Form 8-K

8-K — Replimune Group, Inc.

Accession: 0001104659-26-093042

Filed: 2026-08-10

Period: 2026-08-09

CIK: 0001737953

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2622673d1_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2622673d1_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2622673d1_ex4-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2622673d1_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2622673d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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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): August 9, 2026

REPLIMUNE GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38596

82-2082553

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

500

Unicorn Park Drive

Suite 303

Woburn, MA 01801

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including

area code: (781) 222-9600

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 $0.001 per share

REPL

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 8.01 Other Events.

On August 9, 2026, Replimune

Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink

Partners LLC, J.P. Morgan Securities LLC, and Cantor Fitzgerald & Co. (“Cantor”) (each, an “Underwriter”

and, collectively, the “Underwriters”), relating to the issuance and sale of an aggregate of 9,701,490 shares of the Company’s

common stock (the “Shares”) and pre-funded warrants to purchase 2,736,340 shares of the Company’s common stock (the

“Pre-Funded Warrants”) to the Underwriters (the “Offering”). The Shares will be sold at the offering price of

$12.06 per share and the Pre-Funded Warrants will be sold at an offering price of $12.0599 per Pre-Funded Warrant, which equals the per

share offering price for the Shares less the $0.0001 exercise price for each such Pre-Funded Warrant. The Underwriting Agreement contains

customary representations and warranties, conditions to closing, market standoff provisions, termination provisions and indemnification

obligations, including for liabilities under the Securities Act of 1933, as amended. The representations, warranties and covenants contained

in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, and were solely for the benefit

of the parties to the Underwriting Agreement.

The Pre-Funded Warrants are

exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together

with its affiliates, would beneficially own more than 9.99% of the number of shares of the Company’s common stock outstanding immediately

after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage not in excess of 9.99%

by providing at least 61 days’ prior notice to the Company.

The Company estimates

that net proceeds from the Offering will be approximately $140.5 million, after deducting underwriting discounts and commissions and

estimated Offering expenses payable by the Company. Delivery of the Shares and the Pre-Funded Warrants is expected to be made on or

about August 11, 2026, subject to customary closing conditions. The Offering is being made pursuant to the Registration

Statement on Form S-3 (Registration No. 333-287536) filed with the Securities and Exchange Commission (the

“Commission”) on May 23, 2025, as amended by Amendment No. 1 to the Registration Statement on Form S-3

filed on November 6, 2025 (as so amended, the “Shelf Registration Statement”), pursuant to the Securities Act

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

The Underwriting Agreement

and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively and the foregoing

description of the terms of the Underwriting Agreement and the Pre-Funded Warrants are qualified in their entirety by reference to such

exhibit. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the Shares

and Pre-Funded Warrants in the Offering is filed with this Current Report on Form 8-K as Exhibit 5.1.

On August 10, 2026, the

Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto.

Neither the disclosures on

this Current Report on Form 8-K nor the exhibits hereto shall constitute an offer to sell or the solicitation of an offer to buy

the securities described herein and therein, nor shall there be any sale of such securities in any state or jurisdiction in which such

an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or

jurisdiction.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.

Description

1.1

Underwriting Agreement dated August 9, 2026

4.1

Form of Pre-Funded Warrant

5.1

Opinion of Morgan, Lewis & Bockius LLP

23.1

Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)

99.1

Press Release dated August 10, 2026 announcing the pricing of the Offering

104

Cover page interactive data file (formatted as Inline XBRL)

Forward-Looking Statements

This Current Report on Form 8-K

contains 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, as amended, and that involve risks and uncertainties, including statements regarding the expected

net proceeds and the closing date of the Offering and other statements identified by words such as “could,” “expects,”

“intends,” “may,” “plans,” “potential,” “should,” “will,” “would,”

or similar expressions and the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance,

and are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to

differ materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed

from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the SEC,

and in the final prospectus supplement and the accompanying prospectus related to the Offering. Our actual results could differ materially

from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof,

and, except as required by law, we undertake no obligation to update or revise these forward-looking statements.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned

hereunto duly authorized.

REPLIMUNE GROUP, INC.

Date: August 10, 2026

By:

/s/ Sushil Patel

Sushil Patel

Chief Executive Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2622673d1_ex1-1.htm · Sequence: 2

Exhibit 1.1

EXECUTION

VERSION

Replimune

Group, Inc.

9,701,490 Shares of Common Stock

Pre-Funded Warrants to Purchase 2,736,340 Shares

of Common Stock

Underwriting Agreement

August 9, 2026

Leerink Partners LLC

J.P. Morgan Securities LLC

Cantor Fitzgerald & Co.

As Representatives of the several

Underwriters

listed in Schedule I

hereto,

c/o Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

New York, New York 10019

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Cantor Fitzgerald & Co.

110 East 59th Street, 6th Floor

New York, NY 10022

Ladies and Gentlemen:

Replimune Group, Inc., a Delaware corporation

(the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”),

for whom you are acting as representatives (the “Representatives”), an aggregate of 9,701,490 shares (the “Underwritten

Shares”) of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and pre-funded warrants to

purchase an aggregate of 2,736,340 shares of Common Stock in a form to be mutually agreed by the Company and the Representatives (the

“Warrants”). The Underwritten Shares and the Warrants are herein referred to as the “Securities” or the “Underwritten

Securities”. The shares of Common Stock issuable upon exercise of the Warrants are herein referred to as the “Warrant Shares”.

The shares of Common Stock to be outstanding after giving effect to the sale of the Underwritten Shares and the exercise of the Warrants

are referred to herein as the “Stock”.

The Company hereby confirms its agreement with

the several Underwriters concerning the purchase and sale of the Securities, as follows:

1.            Registration

Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) under the

Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities

Act”), a registration statement on Form S-3 (File No. 333-287536), including a prospectus, relating to the Underwritten

Shares, the Warrants and the Warrant Shares, filed with the Commission on May 23, 2025 and amended by Amendment No. 1 filed

on November 6, 2025, which became effective 20 days following the filing of Amendment No. 1 pursuant to Rule 473(b) under

the Securities Act. Such registration statement, as amended at the time it became effective, including the information, if any, deemed

pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness

(“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the

term “Prospectus” means the prospectus included in the Registration Statement, as supplemented by the final prospectus supplement

relating to the Securities, in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities

Act) in connection with confirmation of sales of the Securities. If the Company has filed an abbreviated registration statement pursuant

to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein

to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. Any reference in

this underwriting agreement (this “Agreement”) to the Registration Statement or the Prospectus shall be deemed to refer to

and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective

date of the Registration Statement or the date of the Prospectus, as the case may be, and any reference to “amend”, “amendment”

or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents

filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder

(collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein. Capitalized terms used but not

defined herein shall have the meanings given to such terms in the Registration Statement and the Prospectus.

At or prior to the Applicable Time (as defined

below), the Company had prepared the following information (collectively with the pricing information set forth on Annex A, the “Pricing

Disclosure Package”): the basic prospectus covering the securities described therein, which forms a part of and is included in the

Registration Statement, including any amendments by post-effective amendment or otherwise, in the form first used (or made available upon

request of purchasers pursuant to Rule 173 under the Securities Act) in connection with the confirmation of sales of the Underwritten

Securities (including the documents incorporated by referenced therein pursuant to Item 12 of Form S-3 under the Securities Act)

and each “free-writing prospectus” (as defined pursuant to Rule 405 under the Securities Act) listed on Annex A hereto.

“Applicable Time” means 8:30 P.M.,

New York City time, on August 9, 2026.

2.             Purchase

of the Securities.

(a)            The

Company agrees to issue and sell the Underwritten Securities to the several Underwriters, and each Underwriter, on the basis of the representations,

warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase

at a price per share of Common Stock of $11.3364 (the “Share Purchase Price”) from the Company the respective number of Underwritten

Shares set forth opposite such Underwriter’s name in Schedule I hereto and to purchase from the Company Warrants in respect of

the respective number of Warrant Shares set forth opposite such Underwriter’s name in Schedule I hereto at a price of $11.3363

per Warrant Share (the “Warrant Purchase Price”).

(b)            The

Company understands that the Underwriters intend to make an offering of the Securities, and initially to offer the Securities on the terms

set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Securities

to or through any of their respective affiliates.

for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives

at the offices of Cravath, Swaine & Moore LLP, Two Manhattan West, New York, New York 10001 at 10:00 A.M. New York City

time on August 11, 2026, or at such other time or place on the same or such other date, not later than the fifth business day thereafter,

as the Representatives and the Company may agree upon in writing. The time and date of such payment for the Underwritten Securities is

referred to herein as the “Closing Date”.

Payment for the Securities to be purchased on the

Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities

to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company.

Delivery of the Underwritten Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the

Representatives shall otherwise instruct. The Warrants shall be delivered to the Representatives in definitive form, registered in such

names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be

made available for inspection by the Representatives on the business day prior to the Closing Date.

Notwithstanding the foregoing, the Company and

the Representatives shall instruct purchasers of the Warrants in the offering to make payment for the Warrants on the Closing Date to

the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $12.0599 per

Warrant Share, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers

on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the

Underwriters; provided that, upon receipt by the Company of payment for the Warrants, the Company shall promptly (but in no

event later than the Closing Date) pay $0.7236 per Warrant Share to the Underwriters by wire transfer in immediately available funds to

the account specified by the Representatives.

In the event that the purchasers of the Warrants

in the offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect,

by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the

Underwriters under this Agreement.

(d)            The

Company acknowledges and agrees that the Representatives and the other Underwriters are acting solely in the capacity of an arm’s

length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection

with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other

person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal,

tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such

matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and

neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto.

Any review by the Representatives and the other Underwriters of the Company, the transactions contemplated hereby or other matters relating

to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

3.             Representations

and Warranties of the Company. The Company represents and warrants to each Underwriter that:

(a)            Reserved.

(b)            Pricing

Disclosure Package. The Pricing Disclosure Package as of the Applicable Time did not, and as of the Closing Date will not, contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty

with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use in such Pricing Disclosure Package, it being

understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) hereof.

No statement of material fact included in the Prospectus has been omitted from the Pricing Disclosure Package and no statement of material

fact included in the Pricing Disclosure Package that is required to be included in the Prospectus has been omitted therefrom.

Free Writing Prospectus. Other than the Registration Statement and the Prospectus, the Company (including its agents and representatives,

other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not

prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities

Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company or its

agents and representatives (other than a communication referred to in clause (i) below), an “Issuer Free Writing Prospectus”)

other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134

under the Securities Act or (ii) the documents listed on Annex A hereto, each electronic road show and any other written communications

approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complies in all material respects with

the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act

(to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure

Package, and, when taken together with such Issuer Free Writing Prospectus, did not, and as of the Closing Date will not, contain any

untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of

the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty with

respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information

relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such

Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of

the information described as such in Section 7(b) hereof.

(d)            Reserved.

(e)            Testing-the-Waters

Communications. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken

in reliance on either Section 5(d) of, or Rule 163B under, the Securities Act. The Company (i) has not alone engaged

in any Testing-the-Waters Communications and (ii) has not authorized anyone to engage in Testing-the-Waters Communications. “Rule 163

Communication” means any offer made in reliance on Rule 163 under the Securities Act by the Company as a well-known seasoned

issuer. The Company has not engaged in any Rule 163 Communication, and no such Rule 163 Communication, if any, has been made

other than in compliance with Rule 163 under the Securities Act.

(f)            Registration

Statement and Prospectus. The Registration Statement became effective pursuant to Section 8(a) of the Securities Act upon

the expiration of 20 days following the filing of Amendment No. 1 to the Registration Statement in compliance with Rule 473(b) under

the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceeding

for that purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Securities

has been initiated or, to the best knowledge of the Company, threatened by the Commission; as of the applicable effective date of the

Registration Statement and any post-effective amendment thereto, the Registration Statement and any such post-effective amendment complied

and will comply in all material respects with the Securities Act, and did not and will not contain any untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading;

and as of the date of the Prospectus and any amendment or supplement thereto and as of the Closing Date, the Prospectus will not contain

any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; provided that the Company makes no representation or warranty

with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus

and any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Underwriter consists

of the information described as such in Section 7(b) hereof.

(g)            Incorporated

Documents. The documents incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus,

when they were filed with the Commission conformed in all material respects to the requirements of the Exchange Act, 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 Pricing Disclosure Package or the Prospectus, when such documents are filed with the Commission, 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.

