Form 8-K
8-K — PAVmed Inc.
Accession: 0001493152-26-042021
Filed: 2026-09-10
Period: 2026-09-09
CIK: 0001624326
SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): September 9, 2026
PAVMED
INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
001-37685
47-1214177
(State
or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS
Employer
Identification No.)
360
Madison Avenue, 25th Floor, New York, New York
10017
(Address
of Principal Executive Offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (917) 813-1828
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐
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
PAVM
The
Nasdaq Stock Market LLC
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry Into a Material Definitive Agreement.
On
September 9, 2026, PAVmed Inc. (the “Company”) entered into a Sales Agreement (the “Agreement”)
with A.G.P./Alliance Global Partners, as sales agent (the “Agent”), pursuant to which the Company may offer and sell,
from time to time through or to the Agent (the “Offering”), shares of its common stock (the “Shares”).
Under
the Agreement, the Agent may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined
in Rule 415 promulgated under Securities Act of 1933, as amended (the “Securities Act”). Under the Sales Agreement,
the Company may not issue or sell through the Agent a number or dollar amount of Shares that would exceed (a) the number or dollar amount
of shares registered on the registration statement pursuant to which the offering is being made, (b) the number of authorized but unissued
shares of common stock, (c) the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 or (d) the number
or dollar amount of shares for which the Company has filed a prospectus supplement. As of the date of this report, such maximum amount
is $9,400,000 of Shares, the amount of Shares set forth in the prospectus supplement described below.
The
Company will pay the Agent a commission of 3.0% of the aggregate gross sales prices of the Shares. The Company will also reimburse the
Agent for fees and disbursements of its legal counsel (i) in an amount not to exceed $65,000 in connection with the execution of the
Agreement, (ii) in an amount not to exceed $7,500 per calendar quarter thereafter payable in connection with each representation date
with respect to which the Company is obligated to deliver a certificate to the Agent pursuant to the Agreement for which no waiver is
applicable and excluding the date of the Agreement, and (iii) in an amount not to exceed $12,500 payable in connection with each program
“refresh” (such as the filing of a new registration statement, prospectus, or prospectus supplement relating to the Offering
or an amendment to the Agreement). The Agreement contains customary representations and warranties, covenants and indemnification and
contribution obligations, including indemnification and contribution for liabilities under the Securities Act. The Agreement may be terminated
by us or by the Agent at any time in our or its sole discretion by giving ten business days’ written notice to the other party,
or by the Agent immediately in certain circumstances.
The
Company intends to use the net proceeds from the Offering for working capital and general corporate purposes.
The
Shares are being offered and sold pursuant to the Company’s effective shelf registration statement under the Securities Act on
Form S-3 (File No. 333-283994), which was declared effective by the Securities and Exchange Commission (the “SEC”)
on April 15, 2025, and a prospectus supplement relating to the Shares, dated September 9, 2026, which the Company filed with the SEC
pursuant to Rule 424(b)(3) under the Securities Act on September 9, 2026.
The
Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. A copy of the opinion of Graubard Miller relating
to the legality of the issuance and sale of the securities in the Offering is attached hereto as Exhibit 5.1. The foregoing description
of the Agreement and the Offering does not purport to be complete and is qualified in its entirety by reference to such exhibit.
The
Agreement has been included to provide investors and security holders with information regarding its terms. The Agreement is not intended
to provide any other factual information about the Company. The representations, warranties and covenants contained in the Agreement
were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements,
may in some cases be made solely for the allocation of risk between the parties and may be subject to limitations agreed upon by the
contracting parties.
This
report shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation,
or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit
No.
Description
1.1
Sales agreement.
5.1
Opinion of Graubard Miller.
23.1
Consent of Graubard Miller (included in Exhibit 5.1).
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
September 9, 2026
PAVMED
INC.
By:
/s/
Dennis McGrath
Dennis
McGrath
President
and Chief Financial Officer
EX-1.1
EX-1.1
Filename: ex1-1.htm · Sequence: 2
Exhibit
1.1
Execution
Version
PAVMED
INC.
