date, or the time of first use within
the meaning of the Rules and Regulations, a material fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading,

 

(B) neither
(1) the Time of Sale Disclosure Package nor (2) any individual Issuer Limited-Use Free Writing Prospectus, when considered together
with the Time of Sale Disclosure Package, include, nor included as of the Time of Sale, any untrue statement of a material fact
or omits, or omitted as of the Time of Sale, to state any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading,

 

(C) since the
Time of Sale, there has occurred no event required to be set forth in an amended or supplemented prospectus which has not been
so set forth, and there has been no document required to be filed under the Exchange Act that upon such filing would be deemed
to be incorporated by reference into the Time of Sale Disclosure Package, the Registration Statement or into the Prospectus that
has not been so filed,

 

 

 

(D) subsequent
to the respective dates as of which information is given in the Time of Sale Disclosure Package, the Company has not incurred any
liabilities or obligations, direct or contingent, which are material to the Company, or entered into any transactions not in the
ordinary course of business which are material to the Company, or declared or paid any dividends or made any distribution of any
kind with respect to its capital stock, and except as disclosed in the Time of Sale Disclosure Package and in the Prospectus, there
has not been any change in the capital stock (other than a change in the number of outstanding shares of Common Stock due to the
issuance of shares upon the exercise of outstanding options or warrants or upon the settlement of outstanding restricted stock
units), or any material change in the short-term or long-term debt of the Company except for the extinguishment thereof, or any
issuance of options, warrants, convertible securities or other rights to purchase the capital stock of the Company (other than
issuances of equity compensation awards under equity compensation arrangements approved by the Board of Directors of the Company
or committee thereof comprised entirely of independent directors), or any Material Adverse Effect, and

 

(E) except
as stated in the Time of Sale Disclosure Package and in the Prospectus, there is not pending, or, to the knowledge of the Company,
threatened or contemplated, any action, suit or proceeding to which the Company is a party before or by any court or governmental
agency, authority or body, or any arbitrator, which would be reasonably expected to result in any Material Adverse Effect.

 

(j) The
Underwriters shall have received a letter from FINRA confirming that FINRA has determined to raise no objections with respect to
the fairness and reasonableness of the underwriting terms and arrangements of the offering contemplated hereby.

 

(k) The Company shall
have furnished to the Underwriters and counsel for the Underwriters such additional documents, certificates and evidence as the
Underwriters or counsel for the Underwriters may have reasonably requested.

 

(l) The Underwriters
shall have received the written agreements, substantially in the form of Schedule III hereto, of the Persons listed on Schedule
IV
to this Agreement.

 

(m) The Shares and the
Underwriter Warrant Shares shall have been approved for listing on NASDAQ, subject to official notice of issuance.

 

(n) The Representative
shall have received on and as of the Closing Date and Option Closing Date, as the case may be, satisfactory evidence of the good
standing of the Company in its jurisdiction of incorporation.

 

(o) No action shall have
been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign
governmental or regulatory authority that would, as of the Closing Date or any Option Closing Date, as the case may be, prevent
the issuance or sale of the Securities by the Company; and no injunction or order of any federal, state or foreign court shall
have been issued that would, as of the Closing Date or any Option Closing Date, as the case may be, prevent the issuance or sale
of the Securities by the Company.

 

All such opinions,
certificates, letters and other documents will be in compliance with the provisions hereof only if they are reasonably satisfactory
in form and substance to the Underwriters and counsel for the Underwriters. The Company will furnish the Underwriters with such
conformed copies of such opinions, certificates, letters and other documents as the Underwriters shall reasonably request.

 

 

 

6. INDEMNIFICATION
AND CONTRIBUTION.

 

(a) The Company shall
indemnify and hold harmless each Underwriter, its affiliates, the directors, officers, employees, counsel and agents of each Underwriter
and each person, if any, who controls each Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative,
legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding
between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise,
or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other Federal
or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rules 430A, 430B or 430C,
as applicable or the omission or alleged omission therefrom of 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 Preliminary Prospectus, any Preliminary Prospectus supplement, the Base Prospectus, any Issuer Free Writing Prospectus, any
free writing prospectus, the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)
or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading or (iii) any untrue statement or alleged untrue statement of a
material fact contained in any materials or information provided to investors by, or with the approval of, the Company in connection
with the marketing of the offering of the Securities, including any roadshow or investor presentations made to investors by the
Company (whether in person or electronically) or the omission or alleged omission therefrom of 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 shall not be liable to the extent that such loss, claim, liability, expense or damage arises from
the sale of the Securities in the public offering to any person by an Underwriter and is based on an untrue statement or omission
or alleged untrue statement or omission made in reliance on and in conformity with Underwriter Information. This indemnity agreement
will be in addition to any liability that the Company might otherwise have.

 

In addition to its
other obligations under this Section 6(a), the Company agrees that, as an interim measure during the pendency of any claim,
action, investigation, inquiry or other proceeding arising out of or based upon any statement or omission, or any alleged statement
or omission, described in this Section 6(a), it will reimburse the Underwriters on a monthly basis for all reasonable legal
fees or other expenses incurred in connection with investigating or defending any such claim, action, investigation, inquiry or
other proceeding upon presentation of a written accounting in reasonable detail (but without the need to include the underlying
statements or evidence of payment), notwithstanding the absence of a judicial determination as to the propriety and enforceability
of the Company’s obligation to reimburse the Underwriters for such expenses and the possibility that such payments might
later be held to have been improper by a court of competent jurisdiction. To the extent that any such interim reimbursement payment
is so held to have been improper, the Underwriters shall promptly return it to the Company, together with interest, compounded
daily, determined on the basis of the prime rate (or other commercial lending rate for borrowers of the highest credit standing)
announced from time to time by Wells Fargo Bank, N.A. (the “Prime Rate”). Any such interim reimbursement payments
which are not made to the Underwriters within 30 days of a request for reimbursement shall bear interest at the Prime Rate from
the date of such request. This indemnity agreement shall be in addition to any liabilities which they may otherwise have.