(h)            Financial

Statements. The financial statements (including the related notes thereto) of the Company and its consolidated subsidiaries included

or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects

with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects

the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations

and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally

accepted accounting principles (“GAAP”) in the United States applied on a consistent basis throughout the periods covered

thereby, except unaudited financial statements, which are subject to normal year-end adjustments and do not contain certain footnotes

as permitted by the applicable rules of the Commission, and any supporting schedules included or incorporated by reference in the

Registration Statement present fairly in all material respects the information required to be stated therein; and the other financial

information included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus has

been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects

the information shown thereby.

(i)             No

Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference

in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there has not been any material change in the

capital stock (other than the issuance of shares of Common Stock (x) upon exercise or settlement of stock options, warrants or restricted

stock units described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Registration

Statement, the Pricing Disclosure Package and the Prospectus and (y) in accordance with the terms of that certain Sales Agreement,

dated as of August 3, 2023, as amended by Amendment No. 1 thereto, dated as of May 16, 2024, Amendment No. 2 thereto,

dated November 25, 2024 and Amendment No. 3 thereto, dated May 22, 2025, by and between the Company and Leerink Partners

LLC), short-term debt or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared,

set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development that

would reasonably be expected to result in a prospective material adverse change, in or affecting the business, properties, management,

financial position, stockholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole;

(ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement (whether or not in the ordinary

course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct

or contingent, that is material to the Company and its subsidiaries taken as a whole; and (iii) neither the Company nor any of its

subsidiaries has sustained any loss or interference with its business that is material to the Company and its subsidiaries taken as a

whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance

or dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority, except in each case as otherwise

disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(j)             Organization

and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing and in good standing

under the laws of their respective jurisdictions of organization, are duly qualified to do business and are in good standing in each jurisdiction

in which their respective ownership or lease of property or the conduct of their respective businesses requires such qualification, and

have all power and authority necessary to own or hold their respective properties and to conduct the businesses in which they are engaged,

except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate,

reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’

equity, results of operations or prospects of the Company and its subsidiaries taken as a whole or on the performance by the Company of

its obligations under this Agreement (a “Material Adverse Effect”). The Company does not own or control, directly or indirectly,

any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Company’s most recent

Annual Report on Form 10-K filed with the Commission.

(k)            Capitalization.

The Company has an authorized capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus

under the heading “Description of Capital Stock”; all the outstanding shares of capital stock of the Company have been duly

and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights that

have not been duly waived or satisfied; except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure

Package and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights that have not been duly

waived or satisfied), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock

or other equity interests in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement

of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable

securities or any such rights, warrants or options; the capital stock of the Company conforms in all material respects to the description

thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and all the outstanding shares of

capital stock or other equity interests of each subsidiary owned, directly or indirectly, by the Company have been duly and validly authorized

and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of any lien, charge,

encumbrance, security interest, restriction on voting or transfer or any other claim of any third party.

(l)            Stock

Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans

of the Company (the “Company Stock Plans”), (i) each Stock Option intended to qualify as an “incentive stock option”

under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), so qualifies, (ii) except, in each

case, for any such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each

grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective

by all necessary corporate action, including, as applicable, approval by the Board of Directors of the Company (or a duly constituted

and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the

award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (iii) each such grant was made

in accordance with the terms of the Company Stock Plans and all other applicable laws and regulatory rules or requirements and (iv) each

such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company

and disclosed in the Company’s filings with the Commission in accordance with the Exchange Act and all other applicable laws. The

Company has not knowingly granted, and there is no and has been no policy or practice of the Company of granting, Stock Options prior

to, or otherwise coordinating the grant of Stock Options with, the release or other public announcement of material information regarding

the Company or its subsidiaries or their results of operations or prospects. The descriptions of Company Stock Plans and the options or

other rights granted thereunder set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus accurately

and fairly present the information required to be shown with respect to such Company Stock Plans and the options or other rights granted

thereunder.

(m)            Due

Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations

hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and

the consummation by it of the transactions contemplated hereby has been duly and validly taken.

(n)            Underwriting

Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

(o)            The

Securities. (i) The Underwritten Shares to be issued and sold by the Company hereunder have been duly authorized by the Company

and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable

and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and

the Prospectus; (ii) the Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance

with this Agreement, will constitute valid and legally binding agreements of the Company enforceable against the Company in accordance

with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’

rights generally or by equitable principles relating to enforceability; (iii) the Warrant Shares to be issued by the Company upon

exercise of the Warrants, as provided therein, have been duly and validly authorized and, when issued and delivered upon exercise as provided

under the Warrant, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the descriptions

thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and (iv) the issuance of the Securities

and the Warrant Shares is not subject to any preemptive, rights of first refusal or similar rights that have not been duly waived or satisfied.

When issued and delivered by the Company against payment therefor pursuant to this Agreement, the Underwriters will acquire good, marketable

and valid title to their respective Underwritten Shares, free and clear of all pledges, liens, security interests, charges, claims or

encumbrances. When issued and delivered by the Company pursuant to the Warrants, the holders thereof will acquire good, marketable and

valid title to the Warrant Shares, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. The issuance

and sale of the Securities as contemplated hereby will not cause any holder of any share capital, securities convertible into or exchangeable

or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities of the Company

to have any right to acquire any preferred shares of the Company. There are no restrictions upon the voting or transfer of the Stock under

the Company’s amended and restated certificate of incorporation or amended and restated bylaws or any agreement or other instrument

to which the Company is a party or otherwise filed as an exhibit to the Registration Statement.

(p)            Description

of the Underwriting Agreement. This Agreement conforms in all material respects to the description thereof contained in the Registration

Statement, the Pricing Disclosure Package and the Prospectus.

(q)            No

Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws or similar

organizational documents; (ii) in default, and no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of

trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company

or any of its subsidiaries is bound or to which any property or asset of the Company or any of its subsidiaries is subject; or (iii) in

violation of any applicable law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental

or regulatory authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not,

individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r)            No

Conflicts. The execution, delivery and performance by the Company of this Agreement and the Warrants by the Company, the issuance

and sale of the Securities and the Warrant Shares by the Company and the consummation of the transactions contemplated by this Agreement

and in the Warrants (with or without notice or lapse of time or both) will not (i) conflict with or result in a breach or violation

of any of the terms or provisions of, or constitute a default under, result in the termination, modification or acceleration of, or result

in the creation or imposition of any lien, charge or encumbrance upon any property, right or asset of the Company or any of its subsidiaries

pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its

subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any property, right or asset of the Company

or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws or similar organizational

documents of the Company or any of its subsidiaries or (iii) result in the violation of any law or statute or any judgment, order,

rule or regulation of any court or arbitrator or governmental or regulatory authority, except, in the case of clauses (i) and

(iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the

aggregate, reasonably be expected to have a Material Adverse Effect.

(s)            No

Consents Required. No consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator

or governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the

issuance and sale of the Securities and the consummation of the transactions contemplated by this Agreement, except for the registration

of the Securities under the Securities Act and such consents, approvals, authorizations, orders and registrations or qualifications as

may be required by the Financial Industry Regulatory Authority, Inc. and under applicable state securities laws in connection with

the purchase and distribution of the Securities by the Underwriters.

(t)            Legal

Proceedings. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no legal,

governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”)

pending to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or any of its subsidiaries

is or may be the subject that, individually or in the aggregate, if determined adversely to the Company or any of its subsidiaries, would

reasonably be expected to have a Material Adverse Effect; to the best knowledge of the Company, no such Actions are threatened or contemplated

by any governmental or regulatory authority or threatened by others; and (i) there are no current or pending Actions that are required

under the Securities Act to be described in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not

so described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and (ii) there are no statutes, regulations

or contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement or described

in the Registration Statement, the Pricing Disclosure Package or the Prospectus that are not so filed as exhibits to the Registration

Statement or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

(u)            Independent

Accountants. PricewaterhouseCoopers LLP, whose report on the consolidated financial statements of the Company is filed with the Commission

as part of the Company’s most recent Annual Report on Form 10-K filed with the Commission and incorporated by reference in

the Registration Statement, the Pricing Disclosure Package and the Prospectus, is an independent registered public accounting firm with

respect to the Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public

Company Accounting Oversight Board (United States) and as required by the Securities Act. PricewaterhouseCoopers LLP has not been engaged

by the Company to perform any “prohibited activities” or provided to the Company any “non-audit services” (as

defined in Section 10A of the Exchange Act).

(v)            Title

to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real

property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the businesses

of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections

of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company

and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(w)            Intellectual

Property. The Company and its subsidiaries own or license rights to use inventions, patent rights, trademarks, service marks, trade

names, trade dress, domain names, copyrights, licenses, know-how, trade secrets and other unpatented and/or unpatentable proprietary or

confidential information, systems or procedures (including all registrations and applications for registration of, and all goodwill associated

with, any of the foregoing, as applicable) (collectively, “Intellectual Property”) described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus as being owned by or licensed to the Company and its subsidiaries, and, to the best

knowledge of the Company, all other Intellectual Property used in or reasonably necessary for the conduct of their business as currently

conducted and as proposed to be conducted in the Registration Statement, Pricing Disclosure Package or the Prospectus, and, to the best

knowledge of the Company, such Intellectual Property rights are valid and enforceable. To the best knowledge of the Company, the conduct

of the business of the Company and its subsidiaries does not, and the proposed conduct of such business as disclosed in the Registration

Statement, Pricing Disclosure Package or the Prospectus will not, infringe, misappropriate or otherwise violate any Intellectual Property

rights of any others. Except as described in the Registration Statement, Pricing Disclosure Package or the Prospectus, there is no pending

or, to the Company’s best knowledge, threatened action, suit, proceeding or claim by any others (i) that the Company or any

of its subsidiaries infringes, misappropriates or otherwise violates the Intellectual Property of others, or (ii) challenging the

validity, enforceability, scope or ownership of any Intellectual Property owned by or licensed to the Company or any of its subsidiaries

or their rights therein. To the best knowledge of the Company, no third party has infringed, misappropriated or otherwise violated any

Intellectual Property owned by or exclusively licensed to the Company or any of its subsidiaries. To the best knowledge of the Company,

none of the Intellectual Property used by the Company or any of its subsidiaries in the conduct of its business has been obtained or is

being used by the Company or any of its subsidiaries in material violation of any contractual obligation binding on the Company or any

of its subsidiaries. Except as set forth in the Registration Statement, Pricing Disclosure Package or the Prospectus, the Intellectual

Property owned by the Company and its subsidiaries is solely owned by the Company or its subsidiaries free and clear of any liens or encumbrances.

Neither the Company nor any of its subsidiaries is subject to any judgment, order, writ, injunction or decree of any court or any federal,

state, local, foreign or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or

any arbitrator, nor has it entered into or is a party to any agreement made in settlement of any pending or threatened litigation, which

materially restricts or impairs its use of any Intellectual Property. The Company and its subsidiaries have taken commercially reasonable

steps, in accordance with normal industry practice for a company of like size and resources, to maintain the confidentiality of all Intellectual

Property the value of which to the Company or any of its subsidiaries is contingent upon maintaining the confidentiality thereof, and

neither the Company nor any of its subsidiaries is aware of any material disclosure of such Intellectual Property other than to employees,

representatives, independent contractors, collaborators, licensors, licensees, agents and advisors of the Company and its subsidiaries,

all of whom are bound by written obligations to maintain the confidentiality thereof. All founders, officers and other employees involved

in the development of Intellectual Property for the Company and its subsidiaries have signed confidentiality and invention assignment

agreements or similar agreements for the transfer, assignment, and/or licensing of Intellectual Property with the Company and its subsidiaries

pursuant to which the Company and its subsidiaries either (i) have obtained ownership of and are the exclusive owners of, or (ii) have

a valid and unrestricted right to exploit, sufficient for the conduct of their business, such Intellectual Property. No founder, officer

or, to the Company’s best knowledge, other employee of the Company is in or has been in material violation of any term of any employment

contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, non-disclosure

agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such founder, officer

or employee’s relationship or activities with the Company or its subsidiaries, or otherwise relates to rights in the Intellectual

Property owned or purported to be owned by or licensed to the Company or its subsidiaries.

(x)            Patents

and Patent Applications. All patents and patent applications owned by, co-owned by, or exclusively licensed to the Company or under

which the Company has rights (“Patents and Patent Applications”) have been duly and properly filed and are being diligently

prosecuted and maintained; the parties prosecuting, or that have prosecuted, the Patents and Patent Applications have complied with their

duty of candor and disclosure to the applicable patent office in connection with such Patents and Patent Applications; and to the Company’s

best knowledge after due inquiry, there is no prior art that has rendered or may render any Patent or Patent Application invalid or unpatentable.