Shares
of Common Stock
(par
value $0.001 per share)
Sales
Agreement
September
9, 2026
A.G.P./Alliance
Global Partners
590
Madison Avenue
New
York, NY 10022
Ladies
and Gentlemen:
PAVmed
Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”)
with A.G.P./Alliance Global Partners (the “Agent”), as follows:
1.
Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject
to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares of common stock
(the “Placement Shares”) of the Company, par value $0.001 per share (the “Common Stock”);
provided, however, that in no event shall the Company issue or sell through the Agent such number or dollar amount of Placement
Shares that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement
(defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock
(less shares of Common Stock issuable upon exercise, conversion or exchange of any outstanding securities of the Company or otherwise
reserved from the Company’s authorized capital stock), (c) exceed the number or dollar amount of shares of Common Stock permitted
to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (d) exceed the number or dollar amount of shares
of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), the “Maximum
Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the
limitations set forth in this Section 1 on the amount of Placement Shares issued and sold under this Agreement shall be the sole
responsibility of the Company and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement
Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which will
be declared effective by the Securities and Exchange Commission (the “Commission”) prior to the issuance of
any Placement Notices by the Company, although nothing in this Agreement shall be construed as requiring the Company to use the Registration
Statement to issue Common Stock.
The
Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”)
and the rules and regulations thereunder (the “Securities Act Regulations”), with the Commission a registration
statement on Form S-3 (File No. 333-283994), including a base prospectus, relating to certain securities, including the Placement Shares
to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file
in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and the rules and regulations thereunder. The Company has prepared a prospectus supplement to the base prospectus included as part of
the registration statement, which prospectus supplement relates to the Placement Shares to be issued from time to time by the Company
(the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the prospectus
included as part of such registration statement, as supplemented, by the Prospectus Supplement, relating to the Placement Shares to be
issued from time to time by the Company. The Company may file one or more additional registration statements from time to time that will
contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with
respect to the Placement Shares. Except where the context otherwise requires, such registration statement(s), including all documents
filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below)
subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration
statement pursuant to Rule 430B of the Securities Act Regulations, or any subsequent registration statement on Form S-3 filed pursuant
to Rule 415 under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.”
The base prospectus or base prospectuses, including all documents incorporated therein by reference, included in the Registration Statement,
as it may be supplemented, if necessary, by the Prospectus Supplement(s), in the form in which such prospectus or prospectuses and/or
Prospectus Supplement(s) have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities
Act Regulations, together with the then issued Issuer Free Writing Prospectus(es), is herein called the “Prospectus.”
Any
reference herein to the Registration Statement, any Prospectus Supplement, Prospectus or any Issuer Free Writing Prospectus shall be
deemed to refer to and include the documents, if any, incorporated by reference therein (the “Incorporated Documents”),
including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference
herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement,
any Prospectus Supplement, the Prospectus or any Issuer Free Writing Prospectus shall be deemed to refer to and include the filing of
any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the date of the Prospectus
Supplement, Prospectus or such Issuer Free Writing Prospectus, as the case may be, and incorporated therein by reference. For purposes
of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed
to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval system, or
if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “EDGAR”).
2.
Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”),
it will notify the Agent by email notice (or other method mutually agreed to by the parties) of the number of Placement Shares to be
issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold
in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of
which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set
forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed
to each of the individuals from the Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time.
The Placement Notice shall be effective unless and until (i) the Agent declines to accept the terms contained therein for any reason,
in its sole discretion, (ii) the entire amount of the Placement Shares thereunder have been sold, (iii) the Company suspends or terminates
the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 12. The amount of any discount,
commission or other compensation to be paid by the Company to the Agent in connection with the sale of the Placement Shares shall be
calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company
nor the Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers
a Placement Notice to the Agent and the Agent does not decline such Placement Notice pursuant to the terms set forth above, and then
only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement
Notice, the terms of the Placement Notice will control.
3.
Sale of Placement Shares by the Agent. Subject to the provisions of Section 5(a), the Agent, for the period specified in
the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable
state and federal laws, rules and regulations and the rules of the Nasdaq Capital Market (the “Exchange”),
to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of such Placement Notice. The
Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following
the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day,
the compensation payable by the Company to the Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as
defined below) payable to the Company, with an itemization of the deductions made by the Agent (as set forth in Section 5(b))
from the gross proceeds that it receives from such sales. Subject to the terms of the Placement Notice, the Agent may sell Placement
Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities
Act Regulations. “Trading Day” means any day on which Common Stock is traded on the Exchange.