 

(b) Each Underwriter
shall indemnify and hold harmless the Company, its agents, 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 director of the Company and each officer of the Company
who signs the Registration Statement to the same extent as the foregoing indemnity from the Company to each Underwriter, but only
insofar as losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged
untrue statement or omission made in reliance on and in conformity with Underwriter Information. This indemnity will be in addition
to any liability that each Underwriter might otherwise have. The Company hereby acknowledges that the only information that the
Underwriters have furnished to the Company expressly for use in the Registration Statement, any Preliminary Prospectus, any Preliminary
Prospectus supplement, the Base Prospectus, any Issuer Free Writing Prospectus, any free writing prospectus, the Time of Sale Disclosure
Package or the Prospectus (or any amendment or supplement to any of the foregoing) is the information contained in the fourth paragraph
under “Discounts, Commissions and Expenses” and the paragraphs under “Price Stabilization, Short Positions and
Penalty Bids” under the caption “Underwriting” in the Preliminary Prospectus and Prospectus (the “Underwriter
Information
”). Notwithstanding any other provision of this Agreement, including this Section 6, to the contrary, in no
event shall any Underwriter’s aggregate liability for indemnification hereunder exceed the underwriting discounts and commissions
received by it.

 

 

 

(c) Any party that proposes
to assert the right to be indemnified under this Section 6 shall, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 6, notify
each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to
notify such indemnifying party shall not relieve the indemnifying party from any liability that it may have to any indemnified
party under the foregoing provisions of this Section 6 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it
notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent
that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action,
with counsel satisfactory to the indemnified party in its sole discretion, and after notice from the indemnifying party to the
indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for
any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred
by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in
any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless
(i) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (ii) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party, (iii) the indemnified party has reasonably
concluded that a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified
party and the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action
on behalf of the indemnified party) or (iv) the indemnifying party has not in fact employed counsel satisfactory to the indemnified
party in its sole discretion to assume the defense of such action within a reasonable time after receiving notice of the commencement
of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel shall be at the expense of
the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than
one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such
fees, disbursements and other charges shall be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying
party shall not be liable for any settlement of any action or claim effected without its written consent (which consent will not
be unreasonably withheld or delayed). No indemnifying party shall, without the prior written consent of each indemnified party,
settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating
to the matters contemplated by this Section 6 (whether or not any indemnified party is a party thereto), unless such settlement,
compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising or that may arise
out of such claim, action or proceeding and (ii) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party. Notwithstanding the foregoing, if at any time an indemnified party shall
have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a) effected without its written consent
if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii)
such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request
prior to the date of such settlement.

 

 

 

(d) In order to provide
for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this
Section 6 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Underwriters,
the Company and the Underwriters shall contribute to the total losses, claims, liabilities, expenses and damages (including any
investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than
the Underwriters, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who
signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and
the Underwriters may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Underwriters on the other. The relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses)
received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as
set forth in the table on the cover page of the Prospectus. If, but only if, the allocation provided by the foregoing sentence
is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand,
and the Underwriters, on the other, with respect to the statements or omissions which resulted in such loss, claim, liability,
expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering.
Such relative fault shall be determined by reference to whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or Representative on behalf of the
Underwriters, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contributions pursuant
to this Section 6(d) were to be determined by pro rata allocation or by any other method of allocation (even if the Underwriters
were treated as one entity for such purpose) which does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense or damage, or action in respect
thereof, referred to above in this Section 6(d) shall be deemed to include, for purpose of this Section 6(d), any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding anything to the contrary contained herein, no Underwriter shall be required pursuant to this Section 6(d) to contribute
any amount in excess of the underwriting discounts and commissions received by it, and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligation to contribute as provided in this Section 6(d) are several
in proportion to their respective underwriting obligations and not joint. For purposes of this Section 6(d), any person who controls
a party to this Agreement within the meaning of the Securities Act will have the same rights to contribution as that party, and
each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, and
each director, officer, employee, counsel or agent of any Underwriter will have the same rights to contribution as such Underwriter,
subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution may be made under this Section 6(d), will notify
any such party or parties from whom contribution may be sought, but the omission so to notify will not relieve the party or parties
from whom contribution may be sought from any other obligation it or they may have under this Section 6(d). No party will be liable
for contribution with respect to any action or claim settled without its written consent (which consent will not be unreasonably
withheld).

 

(e) Each Underwriter
confirms severally and not jointly and the Company acknowledges that there is no information concerning the Underwriters furnished
in writing to the Company by the Underwriters specifically for inclusion in the Registration Statement, any Preliminary Prospectus,
the Time of Sale Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, except for the Underwriter Information.

 

7. REPRESENTATIONS AND
AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties, and agreements of the Company herein or in certificates delivered
pursuant hereto, including but not limited to the agreements of the Underwriters and the Company contained in Section 6
hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriters
or any controlling person thereof, or the Company or any of its officers, directors, or controlling persons, and shall survive
delivery of, and payment for, the Securities to and by the Underwriters hereunder.

 

 

 

8. TERMINATION
OF THIS AGREEMENT.

 

(a) The Underwriters
shall have the right to terminate this Agreement by giving notice to the Company as hereinafter specified at any time at or prior
to the Closing Date, if (i) the Company shall have failed, refused or been unable, at or prior to the Closing Date, to perform
any material agreement on its part to be performed hereunder, (ii) any condition of the Underwriters’ obligations hereunder
is not fulfilled or waived by the Representative in writing, (iii) trading in the Company’s Common Stock shall have been
suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall have been suspended, (iv) minimum or maximum
prices for trading shall have been fixed, or maximum ranges for prices for securities (which includes the Company’s Common
Stock) shall have been required, on NASDAQ, by such exchange or by order of the Commission or any other governmental authority
having jurisdiction, (v) a banking moratorium shall have been declared by federal or state authorities which prevents payment by
an Underwriter pursuant to Section 3, (vi) the Company is in material breach of any of its representations, warranties or
covenants hereunder, (vii) the Underwriters shall have become aware after the date hereof, of events that are reasonably expected
to result in (A) a Material Adverse Effect, or (B) a material adverse change in general market conditions, in each case, as would
make it impracticable, in the Underwriters’ reasonable judgement, to proceed with the offering, sale and/or delivery of the
Securities or to enforce contracts made by the Underwriters for the sale of the Securities, or (viii) a director or executive officer
of the Company: (A) is charged with a felony offense relating to any financial or corporate matter arising from conduct relating
to the Company; (B) becomes the subject of a public action or investigation by a governmental body arising from conduct relating
to the Company (or such governmental body announces that it intends to take any such action or undertake any such investigation);
or (C) is enjoined, suspended or otherwise limited from serving as a director or executive officer under the federal securities
laws. Any such termination shall be without liability of any party to any other party except that the provisions of Section
4(a)(vii)
and Section 6 hereof shall at all times be effective and shall survive such termination.