(y)            No

Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on

the one hand, and the directors, officers, stockholders, customers, suppliers or other affiliates of the Company or any of its subsidiaries,

on the other, that is required by the Securities Act to be described in each of the Registration Statement and the Prospectus and that

is not so described in such documents and in the Pricing Disclosure Package.

(z)            Investment

Company Act. The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds

thereof as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, will not be required to register

as an “investment company” or an entity “controlled” by an “investment company” within the meaning

of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the

“Investment Company Act”).

(aa)          Taxes.

Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries

have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof

except for taxes being contested in good faith and for which reserves in accordance with GAAP in the United States have been taken; and

except as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, there is no tax

deficiency that has been, or would reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their

respective properties or assets that would reasonably be expected to have a Material Adverse Effect.

(bb)          Licenses

and Permits. Except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company

and its subsidiaries possess all licenses, sub-licenses, certificates, permits and other authorizations issued by, and have made all declarations

and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership

or lease of their respective properties or the conduct of their respective businesses as described in each of the Registration Statement,

the Pricing Disclosure Package and the Prospectus, except where the failure to possess or make the same would not, individually or in

the aggregate, reasonably be expected to have a Material Adverse Effect; and except as described in each of the Registration Statement,

the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries has received notice of any revocation

or modification of any such license, sub-license, certificate, permit or authorization or has any reason to believe that any such license,

sub-license, certificate, permit or authorization will not be renewed in the ordinary course, except where the failure to pay or file

or where such revocation, modification or nonrenewal would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(cc)          No

Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the best

knowledge of the Company, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by,

or dispute with, the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, except as would

not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its subsidiaries is a party to any collective

bargaining agreement.

(dd)          Certain

Environmental Matters. (i) The Company and its subsidiaries (A) are in compliance with all applicable federal, state, local

and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable

requirements relating to pollution or the protection of human health or safety, the environment or natural resources (collectively, “Environmental

Laws”); (B) have obtained and are and have been in compliance with all permits, licenses, certificates or other authorizations

or approvals required under any Environmental Laws to conduct their respective businesses; (C) are not a party to any order, decree

or agreement that imposes any obligation or liability under any Environmental Law; and (D) have not received notice of any actual

or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including

for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants,

and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no

costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each

of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a

Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (A) there

is no proceeding that is pending, or, to the Company’s best knowledge, contemplated, against the Company or any of its subsidiaries

under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably

believed no monetary sanctions of $300,000 or more will be imposed, (B) the Company and its subsidiaries are not aware of any facts

or issues regarding compliance with Environmental Laws that would reasonably be expected to have a material effect on the capital expenditures,

earnings or competitive position of the Company and its subsidiaries, and (C) none of the Company or its subsidiaries anticipates

material capital expenditures relating to any Environmental Laws.

(ee)          Compliance

with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security

Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as any

entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA

or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Code)

would have any liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable

statutes, orders, rules and regulations, including but not limited to ERISA and the Code, in all material respects; (ii) no

prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to

any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no Plan is or ever has been

subject to Section 302 of ERISA, Title IV of ERISA or Section 412 of the Code and no Plan is a “multiemployer plan”

within the meaning of Section 4001(a)(3) of ERISA; (iv) each Plan that is intended to be qualified under Section 401(a) of

the Code is subject to a favorable determination letter or advisory opinion, as applicable, from the IRS and no event has occurred and

no condition exists, whether by action or by failure to act, that, to the Company’s best knowledge, is reasonably likely to result

in the revocation of any such determination or opinion, as applicable, and (v) none of the following events has occurred or, to the

Company’s best knowledge, is reasonably likely to occur: (A) a material increase in the aggregate amount of contributions required

to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled

Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most

recently completed fiscal year; or (B) a material increase in the Company and its subsidiaries’ “accumulated post-retirement

benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations

in the Company and its subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions

set forth in (i) through (v) hereof, as would not, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect.

(ff)          Disclosure

Controls. The Company and its subsidiaries maintain an effective system of “disclosure controls and procedures” (as defined

in Rule 13a-15(e) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed to

ensure that information required to be disclosed by the Company in 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 controls

and procedures designed to ensure that such information is accumulated and communicated to the Company’s management as appropriate

to allow timely decisions regarding required disclosure. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure

Package and the Prospectus, the Company and its subsidiaries have carried out evaluations of the effectiveness of their disclosure controls

and procedures as required by Rule 13a-15 of the Exchange Act.

(gg)          Accounting

Controls. The Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined

in Rule 13a-15(f) of the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under

the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to

provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external

purposes in accordance with GAAP. The Company and its subsidiaries maintain internal accounting controls sufficient to provide reasonable

assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;

(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference in the

Registration Statement, the Pricing Disclosure Package and the Prospectus fairly presents the information called for in all material respects

and is prepared in accordance with the Commission’s rules and guidelines applicable thereto. Except as disclosed in the Registration

Statement, the Pricing Disclosure Package and the Prospectus, there are no material weaknesses in the Company’s internal controls.

The Company’s auditors and the Audit Committee of the Board of Directors of the Company have been advised of: (i) all significant

deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which have adversely affected

or are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information;

and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s

internal controls over financial reporting.

(hh)          Insurance.

The Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including

business interruption insurance and policies covering the Company and its subsidiaries for product liability claims and clinical trial

liability claims, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its

subsidiaries and their respective businesses; and neither the Company nor any of its subsidiaries has (i) received notice from any

insurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order to continue

such insurance or (ii) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage at reasonable cost from similar insurers as may be necessary to continue its business.

(ii)            Cyber

Security; Data Protection. The Company and its subsidiaries’ information technology assets and equipment, computers, systems,

networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate

and perform in all material respects as required in connection with the operations of the business of the Company and its subsidiaries

as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants.

The Company and its subsidiaries have implemented and maintained commercially reasonable controls, policies, procedures, and safeguards

to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all

IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”))

used in connection with their businesses, and there have been no breaches, violations, outages or unauthorized uses of or accesses to

same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents

under internal review or investigations relating to the same. The Company and its subsidiaries are presently in material compliance with

all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental

or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal

Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification. The Company

and its subsidiaries are in compliance with the European Union General Data Protection Regulation and the United Kingdom General Data

Protection Regulation (and all other applicable laws and regulations with respect to Personal Data for which any non-compliance with the

same would be reasonably likely to create a material liability).

(jj)          No

Unlawful Payments. Neither the Company nor any of its subsidiaries nor any director, officer or employee of the Company or any of

its subsidiaries nor, to the best knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of

the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other

unlawful expense relating to political activity; (ii) made or taken an act in furtherance of an offer, promise or authorization of

any direct or indirect unlawful payment or benefit to any foreign or domestic government official or employee, including of any government-owned

or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of

the foregoing, or any political party or party official or candidate for political office; (iii) violated or is in violation of any

provision of the Foreign Corrupt Practices Act of 1977, as amended, or any applicable law or regulation implementing the OECD Convention

on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act

2010 of the United Kingdom or any other applicable anti-bribery or anti-corruption law; or (iv) made, offered, agreed, requested

or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence

payment, kickback or other unlawful or improper payment or benefit. The Company and its subsidiaries have instituted, maintain and enforce,

and will continue to maintain and enforce policies and procedures designed to promote and ensure compliance with all applicable anti-bribery

and anti-corruption laws.

(kk)          Compliance

with Anti-Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting

Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions where the Company or any of its subsidiaries conducts

business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or

enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by

or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with

respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(ll)            No

Conflicts with Sanctions Laws. Neither the Company nor any of its subsidiaries, directors, officers, or employees, nor, to the best

knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries

is currently the subject or the target of any sanctions administered or enforced by the U.S. government (including, without limitation,

the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State and including,

without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations

Security Council (“UNSC”), the European Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions

authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country

or territory that is the subject or target of Sanctions, including, without limitation, Cuba, Iran, North Korea, the Crimea, Zaporizhzhia

and Kherson regions of Ukraine and the so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine

(each, a “Sanctioned Country”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities

hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity

(i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the

subject or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in

any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter,

advisor, investor or otherwise) of Sanctions. Since their respective inceptions, the Company and its subsidiaries have not knowingly engaged

in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is

or was the subject or the target of Sanctions or with any Sanctioned Country.

(mm)        Outbound

Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that term

is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly

or indirectly, in a “covered activity”, as that term is defined in 31 C.F.R. § 850.208 (“Covered Activity”).

The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company also does not, directly

or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the direction

of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

(nn)          No

Restrictions on Subsidiaries. No subsidiary of the Company is currently prohibited, directly or indirectly, under any agreement or

other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on

such subsidiary’s capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary

from the Company or from transferring any of such subsidiary’s properties or assets to the Company or any other subsidiary of the

Company.

(oo)            No

Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any

person (other than this Agreement) that would give rise to a valid claim against any of them or any Underwriter for a brokerage commission,

finder’s fee or like payment in connection with the offering and sale of the Securities.

(pp)          No

Registration Rights. No person has the right to require the Company or any of its subsidiaries to register any securities for sale

under the Securities Act by reason of the filing of the Registration Statement or the Prospectus with the Commission or the issuance and

sale of the Securities, other than rights that have been validly waived.

(qq)          No

Stabilization. Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that would

reasonably be expected to cause or result in any stabilization or manipulation of the price of any Securities.

(rr)          Margin

Rules. Neither the issuance, sale and delivery of the Securities nor the application of the proceeds thereof by the Company as described

in each of the Registration Statement, the Pricing Disclosure Package 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.

(ss)          Forward-Looking

Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the

Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Disclosure Package or the Prospectus

has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith. No such statement was made with

the knowledge of a director or executive officer of the Company that was false or misleading.

(tt)          Statistical

and Market Data. Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and

market-related data included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the

Prospectus is not based on or derived from sources that are reliable and accurate in all material respects.

(uu)          Sarbanes-Oxley

Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities

as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated in

connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related

to certifications.

(vv)          Status

under the Securities Act. At the time of filing the Registration Statement, at the earliest time thereafter that the Company or any

offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Securities Act) of the Securities

and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities

Act, without taking account of any determination by the Commission pursuant to Rule 405 that it is not necessary that the Company

be considered an ineligible issuer. The Company has paid the registration fee for this offering pursuant to the applicable rules under

the Securities Act.

(ww)          No

Ratings. There are (and prior to the Closing Date, will be) no debt securities, convertible securities or preferred stock issued or

guaranteed by the Company or any of its subsidiaries that are rated by a “nationally recognized statistical rating organization”,

as such term is defined in Section 3(a)(62) under the Exchange Act.

(xx)            No

Indebtedness. Except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the

Company and its subsidiaries have no outstanding indebtedness for borrowed money.

(yy)          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 described in the Prospectus, any Issuer Free Writing Prospectus, or referred to or described in, or

filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or, to the

Company’s best 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.

(zz)          Preclinical

and Clinical Trials. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus: (i) the

preclinical and clinical studies and trials conducted by or, to the best knowledge of the Company after due inquiry, that were conducted

on behalf of or sponsored by the Company or its subsidiaries, or in which the Company or its subsidiaries have participated (collectively

“Company Trials”), in each case including the Company’s studies and trials that are described in the Registration Statement,

the Pricing Disclosure Package and the Prospectus, or the results of which are referred to in the Registration Statement, the Pricing

Disclosure Package and the Prospectus, as applicable, were, and if still pending are, being conducted in all material respects in accordance

with all applicable standard medical and scientific research standards and procedures and all applicable statutes and all applicable rules and

regulations of the U.S. Food and Drug Administration (“FDA”), the Department of Health and Human Services and comparable regulatory

agencies outside of the United States to which they are subject, including the European Medicines Agency (collectively, the “Regulatory

Authorities”), and applicable current Good Clinical Practice and Good Laboratory Practice requirements as detailed in applicable

statutes, rules and regulations of an applicable Regulatory Authority; (ii) the descriptions in the Registration Statement,

the Pricing Disclosure Package and the Prospectus of the Company Trials, including the results of the Company Trials, are accurate and

complete descriptions in all material respects and fairly present the data derived therefrom; (iii) the Company has no knowledge

of any other studies or trials not described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the results

of which are inconsistent with or call into question the results of the Company Trials described or referred to in the Registration Statement,

the Pricing Disclosure Package and the Prospectus; (iv) neither the Company nor any of its subsidiaries, nor, to the Company’s

best knowledge after due inquiry, any of its collaboration partners, have received any written notices, written correspondence or other

written communications from the Regulatory Authorities or any other governmental agency requiring or threatening the termination, material

modification or suspension of any Company Trial that is described in the Registration Statement, the Pricing Disclosure Package and the

Prospectus or the results of which are referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, other

than ordinary course communications with respect to modifications in connection with the design and implementation of such Company Trials,

and, to the Company’s best knowledge after due inquiry, there are no reasonable grounds for the same; (v) to the Company’s

best knowledge after due inquiry, the Company has obtained (or caused to be obtained) informed consent by or on behalf of each human subject

who participated in a Company Trial; (vi) in using or disclosing patient information received by the Company in connection with the

Company Trials, the Company has complied in all material respects with all applicable laws and regulatory rules or requirements;

and (vii) to the Company’s best knowledge after due inquiry, none of the Company Trials involved any investigator who has been

disqualified as a clinical investigator by any Regulatory Authority or has been found by any Regulatory Authority to have engaged in scientific

misconduct.