-2-
4.
Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence
to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged
by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable
facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend
any sale of Placement Shares (a “Suspension”); provided, however, that such Suspension shall
not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice.
While a Suspension is in effect any obligation under Sections 7(l), 7(m), and 7(n) with respect to the delivery
of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this
Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto,
as such Schedule may be amended from time to time. Notwithstanding any other provision of this Agreement, during any period in which
the Company is in possession of material non-public information, the Company and the Agent agree that (i) no sale of Placement Shares
will take place, (ii) the Company shall not request the sale of any Placement Shares, and (iii) the Agent shall not be obligated to sell
or offer to sell any Placement Shares.
5.
Sale and Delivery to the Agent; Settlement.
(a)
Sale of Placement Shares. On the basis of the representations and warranties herein contained and subject to the terms
and conditions herein set forth, upon the Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement
Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Agent,
for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and
sales practices and applicable law and regulations to sell such Placement Shares up to the amount specified, and otherwise in accordance
with the terms of such Placement Notice. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be
successful in selling Placement Shares, (ii) the Agent will incur no liability or obligation to the Company or any other person or entity
if it does not sell Placement Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent
with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement
and (iii) the Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except
as otherwise agreed by the Agent and the Company.
(b)
Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of
Placement Shares will occur on the first (1st) Trading Day (or such earlier day as is industry practice for regular-way trading) following
the date on which such sales are made (each, a “Settlement Date”). The Agent shall notify the Company of each
sale of Placement Shares no later than the opening of the Trading Day immediately following the Trading Day on which it has made sales
of Placement Shares hereunder. The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement
Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by the Agent, after deduction
for (i) the Agent’s commission, discount or other compensation for such sales payable by the Company pursuant to Section 2
hereof, (ii) any other amounts due and payable by the Company to the Sales Agent hereunder pursuant to Section 8 (Expenses) hereof
and (iii) any transaction fees, trading expenses or execution fees imposed by any clearing organization or any governmental or self-regulatory
organization and any other fees incurred by the Sales Agent in respect of such sales, including, but not limited to, up to $0.002 per
Placement Share sold pursuant to this Agreement.
-3-
(c)
Delivery of Placement Shares. On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically
transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have
given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company
through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties
hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date,
the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement
Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement
Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section
10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and
expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii)
pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.
(d)
Denominations; Registration. Certificates for the Placement Shares, if any, shall be in such denominations and registered
in such names as the Agent may request in writing at least one full Business Day (as defined below) before the applicable Settlement
Date. The certificates for the Placement Shares, if any, will be made available by the Company for examination and packaging by the Agent
in The City of New York not later than 5:30 p.m. (New York time) on the Business Day prior to the applicable Settlement Date.
(e)
Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement
Shares if, after giving effect to the sale of such Placement Shares, the aggregate gross sales proceeds of Placement Shares sold pursuant
to this Agreement would exceed the lesser of (A) together with all sales of Placement Shares under this Agreement, the Maximum Amount
and (B) the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors,
a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances
shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum
price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized
executive committee. Further, under no circumstances shall the Company cause or permit the aggregate offering amount of Placement Shares
sold pursuant to this Agreement to exceed the Maximum Amount.
6.
Representations and Warranties of the Company. The Company represents and warrants to, and agrees with the Agent that as of the
date of this Agreement and as of each Applicable Time (as defined below):
(a)
Registration Statement and Prospectus. The Company and the transactions contemplated by this Agreement meet the requirements for
and comply with the applicable conditions set forth in Form S-3 (including General Instructions I.A and I.B) under the Securities Act.