 

(b) If the Representative
elects to terminate this Agreement as provided in this Section, the Company shall be notified promptly by the Representative by
telephone, confirmed by letter.

 

9. DEFAULT OF THE COMPANY.
If the Company shall fail at the Closing Date or at any Option Closing Date to sell and deliver the Securities which it is obligated
to sell hereunder, then this Agreement shall terminate without any liability on the part of the Underwriters or, except as provided
in Section 4(a)(vii), any non-defaulting party. No action taken pursuant to this Section shall relieve the Company from
liability, if any, in respect of such default.

 

10. NOTICES.
Except as otherwise provided herein, all communications hereunder shall be in writing and, if to the Underwriters, shall be mailed
or delivered to H.C Wainwright & Co., LLC, 430 Park Avenue, 4th Floor, New York, New York 10022, Attention: Head
of Investment Banking; if to the Company, shall be mailed, delivered or telecopied to Aytu BioScience, Inc., 373 Inverness Parkway,
Suite 206, Englewood, Colorado 80112, attention of Joshua Disbrow, with a copy to Dorsey & Whitney LLP, 111 S. Main Street,
Suite 2100, Salt Lake City, Utah 84111, attention: Nolan Taylor; or in each case to such other address as the person to be notified
may have requested in writing. Any party to this Agreement may change such address for notices by sending to the parties to this
Agreement written notice of a new address for such purpose.

 

11. PERSONS ENTITLED
TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective
successors and assigns and the controlling persons, officers and directors referred to in Section 6. Nothing in this Agreement
is intended or shall be construed to give to any other person, firm or corporation any legal or equitable remedy or claim under
or in respect of this Agreement or any provision herein contained. The term “successors and assigns” as herein used
shall not include any purchaser, as such purchaser, of any of the Securities from the Underwriters.

 

12. ABSENCE OF FIDUCIARY
RELATIONSHIP. The Company acknowledges and agrees that: (a) the Underwriters have been retained solely to act as underwriters in
connection with the sale of the Securities and that no fiduciary, advisory or agency relationship between the Company, on the one
hand, and the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement,
irrespective of whether the Underwriters have advised or are advising the Company on other matters; (b) the price and other terms
of the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations
with the Underwriters and the Company is capable of evaluating and understanding and understands and accepts the terms, risks and
conditions of the transactions contemplated by this Agreement; (c) it has been advised that the Underwriters and their affiliates
are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Underwriters
have no obligation to disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship;
and (d) it has been advised that the Underwriters are acting, in respect of the transactions contemplated by this Agreement, solely
for the benefit of the Underwriters, and not on behalf of the Company.

 

 

 

13. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to its
conflict of laws provisions. The parties hereby irrevocably and unconditionally: submit to the jurisdiction of the federal and
state courts located in the State of New York, for any dispute related to this Agreement or any of the matters contemplated hereby;
consent to service of process by registered or certified mail return receipt requested or by any other manner provided by applicable
law; and waive any right to claim that any action, proceeding or litigation so commenced has been commenced in an inconvenient
forum.

 

14. INTEGRATION, AMENDMENT.
This Agreement supersedes all prior agreements and understandings (whether written or oral) among the Company, the Representative
or any of the other Underwriters, with respect to the subject matter hereof. No provision hereof may be modified or amended except
in a written instrument signed by the Company, the Representative. Notwithstanding anything herein to the contrary, the engagement
agreement dated November 30, 2020, between the Company and Representative, shall continue to be effective and continue to survive
and be enforceable by the parties in accordance with its terms.

 

15. COUNTERPARTS. This
Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts
shall each be deemed to be an original and all such counterparts shall together constitute one and the same instrument.

 

(Signature Page Follows)

 

 

 

Please sign and return
to the Company the enclosed duplicates of this letter whereupon this letter will become a binding agreement among the Company
and the Underwriters in accordance with its terms.

 

  Very truly yours,
   
  AYTU BIOSCIENCE, INC.
   
  By: /s/ Josh Disbrow
    Name:  Josh Disbrow
    Title: Chief Excecutive Officer

 

Confirmed as of the date first set forth above.

H.C. Wainwright
& co., llc

as Representative of the several Underwriters

 

By: /s/ Edward D. Silvera  
  Name:  Edward D. Silvera  
  Title: Chief Operating Officer  

 

(Signature Page to Underwriting Agreement)

 

 

 

Schedule I

Time of Sale Disclosure Package

None.

 

 

 

Schedule II

Issuer General Free Writing Prospectuses

 

Issuer Free Writing Prospectus,
dated December 10, 2020, filed with the Commission on December 10, 2020

Issuer Free Writing Prospectus, dated December 10, 2020, filed
with the Commission effective December 11, 2020

 

 

 

Schedule III

Form of Lockup Agreement

 

Lockup Agreement

 

______, 2020

H.C. Wainwright &
Co. LLC

As Representative of the several Underwriters

c/o H.C. Wainwright & Co. LLC

430 Park Avenue

New York, New York 10022

Re: Aytu BioScience, Inc.

Ladies and Gentlemen:

 

This Lock-Up Agreement
(this “Agreement”) is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting
Agreement”) between Aytu BioScience, Inc., a Delaware corporation (the “Company”), and H.C. Wainwright &
Co. LLC (“Wainwright”), as representative of a group of underwriters (collectively, the “Underwriters”),
to be named therein, and the other parties thereto (if any), relating to the proposed public offering of shares of the common stock,
par value $0.0001 per share (the “Common Stock”), of the Company.

 

In order to induce
you and the other Underwriters to enter into the Underwriting Agreement, and in light of the benefits that the offering of the
Common Stock will confer upon the undersigned in its capacity as a securityholder and/or an officer, director or employee of the
Company, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
agrees with each Underwriter that, during the period beginning on and including the earlier of the date hereof and the date of
the Underwriting Agreement through and including the date that is the 90th day after the date of the Underwriting Agreement
(the “Lock-Up Period”), the undersigned will not, without the prior written consent of Wainwright, directly or indirectly,
(i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose
of, any shares of Common Stock whether now owned or hereafter acquired by the undersigned (including, without limitation, Common
Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated
under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares, the “Beneficially
Owned Shares”)) or securities convertible into or exercisable or exchangeable for Common Stock, (ii) enter into any swap,
hedge or similar agreement or arrangement that transfers in whole or in part, the economic risk of ownership of the Beneficially
Owned Shares or securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired
by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or (iii) engage
in any short selling of the Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.