(aaa)        Product

Candidates. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company: (i) has

operated and currently operates its business in compliance in all material respects with applicable provisions of the Health Care Laws

(as defined below) applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage,

import, export or disposal of any of the Company’s product candidates; (ii) has not received any FDA Form 483, written

notice of adverse finding, warning letter, untitled letter or other written correspondence or written notice from any court or arbitrator,

Regulatory Authority or other governmental or regulatory authority alleging or asserting non-compliance with (A) any Health Care

Laws or (B) any licenses, certificates, approvals, clearances, exemptions, authorizations, permits and supplements or amendments

thereto required by any such Health Care Laws (“Regulatory Authorizations”); (iii) possesses all Regulatory Authorizations

required to conduct its business as currently conducted and such Regulatory Authorizations are valid and in full force and effect and

the Company is not in violation, in any material respect, of any term of any such Regulatory Authorizations; (iv) has not received

written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any of the

Regulatory Authorities or any other third party alleging that any product operation or activity is in material violation of any Health

Care Laws or Regulatory Authorizations and has no knowledge that any of the Regulatory Authorities or any other third party is considering

any such claim, litigation, arbitration, action, suit, investigation or proceeding that would, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect; (v) has not received written notice that any of the Regulatory Authorities has taken,

is taking or intends to take action to limit, suspend, modify or revoke any Regulatory Authorizations and has no knowledge that any of

the Regulatory Authorities is considering such action that would, individually or in the aggregate, reasonably be expected to have a Material

Adverse Effect; (vi) is not a party to or does not have any ongoing reporting obligations pursuant 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 Regulatory Authority; and (vii)(A) has not, nor have any of its directors, officers or, to the Company’s

best knowledge, employees, been excluded, suspended or debarred by a Regulatory Authority from participation in any government health

care program or human clinical research or (B), to the best knowledge of the Company after due inquiry, is not, and none of its directors,

officers or employees is, subject to a governmental inquiry, investigation, proceeding, or other similar action that would reasonably

be expected to result in debarment, suspension, or exclusion by a Regulatory Authority. For purposes of this Agreement, “Health

Care Laws” means, to the extent applicable to the Company, all health care laws applicable to the Company, including, but not limited

to: Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute); Title XIX of the Social Security

Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute); the Federal Anti-Kickback Statute, 42 U.S.C. § 1320a-7b(b); the civil

False Claims Act, 31 U.S.C. §§ 3729 et seq.; the criminal False Claims Act 42 U.S.C. § 1320a-7b(a); any 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 Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. §§ 1320d et seq.; the Physician

Payments Sunshine Act, 42 U.S.C. § 1320a-7h; the Exclusion Laws, 42 U.S.C. § 1320a-7; the Federal Food, Drug, and Cosmetic Act,

21 U.S.C. §§ 301 et seq.; the Public Health Service Act, 42 U.S.C. §§ 201 et seq.; the regulations promulgated pursuant

to such laws; and any similar federal, state and local laws and regulations, in each case of the foregoing laws and regulations, as amended

from time to time.

(bbb)        Manufacturing.

To the Company’s best knowledge, the contract manufacturing facilities and GMP operations of its suppliers are operated in compliance

in all material respects with all applicable statutes, rules and regulations of the Regulatory Authorities.

(ccc)        Regulatory

Filings. The Company has not failed to file with the Regulatory Authorities any required filing, declaration, listing, registration,

report or submission with respect to the Company’s product candidates that are described or referred to in the Registration Statement,

the Pricing Disclosure Package and the Prospectus; all such filings, declarations, reports or submissions were in material compliance

with the applicable Health Care Laws when filed; and no material deficiencies regarding compliance with applicable law have been asserted

by any Regulatory Authority with respect to any such filings, declarations, reports or submissions.

(ddd)        Exchange

Act Requirements; Stock Exchange Listing. The Company is subject to and in compliance in all material respects with the reporting

requirements of Section 13 or Section 15(d) of the Exchange Act. The Stock is registered pursuant to Section 12(b) of

the Exchange Act and is listed on the Nasdaq Global Select Market (the “Nasdaq Market”), and the Company has taken no action

designed to, or reasonably likely to have the effect of, terminating the registration of the Stock under the Exchange Act or delisting

the Stock from the Nasdaq Market, nor has the Company received any notification that the Commission or the Nasdaq Market is contemplating

terminating such registration or listing. The Company is in compliance with the current listing standards of the Nasdaq Market. The Company

has caused a Notification of Listing of Additional Shares to be filed with the Nasdaq Market with respect to the Underwritten Shares.

(eee)          Form S-3

Eligibility; Shell Company. The Company and the transactions contemplated by this Agreement meet the requirements for, and comply

with the conditions for the use of, Form S-3 under the Securities Act, including Instruction I.B.1 of Form S-3. The Company

is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar

months previously.

(fff)          Independent

Directors. Each of the independent directors named in the Registration Statement, the Pricing Disclosure Package and Prospectus satisfies

the independence standards established by the Nasdaq Market and, with respect to members of the Company’s audit committee, the enhanced

independence standards contained in Rule 10A-3(b)(1) promulgated by the Commission under the Exchange Act.

(ggg)        No

Integration. Neither the Company nor, to the Company’s knowledge, any of its affiliates (within the meaning of Rule 144

under the Securities Act) has, prior to the date hereof, made any offer or sale of any securities which could be “integrated”

(within the meaning of the Securities Act) with the offer and sale of the Securities hereunder.

4.             Further

Agreements of the Company. The Company covenants and agrees with each Underwriter that:

(a)            Required

Filings. The Company will file the final Prospectus with the Commission within the time periods specified by Rule 424(b) and

Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus to the extent required by Rule 433

under the Securities Act; and the Company will file promptly all reports and any definitive proxy or information statements required to

be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to

the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the

Securities; and the Company will furnish copies of the Prospectus and each Issuer Free Writing Prospectus (to the extent not previously

delivered) to the Underwriters in New York City prior to 10:00 A.M., New York City time, on the business day next succeeding the date

of this Agreement in such quantities as the Representatives may reasonably request.

(b)            Delivery

of Copies. The Company will deliver, without charge, (i) to the Representatives upon request two signed copies of the Registration

Statement as originally filed and each amendment thereto, in each case including all exhibits and consents filed therewith and documents

incorporated by reference therein; and (ii) to each Underwriter (A) a conformed copy of the Registration Statement as originally

filed and each amendment thereto (without exhibits) and (B) during the Prospectus Delivery Period (as defined below), as many copies

of the Prospectus (including all amendments and supplements thereto and each Issuer Free Writing Prospectus) as the Representatives may

reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date of

the offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is required by

law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales of the Securities

by any Underwriter or any dealer.

or Supplements, Issuer Free Writing Prospectuses. Before making, preparing, using, authorizing, approving, referring to or filing

any Issuer Free Writing Prospectus, and before filing any amendment or supplement to the Registration Statement, the Pricing Disclosure

Package or the Prospectus, whether before or after the time that the Registration Statement becomes effective, the Company will furnish

to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, amendment or supplement

for review and will not make, prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such

proposed amendment or supplement to which the Representatives reasonably object.

(d)            Notice

to the Representatives. The Company will advise the Representatives promptly, and confirm such advice in writing (which confirmations

may be delivered by e-mail), (i) when any amendment to the Registration Statement has been filed or becomes effective; (ii) when

any supplement to the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or any amendment to the Prospectus

has been filed or distributed; (iii) of any request by the Commission for any amendment to the Registration Statement or any amendment

or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement or any other

request by the Commission for any additional information; (iv) of the issuance by the Commission or any other applicable governmental

or regulatory authority of any order suspending the effectiveness of the Registration Statement or preventing or suspending the use of

the Pricing Disclosure Package, the Prospectus or the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A

of the Securities Act; (v) of the occurrence of any event or development within the Prospectus Delivery Period as a result of which

the Prospectus, any of the Pricing Disclosure Package, any Issuer Free Writing Prospectus as then amended or supplemented would include

any 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 existing when the Prospectus, the Pricing Disclosure Package or any such Issuer Free Writing Prospectus is delivered

to a purchaser, not misleading; (vi) of the receipt by the Company of any notice of objection of the Commission to the use of the

Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act; and (vii) of

the receipt by the Company of any notice with respect to any suspension of the qualification of the Securities for offer and sale in any

jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Company will use its commercially reasonable

best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending

the use of any of the Pricing Disclosure Package or the Prospectus or suspending any such qualification of the Securities and, if any

such order is issued, will obtain as soon as possible the withdrawal thereof.

(e)            Ongoing

Compliance. (1) If during the Prospectus Delivery Period (i) any event or development shall occur or condition shall exist

as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state

any material fact necessary in order to make the statements therein, in the light of the circumstances existing when the Prospectus is

delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus to comply with applicable

law, the Company will promptly notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above, file with

the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements

to the Prospectus (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that

the statements in the Prospectus as so amended or supplemented (or any document to be filed with the Commission and incorporated by reference

therein) will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that

the Prospectus will comply with applicable law and (2) if at any time prior to the Closing Date (i) any event or development

shall occur or condition shall exist as a result of which the Pricing Disclosure Package as then amended or supplemented would include

any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light

of the circumstances existing when the Pricing Disclosure Package is delivered to a purchaser, not misleading or (ii) it is necessary

to amend or supplement the Pricing Disclosure Package to comply with applicable law, the Company will promptly notify the Underwriters

thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish

to the Underwriters and to such dealers as the Representatives may designate such amendments or supplements to the Pricing Disclosure

Package (or any document to be filed with the Commission and incorporated by reference therein) as may be necessary so that the statements

in the Pricing Disclosure Package as so amended or supplemented will not, in the light of the circumstances existing when the Pricing

Disclosure Package is delivered to a purchaser, be misleading or so that the Pricing Disclosure Package will comply with applicable law.

(f)            Blue

Sky Compliance. The Company will qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions

as the Representatives shall reasonably request and will continue such qualifications in effect so long as required for distribution of

the Securities; provided that the Company shall not be required to (i) qualify as a foreign corporation or other entity or

as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (ii) file any general

consent to service of process in any such jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not

otherwise so subject.

(g)            Earning

Statement. The Company will make generally available to its security holders and the Representatives as soon as practicable an earning

statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated

thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective

date” (as defined in Rule 158) of the Registration Statement; provided that the Company will be deemed to have furnished such

statements to its security holders and the Representatives to the extent they are filed on the Commission’s Electronic Data Gathering,

Analysis, and Retrieval system (“EDGAR”) or any successor system.

(h)            Clear

Market. For a period of 45 days after the date of the final prospectus supplement relating to the offering of the Securities, the

Company will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract

to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, or file with, or

submit to, the Commission a registration statement under the Securities Act relating to, any shares of Stock or any securities convertible

into or exercisable or exchangeable for Stock, or publicly disclose the intention to make any offer, sale, pledge, disposition, submission

or filing (other than filings on Form S-8 relating to the Company Stock Plans or in respect of the issuance of equity incentive awards

in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4)), or (ii) enter into any swap or other

agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities,

whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock or such other securities,

in cash or otherwise, without the prior written consent of Leerink Partners LLC and J.P. Morgan Securities LLC (the “Lock-Up Representatives”)

other than (A) the Securities to be sold hereunder and the delivery of Warrant Shares upon exercise of the Warrants, (B) any

shares of Stock of the Company issued upon the exercise of options granted under Company Stock Plans, the exercise of any pre-funded warrants

or upon vesting of restricted stock units, issued or awarded by the Company prior to the date hereof and in each case, as described in

the Prospectus and (C) the filing by the Company of any registration statement on Form S-8 or a successor form thereto (x) relating

to a Company Stock Plan described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or (y) in respect

of the issuance of equity incentive awards in reliance on the employment inducement exception under Nasdaq Listing Rule 5635(c)(4).