The Registration Statement has been or will be filed with the Commission and has been or will be declared effective by the Commission
under the Securities Act prior to the issuance of any Placement Notices by the Company. The Prospectus Supplement will name the Agent
as the agent in the section entitled “Plan of Distribution.” The Company has not received, and has no notice of, any order
of the Commission preventing or suspending the use of the Registration Statement, or threatening or instituting proceedings for that
purpose. The Registration Statement and the offer and sale of Placement Shares as contemplated hereby meet the requirements of Rule 415
under the Securities Act and comply in all material respects with said Rule. Any statutes, regulations, contracts or other documents
that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement
have been so described or filed. Copies of the Registration Statement, the Prospectus, and any such amendments or supplements and all
documents incorporated by reference therein that were filed with the Commission on or prior to the date of this Agreement have been delivered,
or are available through EDGAR, to the Agent and its counsel. The Company has not distributed and, prior to the later to occur of each
Settlement Date and completion of the distribution of the Placement Shares, will not distribute any offering material in connection with
the offering or sale of the Placement Shares other than the Registration Statement and the Prospectus and any Issuer Free Writing Prospectus
to which the Agent has consented. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed
on the Exchange under the trading symbol “PAVM.” The Company has taken no action designed to, or likely to have the effect
of, terminating the registration of the Common Stock under the Exchange Act, delisting the Common Stock from the Exchange, nor has the
Company received any notification that the Commission or the Exchange is contemplating terminating such registration or listing, except
as set forth in the Registration Statement and the Prospectus Supplement. To the Company’s knowledge, except as set forth in the
Registration Statement and the Prospectus Supplement, it is in compliance with all applicable listing requirements of the Exchange.
-4-
(b)
No Misstatement or Omission. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment
or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects
with the requirements of the Securities Act. At each Settlement Date, the Registration Statement and the Prospectus, as of such date,
will conform in all material respects with the requirements of the Securities Act. The Registration Statement, when it became or becomes
effective, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading. The Prospectus and any amendment and supplement thereto, on the date
thereof and at each Applicable Time (defined below), did not or will not include an untrue statement of a material fact or omit to state
a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The
documents incorporated by reference in the Prospectus or any Prospectus Supplement did not, and any further documents filed and incorporated
by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material
fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances under
which they were made, not misleading. The foregoing shall not apply to statements in, or omissions from, any such document made in reliance
upon, and in conformity with, information furnished to the Company by the Agent in writing specifically for use in the preparation thereof,
it being understood and agreed that the only such information furnished by the Agent to the Company consists of Agent Information as
defined below.
(c)
Conformity with the Securities Act and Exchange Act. The Registration Statement, the Prospectus, any Issuer Free Writing Prospectus
or any amendment or supplement thereto, and the documents incorporated by reference in the Registration Statement, the Prospectus or
any amendment or supplement thereto, when such documents were or are filed with the Commission under the Securities Act or the Exchange
Act or became or become effective under the Securities Act, as the case may be, conformed or will conform in all material respects with
the requirements of the Securities Act and the Exchange Act, as applicable.
-5-
(d)
Financial Information. The consolidated financial statements of the Company included or incorporated by reference in the Registration
Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, together with the related notes and schedules, present fairly,
in all material respects, the consolidated financial position of the Company and the Subsidiaries (as defined below) as of the dates
indicated and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Company for the periods
specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S.
Generally Accepted Accounting Principles (“GAAP”) applied on a consistent basis during the periods involved;
the other financial and statistical data with respect to the Company and the Subsidiaries (as defined below) contained or incorporated
by reference in the Registration Statement, the Prospectus and the Issuer Free Writing Prospectuses, if any, are accurately and fairly
presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial
statements (historical or pro forma) that are required to be included or incorporated by reference in the Registration Statement, or
the Prospectus that are not included or incorporated by reference as required; the Company and the Subsidiaries (as defined below) do
not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), not described in
the Registration Statement (excluding the exhibits thereto), and the Prospectus, other than liabilities incurred in the ordinary course
of business; and all disclosures contained or incorporated by reference in the Registration Statement, the Prospectus and the Issuer
Free Writing Prospectuses, if any, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations
of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent
applicable. The interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration
Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance
with the Commission’s rules and guidelines applicable thereto.