 

The restrictions set forth in
the immediately preceding paragraph shall not apply to:

 

  (1) if the undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediate family (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of the undersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned; (c) as a bona fide gift to a charity or educational institution or (d) pursuant to a qualified domestic order or in connection with a divorce settlement,

 

  (2) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any shareholder, partner or member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is not for value,

 

  (3) if the undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned (a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreement or (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate (as defined below) of the undersigned and such transfer is not for value,

 

 

 

  (4) following the date that is the 75th day after the date of the Underwriting Agreement, the sale into the market of Common Stock by the Company’s third-party administrator in connection with the vesting of any restricted equity awards solely to cover the tax obligations of the undersigned;

 

provided, however, that in the case of
any transfer described in clause (1), (2) or (3) above, it shall be a condition to the transfer that the undersigned comply with
the following (A) and (B), and in the case of any transfer described in clause (4), it shall be a condition to the transfer that
the undersigned comply with the following (B): (A) the transferee executes and delivers to Wainwright, acting on behalf of the
Underwriters, not later than one business day prior to such transfer, a written agreement, in substantially the form of this Agreement
and otherwise satisfactory in form and substance to Wainwright, and (B) if the undersigned is required to file a report under Section
16(a) of the Securities Exchange Act of 1934, as amended, reporting a reduction in beneficial ownership of shares of Common Stock
or Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for Common Stock or Beneficially
Owned Shares during the Lock-Up Period (as the same may be extended as described above), the undersigned shall include a statement
in such report to the effect that, in the case of any transfer pursuant to clause (1) above, such transfer is being made as a gift
or by will or intestate succession or, in the case of any transfer pursuant to clause (2) above, such transfer is being made to
a shareholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value,
in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or
other bona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership
interests, membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s
assets or (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the
undersigned and such transfer is not for value, or in the case of any transfer pursuant to clause (4) above, such transfer is being
made in connection with the vesting of any restricted equity awards solely to cover the tax obligations of the undersigned.

 

  (5) transactions relating to shares of Common Stock or other securities acquired in the offering;

 

  (6) transfers or dispositions of shares of Common Stock or other securities to the Company in connection with the conversion of any convertible preferred stock into, or the exercise of any option or warrant for, shares of Common Stock; provided that (i) any such shares of Common Stock received by the undersigned shall be subject to the terms of this agreement and (ii) no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily during the Restricted Period (other than a filing on a Form 4 that reports such disposition under the transaction code “F”);

 

  (7) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of common stock during the Lock-up Period and (ii) no filing by any party under the Exchange Act or other public announcement shall be required or shall be made voluntarily by or on behalf of the undersigned or the Company in connection with the establishment of such plan; or

 

  (8) transfers or dispositions of shares of Common Stock or such other securities pursuant to a bona fide tender offer for shares of the Company’s capital stock, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a Change of Control (as defined below) 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 shares of Common Stock or other securities in connection with such transaction) that has been approved by the board of directors of the Company; provided that, in the event that such Change of Control transaction is not consummated, this clause (7) shall not be applicable and the undersigned’s shares and other securities shall remain subject to the restrictions contained in this agreement.

 

For purposes of this agreement, “immediate
family” shall mean a spouse, child, grandchild or other lineal descendant (including by adoption), father, mother, brother
or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act
of 1933, as amended and “Change of Control” shall mean the transfer (whether
by tender offer, merger, consolidation or other similar transaction), in one transactions or a series of related transactions,
to a person or group of affiliated persons (other than an Underwriter pursuant to the offering), of the Company’s voting
securities if, after such transfer, such person or group of affiliated persons would hold at least 90% of the outstanding voting
securities of the Company (or the surviving entity), provided that, for the avoidance of doubt, the offering shall not constitute
a Change of Control.

 

 

 

The undersigned further
agrees that (i) it will not, during the Lock-Up Period, make any demand or request for or exercise any right with respect to the
registration under the Securities Act of 1933, as amended, of any shares of Common Stock or other Beneficially Owned Shares or
any securities convertible into or exercisable or exchangeable for Common Stock or other Beneficially Owned Shares, and (ii) the
Company may, with respect to any Common Stock or other Beneficially Owned Shares or any securities convertible into or exercisable
or exchangeable for Common Stock or other Beneficially Owned Shares owned or held (of record or beneficially) by the undersigned,
cause the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect
to such securities during the Lock-Up Period (as the same may be extended as described above). In addition, the undersigned hereby
waives, from the date hereof until the expiration of the 90-day period following the date of the Underwriting Agreement and any
extension of such period pursuant to the terms hereof, any and all rights, if any, to request or demand registration pursuant to
the Securities Act of 1933, as amended, of any shares of Common Stock that are registered in the name of the undersigned or that
are Beneficially Owned Shares.

 

The undersigned hereby
represents and warrants that the undersigned has full power and authority to enter into this Agreement and that this Agreement
has been duly authorized (if the undersigned is not a natural person), executed and delivered by the undersigned and is a valid
and binding agreement of the undersigned. This Agreement and all authority herein conferred are irrevocable and shall survive the
death or incapacity of the undersigned (if a natural person) and shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.

 

It
is understood that, if (A) the Company notifies Wainwright that it does not intend to proceed with the proposed public offering
of Common Stock, (B) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or
be terminated prior to payment for and delivery of the shares of Common Stock to be sold thereunder, or (C) the proposed public
offering of Common Stock shall not have been completed by December 31, 2020, this Agreement shall immediately be terminated and
the undersigned shall be released from all obligations under this Agreement.

 

[Remainder of page intentionally left
blank.]

 

 

 

In witness whereof, the parties hereto have
entered into this lock-up agreement as of the date first set forth above.

 

 

 

 

Schedule IV

Persons subject to Lock-Up

 

All current executive officers and directors of the Company

 

 

 

Schedule V

Underwriters

 

Underwriter   Firm Shares     Additional
Shares
 
                 
H.C. Wainwright & Co., LLC     4,166,667       625,000  

 

 

35

 

Exhibit 4.1

 

UNDERWRITER COMMON STOCK PURCHASE WARRANT

 

Aytu
BioScience, Inc.