(i)             Use

of Proceeds. The Company will apply the net proceeds from the sale of the Securities as described in each of the Registration Statement,

the Pricing Disclosure Package and the Prospectus under the heading “Use of Proceeds”.

(j)             No

Stabilization. Neither the Company nor its subsidiaries or affiliates will take, directly or indirectly, any action designed to or

that would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock.

(k)            Exchange

Listing. The Company will use its reasonable best efforts to list, subject to notice of issuance, the Underwritten Shares on the Nasdaq

Market.

(l)            Reports.

For a period of three years from the date of this Agreement, the Company will furnish to the Representatives, as soon as they are available,

copies of all reports or other communications (financial or other) furnished to holders of the Underwritten Shares or the Warrants and

copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange or automatic

quotation system; provided the Company will be deemed to have furnished such reports and financial statements to the Representatives

to the extent they are filed on EDGAR.

(m)            Record

Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing

Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act.

5.             Certain

Agreements of the Underwriters. Each Underwriter hereby represents and agrees that:

(a)            It

has not used, authorized use of, referred to or participated in the planning for use of, and will not use, authorize use of, refer to

or participate in the planning for use of, any “free writing prospectus”, as defined in Rule 405 under the Securities

Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into

the Registration Statement and any press release issued by the Company) other than (i) a free writing prospectus that contains no

“issuer information” (as defined in Rule 433(h)(2) under the Securities Act) that was not included in a previously

filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 3(c) or

Section 4(c) above (including any electronic road show), or (iii) any free writing prospectus prepared by such Underwriter

and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter

Free Writing Prospectus”).

(b)            It

has not and will not, without the prior written consent of the Company, use any free writing prospectus that contains the final terms

of the Securities unless such terms have previously been included in a free writing prospectus filed with the Commission; provided

that the Underwriters may use a term sheet, if any, substantially in the form of Annex B hereto without the consent of the Company; provided

further that any Underwriter using such term sheet shall notify the Company, and provide a copy of such term sheet to the Company,

prior to, or substantially concurrently with, the first use of such term sheet.

is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering (and will promptly notify

the Company if any such proceeding against it is initiated during the Prospectus Delivery Period).

6.            Conditions

of Underwriters’ Obligations. The obligation of each Underwriter to purchase the Underwritten Securities on the Closing Date

as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following

additional conditions:

(a)            Registration

Compliance; No Stop Order. No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission; the

Prospectus and each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Securities Act (in the case

of an Issuer Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 4(a) hereof;

and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.

(b)            Representations

and Warranties. The representations and warranties of the Company contained herein shall be true and correct on the date hereof and

on and as of the Closing Date; and the statements of the Company and its officers made in any certificates delivered pursuant to this

Agreement shall be true and correct on and as of the Closing Date.

Material Adverse Change. No event or condition of a type described in Section 3(i) hereof shall have occurred or shall exist,

which event or condition is not described in the Pricing Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus

(excluding any amendment or supplement thereto) and the effect of which in the judgment of the Representatives makes it impracticable

or inadvisable to proceed with the offering, sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated

by this Agreement, the Pricing Disclosure Package and the Prospectus.

(d)            Officer’s

Certificate. The Representatives shall have received on and as of the Closing Date, a certificate of the Chief Financial Officer of

the Company and one additional senior executive officer of the Company who is satisfactory to the Representatives (i) confirming

that such officers have carefully reviewed the Registration Statement, the Pricing Disclosure Package and the Prospectus and, to the knowledge

of such officers, the representations set forth in Section 3(b) hereof are true and correct, (ii) confirming that the other

representations and warranties of the Company in this Agreement are true and correct and that the Company has complied with all agreements

and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date, and (iii) to the

effect set forth in paragraphs (a) and (c) above.

(e)            Comfort

Letters. (i) On the date of this Agreement and on the Closing Date, PricewaterhouseCoopers LLP shall have furnished to the Representatives,

at the request of the Company, letters, dated the respective dates of delivery thereof and addressed to the Underwriters, in form and

substance reasonably satisfactory to the Representatives, containing statements and information of the type customarily included in accountants’

“comfort letters” to underwriters with respect to the financial statements and certain financial information contained or

incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus; provided that

the letter delivered on the Closing Date shall use a “cut-off” date no more than three business days prior to such Closing

Date.

(ii) On the date of this Agreement

and on the Closing Date, the Company shall have furnished to the Representatives a certificate, dated the respective dates of delivery

thereof and addressed to the Underwriters, of its Chief Financial Officer with respect to certain financial data contained in the Pricing

Disclosure Package and the Prospectus, providing “management comfort” with respect to such information, in form and substance

reasonably satisfactory to the Representatives.

(f)            Opinion

and 10b-5 Statement of Counsel for the Company. Morgan, Lewis & Bockius LLP, counsel for the Company, shall have furnished

to the Representatives, at the request of the Company, their written opinion and 10b-5 statement, dated the Closing Date and addressed

to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

(g)            Opinion

of Intellectual Property Counsel for the Company. JA Kemp LLP, intellectual property counsel for the Company, shall have furnished

to the Representatives, at the request of the Company, their written opinion, dated the Closing Date and addressed to the Underwriters,

in form and substance reasonably satisfactory to the Representatives.

(h)            Opinion

and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received on and as of the Closing Date, an opinion

and 10b-5 statement, addressed to the Underwriters, of Cravath, Swaine & Moore LLP, counsel for the Underwriters, with respect

to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as

they may reasonably request to enable them to pass upon such matters.

(i)             No

Legal Impediment to Issuance and Sale. 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, prevent the

issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would,

as of the Closing Date, prevent the issuance or sale of the Securities.

(j)             Good

Standing. The Representatives shall have received on and as of the Closing Date, satisfactory evidence of the good standing of the

Company and its subsidiaries in their respective jurisdictions of organization and their good standing in such other jurisdictions as

the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental

authorities of such jurisdictions.

(k)            Exchange

Listing. The Underwritten Shares to be delivered on the Closing Date shall have been approved for listing on the Nasdaq Market, subject

to official notice of issuance.

(l)             Lock-up

Agreements. The “lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representatives

and certain officers and directors of the Company relating to sales and certain other dispositions of shares of Stock or certain other

securities, delivered to the Representatives on or before the date hereof, shall be in full force and effect on the Closing Date.

(m)            Warrants.

The Representatives shall have received a form of Warrant in form and substance reasonably acceptable to the Representatives.

(n)            Additional

Documents. On or prior to the Closing Date, the Company shall have furnished to the Representatives such further certificates and

documents as the Representatives may reasonably request.

All opinions, letters, certificates and evidence

mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form

and substance reasonably satisfactory to counsel for the Underwriters.

7.             Indemnification

and Contribution.

(a)            Indemnification

of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and

each person, if any, who controls such 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, damages and liabilities (including, without limitation, reasonable legal fees

and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses

are incurred), joint or several, that arise out of, or are based upon, (i) any untrue statement or alleged untrue statement of a

material fact contained in the Registration Statement or caused by any omission or alleged omission to state therein a material fact required

to be stated therein or necessary in order to make the statements therein, not misleading, or (ii) any untrue statement or alleged

untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus,

any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, any road

show as defined in Rule 433(h) under the Securities Act (a “road show”) or any Pricing Disclosure Package (including

any Pricing Disclosure Package that has subsequently been amended), or caused by any omission or alleged omission to state therein a material

fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each

case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any untrue statement or omission or

alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and agreed that

the only such information furnished by any Underwriter consists of the information described as such in paragraph (b) below.

(b)            Indemnification

of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its

officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15

of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above,

but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission

or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished

to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus

(or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including

any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information

furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession

figure appearing in the fifth paragraph under the caption “Underwriting.”

and Procedures. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be

brought or asserted against any person in respect of which indemnification may be sought pursuant to the preceding paragraphs of this

Section 7, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification

may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall

not relieve it from any liability that it may have under the preceding paragraphs of this Section 7 except to the extent that it

has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further,

that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise

than under the preceding paragraphs of this Section 7. If any such proceeding shall be brought or asserted against an Indemnified

Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall retain counsel reasonably satisfactory

to the Indemnified Person (who shall not, without the consent of the Indemnified Person, be counsel to the Indemnifying Person) to represent

the Indemnified Person and any others entitled to indemnification pursuant to this Section that the Indemnifying Person may designate

in such proceeding and shall pay the reasonable documented fees and expenses in such proceeding and shall pay the reasonable documented

fees and expenses of such counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person shall have the

right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the

Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed

within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall

have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to

the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying

Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential

differing interests between them. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding

or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any

local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any

such separate firm for any Underwriter, its affiliates, directors and officers and any control persons of such Underwriter shall be designated

in writing by the Representatives and any such separate firm for the Company, its directors, its officers who signed the Registration

Statement and any control persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable

for any settlement of any proceeding effected without its written consent, but if settled with such consent, the Indemnifying Person agrees

to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement. Notwithstanding the foregoing

sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees

and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding

effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Indemnifying Person

of such request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request

prior to the date of such settlement. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any

settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification

could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such

Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the

subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure

to act by or on behalf of any Indemnified Person.

(d)            Contribution.

If the indemnification provided for in paragraphs (a) or (b) above is unavailable to an Indemnified Person or insufficient in

respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu

of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result

of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received

by the Company, on the one hand, and the Underwriters on the other, from the offering of the Securities or (ii) if the allocation

provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative

benefits referred to in clause (i) but also the relative fault of the Company, on the one hand, and the Underwriters on the other,

in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant

equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters on the other, shall be

deemed to be in the same respective proportions as the net proceeds (after deducting underwriting discounts but before deducting expenses)

received by the Company from the sale of the Securities and the total underwriting discounts and commissions received by the Underwriters

in connection therewith, in each case as set forth in the table on the cover of the Prospectus, compared to the aggregate offering price

of the Securities. The relative fault of the Company, on the one hand, and the Underwriters on the other, shall be determined by reference

to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state

a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge,

access to information and opportunity to correct or prevent such statement or omission.

(e)            Limitation

on Liability. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to paragraph

(d) above were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or

by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above.

The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph

(d) above shall be deemed to include, subject to the limitations set forth above, any reasonable documented legal or other reasonable

documented expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of

paragraphs (d) and (e), in no event shall an Underwriter be required to contribute any amount in excess of the amount by which the

total underwriting discounts and commissions received by such Underwriter with respect to the offering of the Securities exceeds the amount

of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission

or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities

Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’

obligations to contribute pursuant to paragraphs (d) and (e) are several in proportion to their respective purchase obligations

hereunder and not joint.

(f)            Non-Exclusive

Remedies. The remedies provided for in paragraphs (a) through (e) are not exclusive and shall not limit any rights or remedies

which may otherwise be available to any Indemnified Person at law or in equity.

8.             Effectiveness

of Agreement. This Agreement shall become effective as of the date first written above.

9.             Termination.

This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Company, if after the execution and

delivery of this Agreement and on or prior to the Closing Date, (i) trading generally shall have been suspended or materially limited

on or by either of the New York Stock Exchange or The Nasdaq Stock Market; (ii) trading of any securities issued or guaranteed by

the Company shall have been suspended on any exchange or in any over-the-counter market; (iii) a general moratorium on commercial

banking activities shall have been declared by federal or New York State authorities; or (iv) there shall have occurred any outbreak

or escalation of hostilities or any change in financial markets or any calamity or crisis, either within or outside the United States,

that, in the judgment of the Representatives, is material and adverse and makes it impracticable or inadvisable to proceed with the offering,

sale or delivery of the Securities on the Closing Date on the terms and in the manner contemplated by this Agreement, the Pricing Disclosure

Package and the Prospectus.

10.            Defaulting

Underwriter.

(a)            If,

on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities that it has agreed to purchase hereunder on

such date, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities by other persons satisfactory

to the Company on the terms contained in this Agreement. If, within 36 hours after any such default by any Underwriter, the non-defaulting

Underwriters do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of 36 hours within

which to procure other persons satisfactory to the non-defaulting Underwriters to purchase such Securities on such terms. If other persons

become obligated or agree to purchase the Securities of a defaulting Underwriter, either the non-defaulting Underwriters or the Company

may postpone the Closing Date for up to five full business days in order to effect any changes that in the opinion of counsel for the

Company or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus or in any other document or

arrangement, and the Company agrees to promptly prepare any amendment or supplement to the Registration Statement and the Prospectus that

effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless

the context otherwise requires, any person not listed in Schedule I hereto that, pursuant to this Section 10, purchases Securities

that a defaulting Underwriter agreed but failed to purchase.