(e)
Conformity with EDGAR Filing. The Prospectus delivered to the Agent for use in connection with the sale of the Placement Shares
pursuant to this Agreement will be identical to the versions of the Prospectus created to be transmitted to the Commission for filing
via EDGAR, except to the extent permitted by Regulation S-T.
(f)
Organization. The Company and each of its Subsidiaries are duly organized, validly existing as a corporation and in good standing
under the laws of their respective jurisdictions of organization. The Company and each of its Subsidiaries are duly licensed or qualified
as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective
ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate
power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the
Registration Statement and the Prospectus, 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, have a material adverse effect or would reasonably be expected to have a material adverse
effect on or affecting the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’
equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent or materially interfere with consummation
of the transactions contemplated hereby (a “Material Adverse Effect”).
(g)
Subsidiaries. The subsidiaries set forth on Schedule 4 (collectively, the “Subsidiaries”), are
the Company’s only significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission).
Except as set forth in the Registration Statement and in the Prospectus, the Company owns, directly or indirectly, all of the equity
interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction,
and all the equity interests of the Subsidiaries are validly issued and are fully paid, nonassessable and free of preemptive and similar
rights. No Subsidiary is currently prohibited, directly or indirectly, from paying any dividends to the Company, from making any other
distribution on such Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the
Company or from transferring any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
-6-
(h)
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 of the property or assets of the Company or any of its Subsidiaries are subject; or
(iii) in violation of any law or statute or any judgment, order, rule or regulation of any Governmental Authority, except, in the case
of each of clauses (ii) and (iii) above, for any such violation or default that would not, individually or in the aggregate, have a Material
Adverse Effect. To the Company’s knowledge, no other party under any material contract or other agreement to which it or any of
its Subsidiaries is a party is in default in any respect thereunder where such default would have a Material Adverse Effect.
(i)
No Material Adverse Change. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Prospectus and the Free Writing Prospectuses, if any (including any document deemed incorporated by reference therein), there has
not been (i) any Material Adverse Effect or the occurrence of any development that the Company reasonably expects will result in a Material
Adverse Effect, (ii) any obligation or liability, direct or contingent (including any off-balance sheet obligations), incurred by the
Company or any Subsidiary, which is material to the Company and the Subsidiaries taken as a whole, (iii) any material change in the capital
stock or outstanding long-term indebtedness of the Company or any of its Subsidiaries or (iv) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any Subsidiary, other than in each case above in the ordinary course of
business or as otherwise disclosed in the Registration Statement or Prospectus (including any document deemed incorporated by reference
therein).
(j)
Capitalization. The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and
nonassessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights,
rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration
Statement and the Prospectus as of the dates referred to therein (other than the grant of additional options shares of restricted stock,
or other stock-based awards under the Company’s existing stock option plans, or changes in the number of outstanding shares of
Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible
into, Common Stock outstanding on the date hereof) and such authorized capital stock conforms to the description thereof set forth in
the Registration Statement and the Prospectus. The description of the securities of the Company in the Registration Statement and the
Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the Registration Statement or
the Prospectus, as of the date referred to therein, the Company does not have outstanding any options to purchase, or any rights or warrants
to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or
sell, any shares of capital stock or other securities.
(k)
Authorization; Enforceability. The Company has full legal right, power and authority to enter into this Agreement and perform
the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company and is a legal,
valid and binding agreement of the Company enforceable in accordance with its terms, except to the extent that enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general
equitable principles.
-7-
(l)
Authorization of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board
of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor
as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien,
encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first
refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Placement Shares, when issued,
will conform to the description thereof set forth in or incorporated into the Prospectus.
(m)
No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any Governmental Authority
is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale by the Company of the
Placement Shares, except for such consents, approvals, authorizations, orders and registrations or qualifications as may be required
under applicable state securities laws, or by the by-laws and rules of the Financial Industry Regulatory Authority (“FINRA”)
or the Exchange, in connection with the sale of the Placement Shares by the Agent. Notwithstanding anything to the contrary contained
in this Agreement, the representations and warranties set forth in this Section 6(m) shall not be made by the Company as of the date
of this Agreement.