 

Warrant Shares: _______ Issue Date: December 15, 2020
   
  Initial Exercise Date: December 15, 2020

 

THIS UNDERWRITER
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns
(the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to
5:00 p.m. (New York City time) on December 15, 2025 (the “Termination Date”) but not thereafter, to subscribe
for and purchase from Aytu BioScience, Inc., a Delaware corporation (the “Company”), up to ______ shares (as
subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price
of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant
is being issued pursuant to that certain Underwriting Agreement, dated as of December 10, 2020 by and between the Company and
H.C. Wainwright & Co., LLC (as amended and restated the “Underwriting Agreement”). 

Section 1. Definitions.
In addition to the terms defined elsewhere in this Warrant or in the Underwriting Agreement, the following terms have the meanings
indicated in this Section 1:

 

“Common Stock
Equivalents” means any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at
any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that
is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.

 

“Trading Day”
means a day on which the Common Stock is traded on a Trading Market.

 

“Trading Market”
means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question:
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange
(or any successors to any of the foregoing.

 

“Transfer
Agent” means Issuer Direct Corporation, the current transfer agent of the Company, with a mailing address of One Glenwood
Ave, Suite 1001 Raleigh, NC 27603 and a facsimile number of (646) 225-7274, and any successor transfer agent of the Company. 

“Warrants”
means this Warrant and other underwriter common stock purchase warrants issued by the Company pursuant to the Underwriting Agreement.

 

 

Section 2. Exercise.

 

a) Exercise
of Warrant
. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times
on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile
copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice
of Exercise
”). Within the earlier of (i) two (2) Trading Days and (ii) the number of Trading Days comprising the Standard
Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver
the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s
check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the
applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other
type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the
Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant
Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to
the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the
Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to
the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant
Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1)
Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that,
by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number
of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

 

b) Exercise
Price
. The exercise price per share of Common Stock under this Warrant shall be $7.50, subject to adjustment
hereunder (the “Exercise Price”).

 

 

 

c) Cashless
Exercise
. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained
therein is not available for the issuance or resale of the Warrant Shares to or by the Holder, then this Warrant may also be exercised,
in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive
a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

 

(A) = as applicable: (i) the VWAP on the Trading Day immediately
preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant
to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on
a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated
under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day
immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal
Trading Market as reported by Bloomberg L.P. as of the time of the Holder’s execution of the applicable Notice of Exercise
if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within two
(2) hours thereafter (including until two (2) hours after the close of “regular trading hours” on a Trading Day) pursuant
to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise
is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of
“regular trading hours” on such Trading Day;

 

(B) = the Exercise Price of this Warrant, as adjusted hereunder;
and

 

(X) = the number of Warrant Shares that would be issuable
upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather
than a cashless exercise.

 

“Bid
Price
” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common
Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest
preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on
a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market,
the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

VWAP
means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed
or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding
date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg L.P. (based on a Trading
Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the
volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable,
(c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then
reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most
recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common
Stock as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Securities
then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

 

 

If
Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9)
of the Securities Act, the Warrant Shares shall take on the registered characteristics of the Warrants being exercised.  The
Company agrees not to take any position contrary to this Section 2(c).

 

Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant
to this Section 2(c).

 

d) Mechanics
of Exercise
.

 

i. Delivery
of Warrant Shares Upon Exercise
. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer
Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository
Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant
in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or
resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwise by physical
delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the
Notice of Exercise by the date that is the earlier of (A) the earlier of (i) two (2) Trading Days and (ii) the number of days comprising
the Standard Settlement Period, in each case after the delivery to the Company of the Notice of Exercise and (B) one (1) Trading
Day after delivery of the aggregate Exercise Price to the Company (such date, the “Warrant Share Delivery Date”).
Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record
of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant
Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received by the
Warrant Share Delivery Date. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice
of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as
a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the
applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the fifth Trading Day after such liquidated
damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or
Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long
as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the
standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to
the Common Stock as in effect on the date of delivery of the Notice of Exercise.

 

 

ii. Delivery
of New Warrants Upon Exercise
. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant
evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.

 

iii. Rescission
Rights
. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)
by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

 

iv. Compensation
for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise
. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions
of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder
is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise
purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated
receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount,
if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common
Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver
to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the
Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the
Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right
to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.

 

 

v. No
Fractional Shares or Scrip
. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the
Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the Exercise Price or round up to the next whole share.

 

vi. Charges,
Taxes and Expenses
. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the
Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder;
provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder,
this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder
and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental
thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees
to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day
electronic delivery of the Warrant Shares.

 

vii. Closing
of Books
. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this
Warrant, pursuant to the terms hereof.

 

 

e) Holder’s
Exercise Limitations
. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise
any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other
Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution
Parties
”), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes
of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution
Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination
is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining,
nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii)
exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation,
any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates or Attribution Parties.  Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act
and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing
to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible
for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e)
applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together
with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)
and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company
shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group
status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 2(e), in determining the number of outstanding shares of Common Stock, a Holder
may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual
report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent
written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.  Upon
the written or oral request of a Holder, the Company shall within one (1) Trading Day confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder
or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported.
The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding
immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon
notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that
the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately
after giving effect to the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions
of this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the
61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented
in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)
which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall
apply to a successor holder of this Warrant.

 

 

Section 3. Certain
Adjustments
.

 

a) Stock
Dividends and Splits
. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the
aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

 

b) Subsequent
Rights Offerings
. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues
or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record
holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to
acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to
any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as
of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights
(provided, however, that to the extent that the Holder’s right to participate in any such Purchase Right would
result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such
extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right
thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

 

 

c) Pro
Rata Distributions
. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend (other
than cash) or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of
return of capital or otherwise (including, without limitation, any distribution of stock or other securities, property or options
by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record
is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock
are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s
right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the
Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of
Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for
the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial
Ownership Limitation).

 

d) Reserved.

 

e) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

 

f) Notice
to Holder
.

 

i. Adjustment
to Exercise Price
. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly
deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment
to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

 

 

ii. Notice
to Allow Exercise by Holder
. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email
to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least
20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which
a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to
be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption,
rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock
of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon
such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice
or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified
in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information
regarding the Company or any of its subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the
date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

 

Section 4. Transfer
of Warrant
.