(b)            If,

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the

Closing Date does not exceed one-eleventh of the aggregate number of Securities to be purchased on such date, then the Company shall have

the right to require each non-defaulting Underwriter to purchase the number of Securities that such Underwriter agreed to purchase hereunder

on such date plus such Underwriter’s pro rata share (based on the number of Securities that such Underwriter agreed to purchase

on such date) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.

after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting

Underwriters and the Company as provided in paragraph (a) above, the aggregate number of Securities that remain unpurchased on the

Closing Date exceeds one-eleventh of the aggregate amount of Securities to be purchased on such date, or if the Company shall not exercise

the right described in paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting

Underwriters. Any termination of this Agreement pursuant to this Section 10 shall be without liability on the part of the Company,

except that the Company will continue to be liable for the payment of expenses as set forth in Section 11 hereof and except that

the provisions of Section 7 hereof shall not terminate and shall remain in effect.

(d)            Nothing

contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or any non-defaulting Underwriter

for damages caused by its default.

11.            Payment

of Expenses.

(a)            Whether

or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the Company will pay or cause

to be paid all costs and expenses incident to the performance of its obligations hereunder, including without limitation, (i) the

costs incident to the authorization, issuance, sale, preparation and delivery of the Securities and any taxes payable in that connection;

(ii) the costs incident to the preparation, printing and filing under the Securities Act of the Registration Statement, any Issuer

Free Writing Prospectus, any Pricing Disclosure Package and the Prospectus (including all exhibits, amendments and supplements thereto)

and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the

fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the

Securities under the laws of such jurisdictions as the Representatives may designate and the preparation, printing and distribution of

a Blue Sky Memorandum (including the related reasonable fees and expenses of counsel for the Underwriters), provided that the amount payable

by the Company pursuant to clause (iv) shall not exceed $10,000; (v) the cost of preparing stock certificates; (vi) the

costs and charges of any transfer agent and any registrar; (vii) all expenses and application fees incurred in connection with any

filing with, and clearance of the offering by, FINRA, provided that the amount payable by the Company pursuant to clause (vii) shall

not exceed $45,000; (viii) all expenses incurred by the Company in connection with any “road show” presentation to potential

investors; provided, however, that the Underwriters will pay all of the travel, lodging and other expenses of the Underwriters

or any of their employees incurred by them in connection with the “road show”, and provided, further, that the

Company will pay all of the cost of any aircraft chartered in connection with such road show with the prior approval of the Company; and

(ix) all expenses and application fees related to the listing of the Underwritten Shares on the Nasdaq Market.

(b)            If

(i) this Agreement is terminated pursuant to Section 9, (ii) the Company for any reason fails to tender the Securities

for delivery to the Underwriters (other than by reason of a default by any Underwriter) or, in the case of the Warrants, to the purchaser

thereof or (iii) the Underwriters decline to purchase the Securities for any reason permitted under this Agreement, the Company agrees

to reimburse the Underwriters for all out-of-pocket costs and expenses (including the fees and expenses of their counsel) reasonably incurred

by the Underwriters in connection with this Agreement and the offering contemplated hereby. For the avoidance of doubt, it is understood

that the Company shall not pay or reimburse any costs, fees or expenses incurred by an Underwriter that defaults on its obligations to

purchase the Securities.

12.            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 the officers and directors and any controlling persons referred to herein, and the affiliates of each Underwriter referred

to in Section 7 hereof. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable

right, remedy or claim under or in respect of this Agreement or any provision contained herein. No purchaser of Securities from any Underwriter

shall be deemed to be a successor merely by reason of such purchase.

13.            Survival.

The respective indemnities, rights of contribution, representations, warranties and agreements of the Company and the Underwriters contained

in this Agreement or made by or on behalf of the Company or the Underwriters pursuant to this Agreement or any certificate delivered pursuant

hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination

of this Agreement or any investigation made by or on behalf of the Company or the Underwriters or the directors, officers, controlling

persons or affiliates referred to in Section 7 hereof.

14.            Certain

Defined Terms. For purposes of this Agreement, (a) except where otherwise expressly provided, the term “affiliate”

has the meaning set forth in Rule 405 under the Securities Act; (b) the term “business day” means any day other

than a day on which banks are permitted or required to be closed in New York City; and (c) the term “subsidiary” has

the meaning set forth in Rule 405 under the Securities Act.

15.            Compliance

with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,

2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the

Company, which information may include the name and address of their respective clients, as well as other information that will allow

the Underwriters to properly identify their respective clients.

16.            Miscellaneous.

(a)            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives at (i) Leerink

Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York, NY 10019; Attention: Stuart Nayman; (ii) J.P. Morgan Securities LLC,

270 Park Avenue, New York, NY 10017, (fax (212) 622-8358); Attention: Equity Syndicate Desk and (iii) Cantor Fitzgerald &

Co., 110 East 59th Street, 6th Floor, New York, New York 10022; Attention: Equity Capital Markets or by email at prospectus@cantor.com.

Notices to the Company shall be given to it at 500 Unicorn Park, Suite 303, Woburn, Massachusetts 01801, (fax: (781) 926-0870); Attention:

Shawn Glidden, with a copy to Morgan, Lewis & Bockius LLP, One Federal Street, Boston, MA 02110; Attention: Timothy J. Corbett.

(b)            Governing

Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed

in accordance with the laws of the State of New York.

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement.

(d)            Recognition

of the U.S. Special Resolution Regimes.

(i) In the event that any Underwriter

that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of

this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would

be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws

of the United States or a state of the United States.

(ii) In the event that any Underwriter

that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime,

Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent

than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the

United States or a state of the United States.

As used in this Section 16(d):

“BHC Act Affiliate” has the meaning assigned to

the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is

defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined

in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that

term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of

(i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street

Reform and Consumer Protection Act and the regulations promulgated thereunder.

(e)            Counterparts.

This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each

of which shall be an original and all of which together shall constitute one and the same instrument. Counterparts may be delivered via

facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions

Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart

so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(f)            Amendments

or Waivers. No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall

in any event be effective unless the same shall be in writing and signed by the parties hereto.

(g)            Headings.

The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation

of, this Agreement.

If the foregoing is in accordance with your understanding,

please indicate your acceptance of this Agreement by signing in the space provided below.

Very truly yours,

REPLIMUNE GROUP, INC.

By:

/s/ Sushil Patel

Name: Sushil Patel

Title: Chief Executive Officer

[Signature Page – Underwriting Agreement]

Accepted: As of the date first written above

LEERINK PARTNERS LLC

By:

/s/ Sean Pitt

Name: Sean Pitt

Title: Senior Managing Director

[Signature Page – Underwriting Agreement]

Accepted: As of the date first written above

J.P. MORGAN SECURITIES LLC

By:

/s/ Brandon

Petillo

Name: Brandon Petillo

Title: ECM Executive Director

[Signature Page – Underwriting Agreement]

Accepted: As of the date first written above

CANTOR FITZGERALD & CO.

By:

/s/ Asif Ahmed

Name: Asif Ahmed

Title: Co-Head of Equity Capital Markets, Managing Director

[Signature Page – Underwriting Agreement]

Schedule

Number of

Number of Warrant

Underwriters

Underwritten Shares

Leerink Partners LLC

3,880,596

1,094,536

J.P. Morgan Securities LLC

3,880,596

1,094,536

Cantor Fitzgerald & Co.

1,940,298

547,268

Annex

Pricing Information Provided Orally by the Underwriters

Offering Price per Share:

$              12.06

Number of Underwritten Shares:

9,701,490

Offering Price per Warrant Share:

$ 12.0599

Number of Warrant Shares:

2,736,340

Annex

None.

Exhibit A

FORM OF LOCK-UP AGREEMENT

[●], 2026

Leerink Partners LLC

J.P. Morgan Securities LLC

Cantor Fitzgerald & Co.

As Representatives of the several

Underwriters

listed in Schedule I to the

Underwriting Agreement referred to

below,

c/o Leerink Partners LLC

1301 Avenue of the Americas, 5th Floor

New York, New York 10019

c/o J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

c/o Cantor Fitzgerald & Co.

110 East 59th Street, 6th Floor

New York, New York 10022

Re:          Replimune

Group, Inc. —Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives

(the “Representatives”) of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting

Agreement”) with Replimune Group, Inc., a Delaware corporation (the “Company”), providing for the offering (the

“Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”),

of shares of Common Stock (as defined below) and pre-funded warrants to purchase shares of Common Stock (collectively, the “Securities”).

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement

to purchase and make the Offering of the Securities, and for other good and valuable consideration, receipt of which is hereby acknowledged,

the undersigned hereby agrees that, without the prior written consent of Lock-Up Representatives, the undersigned will not, during the

period beginning on the date of this letter agreement (this “Letter Agreement”) and ending 45 days after the date of the final

prospectus supplement relating to the Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer,

pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right

or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 par value

per share, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common

Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned

in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities

which may be issued upon exercise of a stock option or warrant), (2) enter into any swap or other agreement that transfers, in whole

or in part, any of the economic consequences of ownership of the Common Stock or such other securities, whether any such transaction described

in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) make

any demand for or exercise any right with respect to the registration of any shares of Common Stock or any security convertible into or

exercisable or exchangeable for Common Stock, or (4) publicly disclose the intention to do any of the foregoing. The undersigned

acknowledges and agrees that the foregoing precludes the undersigned from engaging in any hedging or other transactions or arrangements

(including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof,

forward, swap or any other derivative transaction or instrument, however described or defined) designed or intended, or which could reasonably

be expected to lead to or result in, a sale or disposition or transfer (whether by the undersigned or any other person) of any economic

consequences of ownership, in whole or in part, directly or indirectly, of any such securities, whether any such transaction or arrangement

(or instrument provided for thereunder) would be settled by delivery of such securities, in cash or otherwise, in each case other than:

(A) transactions relating to shares of Common

Stock or other securities that the undersigned may purchase in the Offering (provided that the undersigned is not an officer or director

of the Company) or in open market transactions during the Restricted Period,

(B) the exercise, including by “net”

exercise, of any options or warrants to acquire shares of Common Stock, the conversion of any convertible security into Common Stock or

vesting of any restricted stock units, each as described in the registration statement related to the Offering, or issued pursuant to

an equity plan described in the registration statement related to the Offering, it being understood that any shares of Common Stock received

by the undersigned upon such exercise, conversion or vesting shall be subject to the restrictions on transfers set forth in this Letter

Agreement,

such number of shares of Common Stock acquired by the undersigned in connection with the exercise of such options or warrants on a “net”

exercise basis or the vesting of restricted stock units described in the foregoing clause,

(D) the sale or transfer to the Company of

such number of shares of Common Stock necessary to generate only such amount of cash needed for the payment of taxes (including estimated

taxes) due as a result of the exercise of such options or warrants or the vesting of restricted stock units described in clause (C),

(E) transfers of shares of Common Stock or

such other securities as a bona fide gift or gifts (including without limitation to a charitable organization) or pursuant to a negotiated

divorce settlement, in each case in a transaction not involving a disposition for value,

(F) transfers by operation of law, including

pursuant to a qualified domestic relations order,

(G) distributions or transfers of shares of

Common Stock or other securities to subsidiaries, limited or general partners, members, managers, managing members, officers, directors,

employees, stockholders or affiliates (as such term is defined in Rule 405 as promulgated by the Commission under the Securities

Act of 1933, as amended) of, or any investment fund or other entity that controls or manages, the undersigned or the undersigned’s

affiliates (as defined above) or to any investment fund or other entity controlled or managed by the undersigned or under common control

of the undersigned, or if the undersigned is an investment company registered under the Investment Company Act of 1940, as amended (a

“Mutual Fund”), pursuant to a merger or reorganization with or into another Mutual Fund that shares the same investment adviser

registered pursuant to the requirements of the Investment Advisers Act of 1940, as amended, in each case in a transaction not involving

a disposition for value,

(H) transfers of shares of Common Stock or

other securities to any immediate family member, trusts for the direct or indirect benefit of the undersigned or one or more of the immediate

family members of the undersigned or any of their successors upon death, or any partnerships or limited liability company, the partners

or members of which consist of or are for the direct or indirect benefit of the undersigned and/or immediate family members or other dependent

of the undersigned (for purposes of this Letter Agreement, “immediate family” means any relationship by blood, marriage or

adoption, not more remote than first cousin), in each case in a transaction not involving a disposition for value,

(I) if the undersigned is a trust, transfers

to a trustor or beneficiary of the trust, in each case in a transaction not involving a disposition for value,

(J) transfers or dispositions of shares of

Common Stock or such other securities by will, other testamentary document or intestate succession to the legal representative, heir,

beneficiary or a member of the immediate family of the undersigned in a transaction not involving a disposition for value,

(K) conversion of preferred stock into shares

of Common Stock in connection with the consummation of the Offering, it being understood that any such shares of Common Stock received

by the undersigned upon such conversion shall be subject to the restrictions on transfer set forth in this Letter Agreement, and

(L) transfers of shares of Common Stock made

pursuant to a contract, instruction or plan adopted pursuant to Rule 10b5-1 of the Exchange Act (a “Plan”) prior to the

date hereof; provided that (1) no amendment, waiver or other modification shall be made to any such Plan during the Restricted

Period and (2) any filing under Section 16(a) of the Exchange Act that is made in connection with any such transfers during

the Restricted Period shall state (x) that such transfers have been executed under a trading plan adopted pursuant to Rule 10b5-1

under the Exchange Act and (y) the date of adoption of such plan, provided that in the case of any transfer or distribution

pursuant to clause (E), (G), (H), (I) or (J), each donee or distributee shall execute and deliver to the Representatives a lock-up

letter in the form of this Letter Agreement; and provided, further, that in the case of any transfer or distribution pursuant to

clauses (B), (C), (D), (E) and (G) through (I), no filing by any party (donor, donee, transferor or transferee) under the Exchange

Act or other public announcement reporting a reduction in the beneficial ownership shall be required or shall be made voluntarily in connection

with such transfer or distribution (other than a filing on a Form 5, Schedule 13G (or 13G/A) or 13F made after the expiration of

the Restricted Period referred to above).