(n)
No Preferential Rights. Except as set forth in the Registration Statement and the Prospectus, (i) no person, as such term is defined
in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual
or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities
of the Company, (ii) no Person has any preemptive rights, resale rights, rights of first refusal, rights of co-sale, or any other rights
(whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital
stock or other securities of the Company, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company
in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the
Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company,
or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result
of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise.
(o)
Independent Public Accounting Firm. CBIZ CPAs P.C. (the “Accountant”), 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 into the Registration Statement and the Prospectus, are and, during the period
covered by their report, were an independent registered public accounting firm within the meaning of the Securities Act and the Public
Company Accounting Oversight Board (United States). To the Company’s knowledge, the Accountant is not in violation of the auditor
independence requirements of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) with respect to the
Company.
(p)
Enforceability of Agreements. Except as set forth in the Registration Statement or the Prospectus, all agreements between the
Company and third parties expressly referenced in the Prospectus are legal, valid and binding obligations of the Company enforceable
in accordance with their respective terms, except to the extent that (i) enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and (ii) the indemnification
provisions of certain agreements may be limited by federal or state securities laws or public policy considerations in respect thereof.
-8-
(q)
No Litigation. Except as set forth in the Registration Statement or the Prospectus, there are no actions, suits or proceedings
by or before any Governmental Authority pending, nor, to the Company’s knowledge, any audits or investigations by or before any
Governmental Authority to which the Company or a Subsidiary is a party or to which any property of the Company or any of its Subsidiaries
is the subject that, individually or in the aggregate, would have a Material Adverse Effect and, to the Company’s knowledge, no
such actions, suits, proceedings, audits or investigations are threatened or contemplated by any Governmental Authority or threatened
by others; and (i) there are no current or pending audits or investigations, actions, suits or proceedings by or before any Governmental
Authority that are required under the Securities Act to be described in the Prospectus that are not so described; and (ii) there are
no contracts or other documents that are required under the Securities Act to be filed as exhibits to the Registration Statement that
are not so filed.
(r)
Consents and Permits. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries have
made all filings, applications and submissions required by, possesses and is operating in compliance with, all approvals, licenses, certificates,
certifications, clearances, consents, grants, exemptions, marks, notifications, orders, permits and other authorizations issued by, the
appropriate federal, state or foreign Governmental Authority (including, without limitation, the United States Food and Drug Administration
(the “FDA”), the United States Drug Enforcement Administration or any other foreign, federal, state, provincial,
court or local government or regulatory authorities including self-regulatory organizations engaged in the regulation of clinical trials,
pharmaceuticals, biologics or biohazardous substances or materials) necessary for the ownership or lease of their respective properties
or to conduct its businesses as described in the Registration Statement and the Prospectus (collectively, “Permits”),
except for such Permits the failure of which to possess, obtain or make the same would not have a Material Adverse Effect; the Company
and its Subsidiaries are in compliance with the terms and conditions of all such Permits, except where the failure to be in compliance
would not have a Material Adverse Effect; all of the Permits are valid and in full force and effect, except where any invalidity, individually
or in the aggregate, would not be reasonably expected to have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries
has received any written notice relating to the limitation, revocation, cancellation, suspension, modification or non-renewal of any
such Permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse
Effect, or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary
course. To the extent required by applicable laws and regulations of the FDA, the Company or the applicable Subsidiary has submitted
to the FDA an Investigational Device Exemption Application or amendment or supplement thereto for each clinical trial it has conducted
or sponsored or is conducting or sponsoring; all such submissions were in material compliance with applicable laws and rules and regulations
when submitted and no material deficiencies have been asserted by the FDA with respect to any such submissions.
(s)
Regulatory Filings. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its Subsidiaries
has failed to file with the applicable Governmental Authorities (including, without limitation, the FDA, or any foreign, federal, state,
provincial or local Governmental Authority performing functions similar to those performed by the FDA) any required filing, declaration,
listing, registration, report or submission, except for such failures that, individually or in the aggregate, would not have a Material
Adverse Effect; except as disclosed in the Registration Statement and the Prospectus, all such filings, declarations, listings, registrations,
reports or submissions were in compliance with applicable laws when filed and no deficiencies have been asserted by any applicable regulatory
authority with respect to any such filings, declarations, listings, registrations, reports or submissions, except for any deficiencies
that, individually or in the aggregate, would not have a Material Adverse Effect. The Company has operated and currently is, in all material
respects, in compliance with the United States Federal Food, Drug, and Cosmetic Act, all applicable rules and regulations of the FDA
and other federal, state, local and foreign Governmental Authority exercising comparable authority.