 

a) Transferability.
Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and
all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender
of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant
substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall
execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant
in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which
the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

 

 

b) New
Warrants
. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the
Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by
the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such
division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants
to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Issue
Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

 

c) Warrant
Register
. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register
”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.

 

Section 5. Miscellaneous.

 

a) No
Rights as Stockholder Until Exercise; No Settlement in Cash
. This Warrant does not entitle the Holder to any voting rights,
dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,”
and to receive the cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required
to net cash settle an exercise of this Warrant.

 

b) Loss,
Theft, Destruction or Mutilation of Warrant
. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of
the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.

 

c) Saturdays,
Sundays, Holidays, etc
. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding
Trading Day.

 

 

d) Authorized
Shares
.

 

The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without
violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be
listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented
by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance
herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by
the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such
issue).

 

Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or
sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions
as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting
the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable
therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory
body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

 

Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.

 

e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Underwriting Agreement.

 

 

f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does
not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

 

g) Nonwaiver
and Expenses
. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that the
right to exercise this Warrant terminates on the Termination Date. Without limiting any other provision of this Warrant or the
Underwriting Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results
in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs
and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred
by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

 

h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
to the address for the Holder that appears in the Company’s Warrant Register.

 

i) Limitation
of Liability
. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.

 

j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.

 

k) Successors
and Assigns
. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.

 

l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company, on the one hand,
and the Holder of this Warrant, on the other hand.

 

m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.

 

n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.

 

********************

 

(Signature Page Follows)

 

 

IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

 

 

  AYTU BIOSCIENCE, INC.
   
  By:  
    Name: David Green
    Title: Chief Financial Officer

 

 

 

NOTICE OF EXERCISE

 

To:
AYTU BIOSCIENCE, INC.

 

(1) The undersigned
hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

 

(2) Payment
shall take the form of (check applicable box):

 


in lawful money of the United States; or

 


if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection
2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise
procedure set forth in subsection 2(c).

 

(3) Please
issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

 

_______________________________

 

(4) The time
of day this Notice of Exercise is being executed is:

 

_______________________________

 

The Warrant Shares shall be delivered to
the following DWAC Account Number:

 

_______________________________

 

_______________________________

 

_______________________________

 

[SIGNATURE
OF HOLDER]

 

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of
Investing Entity
: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

 

 

EXHIBIT B

 

ASSIGNMENT
FORM

(To assign the
foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase
shares.)

 

FOR VALUE RECEIVED,
the foregoing Warrant and all rights evidenced thereby are hereby assigned to

 

Name:    
    (Please Print)
     
Address:    
    (Please Print)
     
Phone Number:    
     
Email Address:    
     
Dated: _______________ __, ______    
     
Holder’s Signature: ___________________________    
     
Holder’s Address: ____________________________    

 

 

 

 

Exhibit 5.1

 

December 14, 2020

 

Aytu BioScience, Inc.

373 Inverness Parkway, Suite 206

Englewood, Colorado 80112

 

Re: Registration Statement on Form S-3 (File No. 333-239010)

 

Ladies and Gentlemen:

 

We have acted as counsel
Aytu BioScience Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the
Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement (the “Prospectus Supplement”),
dated, to the Prospectus, dated June 17, 2020 included in the Registration Statement on Form S-3 (File No. 333-239010) (the “Registration
Statement”) filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities
Act”), relating to the offer and sale by the Company of up to 4,791,667 shares of common stock, par value $0.0001 (“Shares”).
The Prospectus Supplement also relates to issuance by the Company of warrants to the underwriter (the “Underwriter Warrants”)
to purchase an aggregate of up to 311,458 shares of common stock (the “Underwriter Warrant Shares”). The Shares and
the Underwriter Warrants will be sold pursuant to an Underwriting Agreement, as amended and restated, dated December 10, 2020,
by and between the Company and the underwriter named therein (the “Underwriting Agreement”).

 

We have examined such
documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions
set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.
We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate
or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly
authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or
instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions,
we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.

 

 

 

 

Based on the foregoing,
we are of the opinion that:

 

1. The Shares of Common Stock, when issued and delivered against payment therefor as described in
the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

 

2. The Underwriter Warrants, when issued and delivered against payment therefor as described in the
Underwriting Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms.

 

3. The Underwriter Warrant Shares,
when issued upon exercise of the Underwriter Warrants in accordance with the terms thereof will be validly issued, fully paid
and non-assessable.

 

(a) Our opinions set forth above are subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation,
fraudulent conveyance laws).

 

(b) Our opinions set forth above are subject to the effect of general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific
performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

 

(c) Our opinions set forth above are subject to limitations regarding the availability of indemnification
and contribution where such indemnification or contribution may be limited by applicable law or the application of principles of
public policy.

 

(d) For purposes of our opinions set forth above, we have assumed that the Underwriter Warrants will
be exercised by the holders thereof immediately following the issuance thereof.

 

(e) We express no opinion as to the enforceability of (i) provisions that relate to choice of law,
forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to
venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or
enforceability of any such provision is to be determined by any court other than a state court of the State of New York, (ii) waivers
by the Company of any statutory or constitutional rights or remedies, (iii) terms which excuse any person or entity from liability
for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful
misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early termination fee or other form of liquidated
damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable in relation to actual damages
or disproportionate to actual damages suffered as a result of such prepayment, default or termination.

 

(f) We draw your attention to the fact that, under certain circumstances, the enforceability of terms
to the effect that provisions may not be waived or modified except in writing may be limited.

 

Our opinions expressed
above are limited to the laws of the State of New York and the Delaware General Corporation Law.

 

We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal
Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations
of the Commission thereunder.

 

  Very truly yours,
   
  /s/ Dorsey & Whitney LLP

 

 

Exhibit 99.1

 

Aytu BioScience Announces
$10.0 Million Bought Deal Offering

 

ENGLEWOOD, CO / ACCESSWIRE / December 10, 2020 / Aytu
BioScience, Inc. (NASDAQ: AYTU), a specialty pharmaceutical company focused on commercializing novel products that address significant
patient needs, announced today that it has entered into an underwriting agreement with H.C. Wainwright & Co., LLC under which
the underwriter has agreed to purchase on a firm commitment basis 1,666,667 shares of common stock of the Company, at a price to
the public of $6.00 per share, less underwriting discounts and commissions. The closing of the offering is expected to occur on
or about December 15, 2020, subject to satisfaction of customary closing conditions.