In addition, the foregoing paragraph shall not

apply to the establishment of a Plan by the undersigned after the date hereof for the sale or transfer of shares of Common Stock; provided

that such Plan does not provide for the sale or transfer of Common Stock during the Restricted Period and, no public announcement or filing

under the Exchange Act, if any, is required of or is voluntarily made by or on behalf of the undersigned or the Company regarding such

Plan.

The restrictions contained herein shall not apply

to any transfers, sales, tenders or other dispositions of Common Stock or any security convertible into or exercisable or exchangeable

for Common Stock pursuant to a bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction that

is approved by the Company’s Board of Directors and made to or involving all holders of the Common Stock or such other securities

pursuant to a change of control of the ownership of the Company (including, without limitation, the entry into any lock-up, voting or

similar agreement pursuant to which the undersigned may agree to transfer, sell, tender or otherwise dispose of Common Stock or other

such securities in connection with any such transaction, or vote any securities in favor of any such transaction); provided

that if such bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction is not completed, any

Common Stock or any security convertible into or exercisable or exchangeable for Common Stock subject to this Letter Agreement shall remain

subject to the restrictions contained in this Letter Agreement. For purposes of this Letter Agreement, “change of control”

shall mean the consummation of any bona fide third-party tender offer, merger, amalgamation, consolidation or other similar transaction

the result of which is that any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons,

other than the Company, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of 50% of total voting

power of the voting stock of the Company.

If any percentage of the Common Stock or any security

convertible into or exercisable or exchangeable for Common Stock held by any person or entity other than the undersigned that is subject

to a lock-up agreement related to the Offering similar in form to this Letter Agreement is released from any restrictions set forth in

such lock-up agreement, the same percentage (relative to the total holdings of the stockholder being released from such restrictions)

of the Common Stock or any security convertible into or exercisable or exchangeable for Common Stock held by the undersigned shall be

immediately and fully released from any remaining restrictions on transfer set forth in this Letter Agreement concurrently therewith;

provided, however, that the Lock-Up Representatives will not be obligated to release the undersigned from the restrictions

on transfer set forth in this Letter Agreement unless the Lock-Up Representatives have first released more than 1%, in the aggregate,

of the Company’s total outstanding shares of Common Stock (calculated on an as-converted basis pre- Offering) from such restrictions;

provided that directors and officers may be released from such restrictions solely due to financial hardship as determined by the

Lock-Up Representatives in their sole judgment. In the event that, as a result of this paragraph, the undersigned is released from any

of its obligations under this Letter Agreement or, by virtue of this Letter Agreement, becomes entitled to offer, pledge, sell, contract

to sell, or otherwise transfer or dispose of any Common Stock or any security convertible into or exercisable or exchangeable for Common

Stock prior to the date that is 45 days after the date of the Prospectus, the Lock-Up Representatives shall notify the Company within

one (1) business day of the effective date of such release, and the Company, in turn, in consultation with the Lock-Up Representatives

shall notify the undersigned within two (2) business days thereafter.

In furtherance of the foregoing, the Company, and

any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline

to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants

that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be

conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the

undersigned.

The undersigned acknowledges and agrees that the

Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersigned

with respect to the Offering of the Securities and the undersigned has consulted their own legal, accounting, financial, regulatory and

tax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives may

be required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering,

the Representatives and the other Underwriters are not making a recommendation to you to enter into this Letter Agreement and nothing

set forth in such disclosures is intended to suggest that the Representatives or any other Underwriter is making such a recommendation.

Notwithstanding anything to the contrary contained

herein, if (1) the Company files an application with the Commission to withdraw the registration statement relating to the Offering

prior to the closing of the sale of the Securities in the Offering, (2) the Underwriting Agreement does not become effective by September 30,

2026, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated

prior to payment for and delivery of the Common Stock to be sold thereunder, (3) the Representatives, on behalf of the Underwriters,

advise the Company, or the Company advises the Representatives, in writing, prior to the execution of the Underwriting Agreement, that

they have determined not to proceed with the Offering or (4) the closing of the Offering shall not have occurred on or before September 30,

2026, then, in each case the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands

that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Letter Agreement.

This Letter Agreement and any claim, controversy

or dispute arising under or related to this Letter Agreement shall be governed by and construed in accordance with the laws of the State

of New York.

Very truly yours,

[NAME OF DIRECTOR / OFFICER]

By:

Name:

Title:

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2622673d1_ex4-1.htm · Sequence: 3

Exhibit 4.1

REPLIMUNE GROUP, INC.

FORM OF PRE-FUNDED WARRANT TO

PURCHASE COMMON STOCK

Number of Shares: [●]

(subject to adjustment)

Warrant No. [●]

Original Issue Date: [●], 2026

Replimune Group, Inc., a Delaware corporation (the “Company”),

hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or

its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company

up to a total of [●] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company

(each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price

per share equal to $0.0001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise

Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,

transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original

Issue Date”), subject to the following terms and conditions:

1. Definitions. For purposes of this Warrant, the following

terms shall have the following meanings:

(a) “Affiliate” means

any Person directly or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used in and construed

under Rule 405 under the Securities Act, but only for so long as such control shall continue.

(b) “Commission” means

the United States Securities and Exchange Commission.

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade

price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg L.P., or if the security

is not listed for trading on a national securities exchange or other trading market on the relevant date, the last quoted bid price for

the security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. (or a similar organization or agency

succeeding to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on

any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined

by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the

Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’

determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for

any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

(d) “Principal Trading Market”

means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading,

which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.

(e) “Registration Statement”

means the registration statement (File No. 333-287536), including a prospectus, filed with the Commission on May 23, 2025, as amended by Amendment No.1 to the registration

statement on Form S-3 filed on November 6, 2025, pursuant to the Securities Act.

(f) “Securities Act” means

the Securities Act of 1933, as amended.

(g) “Trading Day” means

any weekday on which the Principal Trading Market is open for trading. If the Common Stock is not listed or admitted for trading, “Trading

Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on

which banking institutions in New York City are authorized or required by law or other governmental action to close.

(h) “Transfer Agent” means Computershare Trust

Company, N.A., the Company’s transfer agent and registrar for the Common Stock, and any successor appointed in such capacity.

2. Issuance of Securities; Registration of Warrants. The Warrant,

as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original Issue Date, the Warrant

Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement

or an exchange meeting the requirements of Section 3(a)(9) of the Securities Act as in effect on the Original Issue Date, the

Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act as of the Original

Issue Date. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to

which this Warrant is assigned hereunder) 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.

3. Registration of Transfers. Subject to compliance with all

applicable securities laws and the rules of the Principal Trading Market, the Company shall, or will cause its Transfer Agent to,

register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all

applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the

form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred

shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall

be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such

transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company

shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3.

Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all

purposes, and the Company shall not be affected by any notice to the contrary.

4. Exercise and Duration of Warrants.

(a) All or any part of this Warrant shall

be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original

Issue Date.

(b) The Holder may exercise this Warrant

by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”),

completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being

exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10

below). The date on which such exercise notice is delivered to the Company (as determined in accordance with the notice provisions hereof)

is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise

hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance

of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. 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.

5. Delivery of Warrant Shares.

(a) Upon exercise of this Warrant, the Company

shall promptly (but in no event later than one (1) Trading Day after the Exercise Date), upon the request of the Holder, cause the

Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to

the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit

Withdrawal Agent Commission system or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program (the

“FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability, issue

and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s

share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant

to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder

to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective

of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing

such Warrant Shares, as the case may be.

(b) If by the close of the first (1st) Trading

Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares

in the manner required pursuant to Section 5(a) or fails to cause the Transfer Agent to credit the Holder’s DTC

account for such number of Warrant Shares to which the Holder is entitled, and if after such first (1st) Trading Day and prior to the

receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) 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, within three (3) Trading Days after the Holder’s written request and in the Holder’s sole discretion,

either (i) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions,

if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to

issue such Warrant Shares) or to cause the Holder’s DTC account to be credited for such Warrant Shares shall terminate or (ii) promptly

deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to

the excess (if any) of Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so

purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the

Closing Sale Price of a share of Common Stock on the Exercise Date.

to Section 5(b), the Company’s obligations to cause the Transfer Agent to issue and deliver Warrant Shares in accordance

with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,

irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,

the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation

or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such

obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing

herein shall limit the 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 certificates

representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

6. Charges, Taxes and Expenses. Issuance and delivery of certificates

for shares of Common Stock, if any, upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer

tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such

certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not

be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant

Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other

tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

7. Replacement of Warrant. If this Warrant is mutilated, lost,

stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in

lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of

such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by

the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures

and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation

of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation

to issue the New Warrant.

8. Reservation of Warrant Shares. The Company covenants that

it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued

and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as

herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free

from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and

restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance

and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully

paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock

may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange

or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior

written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.

9. Certain Adjustments. The Exercise Price and number of Warrant

Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.

(a) Stock Dividends and Splits. If

the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution

on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the

Original Issue Date that is payable in shares of Common Stock, (ii) subdivides its outstanding shares of Common Stock into a larger

number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into a smaller number of shares of Common

Stock or (iv) issues by reclassification of shares of capital stock any additional shares of Common Stock of the Company, then in

each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock

outstanding immediately before such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately

after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record

date for the determination of stockholders entitled to receive such dividend or distribution, provided, however, that if

such record date shall have been fixed and such dividend is not fully paid on the date fixed therefor, the Exercise Price shall be recomputed

accordingly as of the close of business on such record date and thereafter the Exercise Price shall be adjusted pursuant to this paragraph

as of the time of actual payment of such dividends. Any adjustment pursuant to clause (ii) or (iii) of this paragraph shall

become effective immediately after the effective date of such subdivision or combination.

(b) Pro Rata Distributions. If the

Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences

of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph), (iii) rights

or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),

other than a reclassification as to which Section 9(c) applies, 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 ownership limitation set forth in Section 11(a) hereof) 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 Common Stock are to

be determined for the participation in such Distribution provided, however, to the extent that the Holder’s right

to participate in any such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof,

then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any 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 the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the

Holder exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has

exercised this Warrant.

at any time while this Warrant is outstanding, (i) the Company effects any merger or consolidation of the Company with or into another

Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger

or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger

or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction

or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),

holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company

or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or

other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with

another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except for

any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same

proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of

the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other

securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)

(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have

the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled

to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the

holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise

contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which

the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate

Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to

Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving

entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate

Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under

this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous to a Fundamental Transaction.

(d) Number of Warrant Shares. Simultaneously

with any adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would

have been effected but for the final sentence in this paragraph (d)), the number of Warrant Shares that may be purchased upon exercise

of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder

for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior

to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock

then in effect.

(e) Calculations. All calculations

under this Section 9 shall be made to the nearest one-hundredth of one cent or the nearest share, as applicable.

(f) Notice of Adjustments. Upon the

occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder,

promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth

such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities

issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail

the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate

to the Holder and to the Transfer Agent.

(g) Notice of Corporate Events. If,

while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property

in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital

stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder

approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs

of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the

Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective

date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided,

however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required

to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any

agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other

than a Fundamental Transaction under clause (iii) of Section 9(c), then, except if such notice and the contents thereof

shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction

at least ten (10) days prior to the date such Fundamental Transaction is consummated.