-9-
(t)
Intellectual Property. Except as disclosed in the Registration Statement and the Prospectus, the Company and its Subsidiaries
own, possess, license or have other rights to use all foreign and domestic patents, patent applications, trade and service marks, trade
and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, Internet domain names, know-how
and other intellectual property (collectively, the “Intellectual Property”), necessary for the conduct of their
respective businesses as now conducted except to the extent that the failure to own, possess, license or otherwise hold adequate rights
to use such Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in
the Registration Statement and the Prospectus (i) there are no rights of third parties to any such Intellectual Property owned by the
Company and its Subsidiaries; (ii) to the Company’s knowledge, there is no infringement by third parties of any such Intellectual
Property; (iii) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging
the Company’s and its Subsidiaries’ rights in or to any such Intellectual Property, and the Company is unaware of any facts
which could form a reasonable basis for any such action, suit, proceeding or claim; (iv) there is no pending or, to the Company’s
knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property;
(v) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company
and its Subsidiaries infringe or otherwise violate any patent, trademark, copyright, trade secret or other proprietary rights of others;
(vi) to the Company’s knowledge, there is no third-party U.S. patent or published U.S. patent application which contains claims
for which an Interference Proceeding (as defined in 35 U.S.C. § 135) has been commenced against any patent or patent application
described in the Prospectus as being owned by or licensed to the Company; and (vii) the Company and its Subsidiaries have complied with
the terms of each agreement pursuant to which Intellectual Property has been licensed to the Company or such Subsidiary, and all such
agreements are in full force and effect, except, in the case of any of clauses (i)-(vii) above, for any such infringement by third parties
or any such pending or threatened suit, action, proceeding or claim as would not, individually or in the aggregate, result in a Material
Adverse Effect.
(u)
Clinical Studies. The preclinical studies and tests and clinical trials described in the Prospectus were, and, if still pending,
are being conducted in all material respects in accordance with the experimental protocols, procedures and controls pursuant to, where
applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by
the Company; the descriptions of such studies, tests and trials, and the results thereof, contained in the Prospectus are accurate and
complete in all material respects; the Company is not aware of any tests, studies or trials not described in the Prospectus, the results
of which reasonably call into question the results of the tests, studies and trials described in the Prospectus; and the Company has
not received any written notice or correspondence from the FDA or any foreign, state or local Governmental Authority exercising comparable
authority or any institutional review board or comparable authority requiring the termination, suspension, clinical hold or material
modification of any tests, studies or trials.
(v)
Market Capitalization. At the time the Registration Statement was originally declared effective, and at the time the Company’s
most recent Annual Report on Form 10-K was filed with the Commission subsequent to such effective date, the Company met the then applicable
requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.6 of Form S-3.
As of the close of trading on the Exchange on July 15, 2026, the aggregate market value of the outstanding voting and non-voting common
equity (as defined in Securities Act Rule 405) of the Company held by persons other than affiliates of the Company (pursuant to Securities
Act Rule 144, those that directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common
control with, the Company) (the “Non-Affiliate Shares”), will be equal to or greater than $36,971,233 (calculated
by multiplying (x) the highest price at which the common equity of the Company closed on the Exchange on July 15, 2026 times (y) the
number of Non-Affiliate Shares). 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 and if it has been a shell company at any time previously, has filed current
Form 10 information (as defined in Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting
its status as an entity that is not a shell company.
-10-
(w)
FINRA Matters. The information provided to the Agent by the Company, its counsel, and its officers and directors for purposes
of the Agent’s compliance with applicable FINRA rules in connection with the offering of the Shares is true, complete, and correct.
(x)
No Material Defaults. Neither the Company nor any of the Subsidiaries has defaulted on any installment on indebtedness for borrowed
money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, would have a Material Adverse
Effect. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual
Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has
defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually
or in the aggregate, would have a Material Adverse Effect.