 

H.C. Wainwright & Co. is acting as the sole book-running
manager for the offering.

 

The Company also has granted to the underwriter a 30-day option
to purchase up to an additional 250,000 shares of common stock at the public offering price, less underwriting discounts and commissions.
The gross proceeds to Aytu, before deducting underwriting discounts and commissions and offering expenses and assuming no exercise
of the underwriter’s option to purchase additional common stock, are expected to be approximately $10.0 million. The Company
intends to use the net proceeds from this offering for working capital and other general corporate purposes.

 

The shares of common stock are being offered by the Company
pursuant to a “shelf” registration statement on Form S-3 (File No. 333-239010) previously filed with the Securities
and Exchange Commission (the “SEC”) on June 8, 2020, and declared effective by the SEC on June 17, 2020. The offering
of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective
registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and describing the terms of,
the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies
of the preliminary prospectus supplement and accompanying prospectus may also be obtained, when available, by contacting H.C. Wainwright
& Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (646) 975-6996 or e-mail at placements@hcwco.com.

 

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

 

About Aytu BioScience, Inc.

 

Aytu BioScience is a commercial-stage specialty pharmaceutical
company focused on commercializing novel products that address significant patient needs. Aytu currently markets a portfolio of
prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto®,
the only FDA-approved nasal formulation of testosterone for men with hypogonadism (low testosterone, or “Low T”), (ii)
ZolpiMist®, the only FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra® XR, the only FDA-approved 12-hour
codeine-based antitussive syrup. The pediatric portfolio includes (i) Cefaclor, a second-generation cephalosporin antibiotic suspension;
(ii) Karbinal® ER, an extended-release carbinoxamine (antihistamine) suspension indicated to treat numerous allergic conditions;
and (iii) Poly-Vi-Flor® and Tri-Vi-Flor®, two complementary prescription fluoride-based supplement product lines containing
combinations of fluoride and vitamins in various formulations for infants and children with fluoride deficiency. Aytu also distributes
a COVID-19 IgG/IgM rapid antibody test and rapid antigen test. These tests are used separately in the rapid, qualitative diagnostic
assessment of the 2019 Novel Coronavirus. Additionally, Aytu recently licensed worldwide rights to develop the Healight™
technology platform. Healight is an investigational medical device being studied as a prospective treatment for COVID-19 and other
respiratory infections.

 

Aytu operates a consumer health subsidiary, Innovus Pharmaceuticals,
Inc. (“Innovus”), a specialty pharmaceutical company commercializing, licensing and developing safe and effective consumer
healthcare products designed to improve men’s and women’s health and vitality. Innovus commercializes numerous novel consumer health
products competing in large healthcare categories including diabetes, men’s health, sexual wellness, respiratory health, and general
wellness. The Innovus product portfolio is commercialized through direct-to-consumer marketing channels utilizing the company’s
proprietary Beyond Human® marketing and sales platform.

 

Aytu’s strategy is to continue building its portfolio of revenue-generating
Rx and consumer health products, leveraging its focused commercial team and expertise to build leading brands within large therapeutic
markets. For more information visit aytubio.com and visit innovuspharma.com to learn about Aytu’s consumer healthcare products.

 

 

Forward-Looking Statement 

 

This press release includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts contained
in this press release, are forward-looking statements. Forward-looking statements are generally written in the future tense
and/or are preceded by words such as “may,” “will,” “should,” “forecast,”
“could,” “expect,” “suggest,” “believe,”
“estimate,” “continue,” “anticipate,”
“intend,” “plan,” or similar words, or the negatives of such terms or
other variations on such terms or comparable terminology. All statements other than statements of historical facts contained
in this presentation, are forward-looking statements, including but not limited to any statements regarding the expected
timetable for completing the proposed transaction, the results, effects, benefits and synergies of the proposed transaction,
future opportunities for the combined company, future financial performance and condition, guidance and any other statements
regarding Aytu’s or Neos’ future expectations, beliefs, plans, objectives, financial conditions, assumptions or
future events or performance. These statements are just predictions and are subject to risks and uncertainties that could
cause the actual events or results to differ materially. These risks and uncertainties include, among others: market and
other conditions and the satisfaction of customary closing conditions related to the public offering and the intended use of
net proceeds from the public offering, failure to obtain the required votes of Neos’ shareholders or Aytu’s
shareholders to approve the transaction and related matters, the risk that a condition to closing of the proposed transaction
may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction
might be delayed or not occur at all, potential adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the transaction, the diversion of management time on
transaction-related issues, the ultimate timing, outcome and results of integrating the operations of Aytu and Neos, the
effects of the business combination of Aytu and Neos, including the combined company’s future financial condition,
results of operations, strategy and plans, the ability of the combined company to realize anticipated synergies in the
timeframe expected or at all, changes in capital markets and the ability of the combined company to finance operations in the
manner expected, regulatory approval of the transaction, risks relating to gaining market acceptance of our products,
obtaining reimbursement by third-party payors, the potential future commercialization of the combined company’s product
candidates, the anticipated start dates, durations and completion dates, as well as the potential future results, of the
combined company’s ongoing and future clinical trials, the anticipated designs of the combined company’s future
clinical trials, anticipated future regulatory submissions and events, the combined company’s anticipated future cash
position and future events under current and potential future collaboration, the regulatory and commercial risks associated
with introducing the Company’s distributed COVID-19 rapid tests, the accuracy of the COVID-19 rapid tests as compared
to other COVID-19 tests, market acceptance of the tests, the ability to obtain FDA approval or authorization for the tests,
our ability to obtain sufficient tests to meet consumer demand, if any, the manufacturers’ ability to scale up
manufacturing to meet customer demand, if any, reputation risks if the tests are not as effective as anticipated, and that
the current regulatory environment continues to permit the sale of the tests.

 

Contact for Investors:

 

James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com

 

SOURCE: Aytu BioScience, Inc. 