10. Payment of Cashless Exercise Price. Notwithstanding anything

contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless

exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected

pursuant to Section 3(a)(9) of the Securities Act as determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number of Warrant Shares

to be issued to the Holder;

“Y” equals the total number of Warrant

Shares with respect to which this Warrant is then being exercised;

“A” equals the Closing Sale Price

per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and

“B” equals the Exercise Price per

Warrant Share then in effect on the Exercise Date.

For purposes of Rule 144 promulgated under the Securities Act,

it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise” transaction shall

be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the

Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).

In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any

reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as

set forth in this Section 10.

In no event will the exercise of this Warrant be settled in cash.

11. Limitations on Exercise.

(a) Notwithstanding anything to the contrary

contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant

for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise,

would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any other Persons

whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.99% (the “Maximum Percentage”)

of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined

voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial

ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed

9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes

of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares

of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with

the Commission prior to the Exercise Date, (y) a more recent public announcement by the Company or (z) any other notice by the

Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder,

the Company shall within three (3) Trading Days confirm in writing or by electronic mail 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 since the date as of which such number of outstanding

shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum

Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that any such increase or decrease will

not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a),

the aggregate number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other

Persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of

the Exchange Act shall include the shares of Common Stock issuable upon the 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 (x) exercise of the remaining

unexercised and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted

or non-cancelled portion of any other securities of the Company that do not have voting power (including without limitation any securities

of the Company 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), is subject to a limitation on conversion or exercise analogous to the limitation

contained herein and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common

Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.

(b) This Section 11 shall not

restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities

or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of

this Warrant.

12. No Fractional Shares. No fractional Warrant Shares will

be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number

of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market

value (based on the Closing Sale Price) for any such fractional shares.

13. Notices. Any and all notices or other communications or

deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective

on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail prior

to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication

is delivered via facsimile or confirmed e-mail on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any

Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying

next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.

The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company:

Replimune Group, Inc.

Attention: Shawn Glidden

500 Unicorn Park Drive, Suite 103

Woburn, MA 01801

Telephone: (781) 222-9600

Fax: (781) 926-0870

Email: shawn.glidden@replimune.com

If to the Holder, to its address, facsimile number or e-mail

address set forth herein or on the books and records of the Company.

Or, in each of the above instances, to such other address, facsimile

number or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days

prior to the effectiveness of such change.

14. Warrant Agent. The Company shall initially serve as warrant

agent under this Warrant. Upon ten (10) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation

into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company

or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all

of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act.

Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage

prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

15. Miscellaneous.

(a) No Rights as a Stockholder. The

Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed

the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the

Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any

right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,

consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or

otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise

of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase

any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted

by the Company or by creditors of the Company.

(b) Authorized Shares. 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 or articles 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 non-assessable 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.

to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company

without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding

on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence,

nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy

or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors

and assigns.

(d) Amendment and Waiver. Except as

otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit

to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.

(e) Acceptance. Receipt of this Warrant

by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f) Governing Law; Jurisdiction. ALL

QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND

ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE

COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF

NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED

HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THE WARRANT OR ANY OF THE DOCUMENTS DELIVERED HEREUNDER), AND

HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO

THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS

TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT

DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE

GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE

PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g) Headings. The headings herein

are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

(h) Severability. In case any one

or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining

terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt

in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so

agreeing, shall incorporate such substitute provision in this Warrant.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused this

Warrant to be duly executed by its authorized officer as of the date first indicated above.

REPLIMUNE GROUP, INC.

By:

Name: [●]

Title: [●]

[Signature Page to Warrant]

SCHEDULE 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase Warrant

Shares under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. __ (the

“Warrant”) issued by Replimune Group, Inc., a Delaware corporation (the “Company”). Capitalized terms used

herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase Warrant

Shares pursuant to the Warrant.

(3) The Holder intends that payment of the Exercise Price shall

be made as (check one):

Cash Exercise

“Cashless Exercise” under Section 10

of the Warrant

(4) If the Holder has elected a Cash Exercise, the Holder shall

pay the sum of $ __________ in immediately available funds to the Company in accordance with the terms of the Warrant.

(5) Pursuant to this Exercise Notice, the Company shall deliver

to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following

DWAC Account Number:

(6) By its delivery of this Exercise Notice, the undersigned represents

and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder, its Affiliates and any other Person whose

beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange

Act will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of

the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice

relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name

of Holder as specified on the face of the Warrant)

EX-5.1 — EXHIBIT 5.1

EX-5.1

Filename: tm2622673d1_ex5-1.htm · Sequence: 4

Exhibit 5.1

August 10, 2026

Replimune Group, Inc.

500 Unicorn Park, Suite 303

Woburn, MA 01801

Ladies and Gentlemen:

We have acted as counsel to Replimune Group, Inc.,

a Delaware corporation (the “Company”), in connection with the offering and sale by the Company of up to 9,701,490

shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”)

and pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,736,340 shares of Common Stock (the “Pre-Funded

Warrant Shares”), pursuant to the Underwriting Agreement, dated August 9, 2026 (the “Underwriting Agreement”),

by and among the Company, Leerink Partners LLC, J.P. Morgan Securities LLC and Cantor Fitgerald & Co. (together, the “Underwriters”).

In connection with this opinion letter, we have

examined the Registration Statement on Form S-3 (Registration No. 333-287536) filed with the Securities and Exchange Commission

(the “SEC”) on May 23, 2025, as amended by Amendment No. 1 to the Registration Statement on Form S-3

filed on November 6, 2025 (as so amended, the “Shelf Registration Statement”), pursuant to the Securities Act

of 1933, as amended, the Underwriting Agreement, the Pre-Funded Warrants and originals, or copies certified or otherwise identified to

our satisfaction, of the Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) and the

Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes

of the opinion set forth herein.

We have assumed the genuineness of all signatures,

the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals

of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents

submitted to us as copies.

With respect to the Pre-Funded Warrants, we have

assumed that, as of each and every time any of the Pre-Funded Warrants are exercised, the Company will have a sufficient number of authorized

and unissued shares of the Common Stock available for issuance under its Restated Certificate to permit full exercise of each of the Pre-Funded

Warrants in accordance with their terms without the breach or violation of any other agreement, commitment or obligation of the Company.

Based upon the foregoing, we are of the opinion

that (i) the Shares have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company

against receipt of the purchase price therefor, in the manner contemplated by the Underwriting Agreement, will be validly issued, fully

paid and non-assessable; (ii) when the Pre-Funded Warrants are issued, sold and delivered in the manner and for the consideration

stated in the Shelf Registration Statement, such Pre-Funded Warrants will be valid and binding obligations of the Company, enforceable

against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium

and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and (iii) the

Pre-Funded Warrant Shares, when issued and delivered by the Company upon exercise of the Pre-Funded Warrants in accordance with the terms

thereof, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to Delaware

General Corporation Law.

Morgan, Lewis & Bockius llp

101 Park Avenue

New York, NY 10178-0060

+1.212.309.6000

United States

+1.212.309.6001

August 10, 2026

Page 2

We hereby consent to the reference to us under

the heading “Legal Matters” in the prospectus included in the Shelf Registration Statement, and to the filing of this opinion

as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about the date hereof, which will be incorporated

by reference in the Shelf Registration Statement. In giving the foregoing consents, we do not thereby admit that wea re within the category

of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC thereunder.

Very truly yours,

/s/ MORGAN, LEWIS & BOCKIUS LLP

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622673d1_ex99-1.htm · Sequence: 5

Exhibit 99.1

Replimune Announces Pricing of $150.0 Million

Underwritten Offering

August 10, 2026

BOSTON, August 10, 2026 (GLOBE NEWSWIRE)

-- Replimune Group, Inc. (Nasdaq: REPL) (“Replimune”), a commercial-stage biotechnology company pioneering the development

of novel oncolytic immunotherapies, today announced the pricing of an underwritten offering of 9,701,490 shares of its common stock at

an offering price of $12.06 per share and, in lieu of common stock to certain investors, pre-funded warrants to purchase 2,736,340 shares

of its common stock at a purchase price of $12.0599 per pre-funded warrant, which equals the offering price per share of the common stock

less the $0.0001 per share exercise price of each pre-funded warrant. The aggregate gross proceeds from the offering are expected to be

approximately $150 million, before deducting underwriting discounts and commissions and other offering expenses. All of the securities

in the offering are to be sold by Replimune. The offering is expected to close on August 11, 2026, subject to the satisfaction of

customary closing conditions.

Leerink Partners, J.P. Morgan, and Cantor are

acting as the bookrunning managers for the offering.

The securities are being offered by Replimune

pursuant to its shelf registration statement on Form S-3, including a base prospectus, that was previously filed by Replimune with the

Securities and Exchange Commission (the “SEC”) on May 23, 2025, as amended by Amendment No. 1 to the Registration Statement

on Form S-3 filed with the SEC on November 6, 2025. A prospectus supplement relating to the offering, and the accompanying prospectus,

will be filed with the SEC. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be

obtained, when available, by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and

the accompanying prospectus, when available, may be obtained from Leerink Partners LLC, Attention: Syndicate Department, 53 State Street,

40th Floor, Boston, Massachusetts 02109, by telephone at (800) 808-7525, ext. 6105, or by email at syndicate@leerink.com; J.P.

Morgan Securities LLC, Attention: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com

and postsalemanualrequests@broadridge.com; and Cantor Fitzgerald & Co., Attention: Equity Capital Markets, 110 East 59th Street,

6th Floor, New York, New York 10022, or by email at prospectus@cantor.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor

shall there be any sale of securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior

to registration or qualification under the securities laws of any such state or jurisdiction.

About Replimune

Replimune Group, Inc., headquartered in Woburn,

MA, was founded in 2015 with the mission to transform cancer treatment by pioneering the development of novel oncolytic immunotherapies,

including the Company’s first commercially available product TUDRIQEVTM (vusolimogene oderparepvec-wtpg), approved under accelerated

approval by the U.S. Food and Drug Administration in combination with nivolumab for the treatment of adults with advanced melanoma who

experienced disease progression on a PD-1 antibody-based regimen. Replimune’s proprietary RPx platform is based on a potent HSV-1

backbone intended to maximize immunogenic cell death and induce a systemic anti-tumor immune response. Upon intratumor injection, RPx

causes direct selective virus-mediated killing of the tumor resulting in the release of tumor derived antigens, alteration of the tumor

microenvironment, and when dosed in combination with an immune checkpoint inhibitor immunotherapy, it may ignite a systemic anti-tumor

response. The RPx product candidates are expected to be synergistic with most established and experimental cancer treatment modalities,

leading to the versatility to be developed alone or combined with a variety of other treatment options.

Forward-Looking Statements

This press release contains 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, as amended, including statements regarding the timing of closing of our offering, the gross proceeds we expect to receive from

our offering and other statements identified by words such as “could,” “expects,” “intends,” “may,”

“plans,” “potential,” “should,” “will,” “would,” or similar expressions and

the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety

of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those

contemplated in such forward-looking statements. These factors include risks related to our limited experience in commercializing products

for sale, our ability to successfully verify the clinical benefit of TUDRIQEV in our ongoing confirmatory Phase 3 trial, IGNYTE-3,

our ability to meet our product manufacturing goal, the timing and scope of future regulatory approvals, the availability of combination

therapies needed to conduct our clinical trials, changes in laws and regulations to which we are subject, competitive pressures, our ability

to identify additional product candidates, the impact of political and global macro factors and military conflicts, and other risks as

may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we

file with the Securities and Exchange Commission. Our actual results could differ materially from the results described in or implied

by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as required by law, we undertake

no obligation to update or revise these forward-looking statements.

Investor Inquiries

Chris Brinzey

ICR Westwicke

339.970.2843

chris.brinzey@westwicke.com

Media Inquiries

Arleen Goldenberg

Replimune

917.548.1582

media@replimune.com

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Aug. 09, 2026

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Entity File Number

001-38596

Entity Registrant Name

REPLIMUNE GROUP, INC.

Entity Central Index Key

0001737953

Entity Tax Identification Number

82-2082553

Entity Incorporation, State or Country Code

Entity Address, Address Line One

500

Unicorn Park Drive

Entity Address, Address Line Two

Suite 303

Entity Address, City or Town

Woburn

Entity Address, State or Province

Entity Address, Postal Zip Code

01801

City Area Code

781

Local Phone Number

222-9600

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Common Stock, par value $0.001 per share

Trading Symbol

REPL

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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