 

 

 

Exhibit 99.2

 

Aytu
BioScience Increases Previously Announced Bought Deal Offering to $25.0 Million

 

ENGLEWOOD, CO / ACCESSWIRE / December
10, 2020 /
 Aytu BioScience, Inc. (NASDAQ: AYTU), a specialty pharmaceutical company focused on commercializing novel products
that address significant patient needs, announced today that, due to demand, the underwriter has agreed to increase the size of
the previously announced public offering and purchase on a firm commitment basis 4,166,667 shares of common stock of the Company,
at a price to the public of $6.00 per share, less underwriting discounts and commissions. The closing of the offering is expected
to occur on or about December 15, 2020, subject to satisfaction of customary closing conditions.

 

H.C. Wainwright & Co. is acting as
the sole book-running manager for the offering.

 

The Company also has granted to the underwriter
a 30-day option to purchase up to an additional 625,000 shares of common stock at the public offering price, less underwriting
discounts and commissions. The gross proceeds to Aytu, before deducting underwriting discounts and commissions and offering expenses
and assuming no exercise of the underwriter’s option to purchase additional common stock, are expected to be approximately
$25.0 million. The Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

 

The shares of common stock are being offered
by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-239010) previously filed with
the Securities and Exchange Commission (the “SEC”) on June 8, 2020, and declared effective by the SEC on June 17, 2020.
The offering of the shares of common stock is made only by means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A preliminary prospectus supplement and accompanying prospectus relating to, and
describing the terms of, the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
A final prospectus supplement and the accompanying prospectus relating to the shares of common stock being offered will be filed
with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available,
on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York,
NY 10022, by telephone at (646) 975-6996 or e-mail at placements@hcwco.com.

 

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

 

About Aytu BioScience, Inc.

 

Aytu BioScience is a commercial-stage specialty
pharmaceutical company focused on commercializing novel products that address significant patient needs. Aytu currently markets
a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i)
Natesto®, the only FDA-approved nasal formulation of testosterone for men with hypogonadism (low testosterone, or “Low
T”), (ii) ZolpiMist®, the only FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra® XR, the only FDA-approved
12-hour codeine-based antitussive syrup. The pediatric portfolio includes (i) Cefaclor, a second-generation cephalosporin antibiotic
suspension; (ii) Karbinal® ER, an extended-release carbinoxamine (antihistamine) suspension indicated to treat numerous allergic
conditions; and (iii) Poly-Vi-Flor® and Tri-Vi-Flor®, two complementary prescription fluoride-based supplement product
lines containing combinations of fluoride and vitamins in various formulations for infants and children with fluoride deficiency.
Aytu also distributes a COVID-19 IgG/IgM rapid antibody test and rapid antigen test. These tests are used separately in the rapid,
qualitative diagnostic assessment of the 2019 Novel Coronavirus. Additionally, Aytu recently licensed worldwide rights to develop
the Healight™ technology platform. Healight is an investigational medical device being studied as a prospective treatment
for COVID-19 and other respiratory infections.

 

Aytu operates a consumer health subsidiary,
Innovus Pharmaceuticals, Inc. (“Innovus”), a specialty pharmaceutical company commercializing, licensing and developing
safe and effective consumer healthcare products designed to improve men’s and women’s health and vitality. Innovus commercializes
numerous novel consumer health products competing in large healthcare categories including diabetes, men’s health, sexual wellness,
respiratory health, and general wellness. The Innovus product portfolio is commercialized through direct-to-consumer marketing
channels utilizing the company’s proprietary Beyond Human® marketing and sales platform.

 

Aytu’s strategy is to continue building
its portfolio of revenue-generating Rx and consumer health products, leveraging its focused commercial team and expertise to build
leading brands within large therapeutic markets. For more information visit aytubio.com and visit innovuspharma.com to learn about
Aytu’s consumer healthcare products.

 

 

Forward-Looking Statement 

 

This press release includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts contained
in this press release, are forward-looking statements. Forward-looking statements are generally written in the future tense
and/or are preceded by words such as “may,” “will,” “should,” “forecast,”
“could,” “expect,” “suggest,” “believe,”
“estimate,” “continue,” “anticipate,”
“intend,” “plan,” or similar words, or the negatives of such terms or
other variations on such terms or comparable terminology. All statements other than statements of historical facts contained
in this presentation, are forward-looking statements, including but not limited to any statements regarding the expected
timetable for completing the proposed transaction, the results, effects, benefits and synergies of the proposed transaction,
future opportunities for the combined company, future financial performance and condition, guidance and any other statements
regarding Aytu’s or Neos’ future expectations, beliefs, plans, objectives, financial conditions, assumptions or
future events or performance. These statements are just predictions and are subject to risks and uncertainties that could
cause the actual events or results to differ materially. These risks and uncertainties include, among others: market and
other conditions and the satisfaction of customary closing conditions related to the public offering and the intended use of
net proceeds from the public offering, failure to obtain the required votes of Neos’ shareholders or Aytu’s
shareholders to approve the transaction and related matters, the risk that a condition to closing of the proposed transaction
may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction
might be delayed or not occur at all, potential adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of the transaction, the diversion of management time on
transaction-related issues, the ultimate timing, outcome and results of integrating the operations of Aytu and Neos, the
effects of the business combination of Aytu and Neos, including the combined company’s future financial condition,
results of operations, strategy and plans, the ability of the combined company to realize anticipated synergies in the
timeframe expected or at all, changes in capital markets and the ability of the combined company to finance operations in the
manner expected, regulatory approval of the transaction, risks relating to gaining market acceptance of our products,
obtaining reimbursement by third-party payors, the potential future commercialization of the combined company’s product
candidates, the anticipated start dates, durations and completion dates, as well as the potential future results, of the
combined company’s ongoing and future clinical trials, the anticipated designs of the combined company’s future
clinical trials, anticipated future regulatory submissions and events, the combined company’s anticipated future cash
position and future events under current and potential future collaboration, the regulatory and commercial risks associated
with introducing the Company’s distributed COVID-19 rapid tests, the accuracy of the COVID-19 rapid tests as compared
to other COVID-19 tests, market acceptance of the tests, the ability to obtain FDA approval or authorization for the tests,
our ability to obtain sufficient tests to meet consumer demand, if any, the manufacturers’ ability to scale up
manufacturing to meet customer demand, if any, reputation risks if the tests are not as effective as anticipated, and that
the current regulatory environment continues to permit the sale of the tests.

 

Contact for Investors:

 

James Carbonara

Hayden IR

(646) 755-7412

james@haydenir.com

 

SOURCE: Aytu BioScience, Inc. 

 

 

 



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