(y)
Certain Market Activities. Neither the Company, nor any of the Subsidiaries, nor any of their respective directors, officers or
controlling persons has taken, directly or indirectly, any action designed, or that has constituted or might reasonably be expected to
cause or result in, under the Exchange Act or otherwise, the stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Placement Shares.
(z)
Broker/Dealer Relationships. Neither the Company nor any of the Subsidiaries (i) is required to register as a “broker”
or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries,
controls or is a “person associated with a member” or “associated person of a member” (within the meaning set
forth in the FINRA Manual).
(aa)
No Reliance. The Company has not relied upon the Agent or legal counsel for the Agent for any legal, tax or accounting advice
in connection with the offering and sale of the Placement Shares.
(bb)
Taxes. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required
to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being
contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. Except as otherwise disclosed
in or contemplated by the Registration Statement or the Prospectus, no tax deficiency has been determined adversely to the Company or
any of its Subsidiaries which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no
knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened
against it which would have a Material Adverse Effect.
(cc)
Title to Real and Personal Property. Except as set forth in the Registration Statement or the Prospectus, the Company and its
Subsidiaries have good and marketable title in fee simple to all items of real property owned by them, good and valid title to all personal
property described in the Registration Statement or Prospectus as being owned by them, in each case free and clear of all liens, encumbrances
and claims, except those matters that (i) do not materially interfere with the use made and proposed to be made of such property by the
Company and any of its Subsidiaries or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. Any real or
personal property described in the Registration Statement or Prospectus as being leased by the Company and any of its Subsidiaries is
held by them under valid, existing and enforceable leases, except for such leases that are not valid, existing and enforceable that would
not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Each of the properties of the Company
and its Subsidiaries complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes,
laws and regulations and laws relating to access to such properties), except if and to the extent disclosed in the Registration Statement
or Prospectus or except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to interfere
in any material respect with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have
a Material Adverse Effect. None of the Company or its subsidiaries has received from any Governmental Authorities any notice of any condemnation
of, or zoning change affecting, the properties of the Company and its Subsidiaries, and the Company knows of no such condemnation or
zoning change which is threatened, except for such that would not reasonably be expected to interfere in any material respect with the
use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise have a Material Adverse Effect, individually
or in the aggregate.
-11-
(dd)
Environmental Laws. Except as set forth in the Registration Statement or the Prospectus, the Company and its Subsidiaries (i)
are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating
to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants
(collectively, “Environmental Laws”); (ii) have received and are in compliance with all permits, licenses or
other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Registration
Statement and the Prospectus; and (iii) have not received written notice of any actual or potential liability for the investigation or
remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of
any of clauses (i), (ii) or (iii) above, for any such failure to comply or failure to receive required permits, licenses, other approvals
or liability as would not, individually or in the aggregate, have a Material Adverse Effect.
(ee)
Disclosure Controls. The Company and each of its Subsidiaries maintain systems of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii)
transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to
any differences. The Company’s internal control over financial reporting is effective and the Company is not aware of any material
weaknesses in its internal control over financial reporting (in each case, other than as set forth in the Prospectus). Since the date
of the latest audited financial statements of the Company included in the Prospectus, there has been no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting (other than as set forth in the Prospectus). The Company has established disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15) for the Company and designed such disclosure controls and procedures
to provide reasonable assurance that material information relating to the Company and each of its Subsidiaries is made known to the certifying
officers by others within those entities, particularly during the period in which the Company’s Annual Report on Form 10-K or Quarterly
Report on Form 10-Q, as the case may be, is being prepared. The Company’s certifying officers have evaluated the effectiveness
of the Company’s disclosure controls and procedures as of the end of the Company’s most recently completed fiscal quarter
(such date, the “Evaluation Date”). The Company presented in its Form 10-Q or Form 10-K for the fiscal period
ended as of the Evaluation Date the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures
as of such date based on their evaluations of such controls and procedures, and the disclosure controls and procedures were effective
as of such date. Since the Evaluation Date, there have been no significant changes in the Company’s internal controls (as such
term is defined in Item 307(b) of Regulation S-K under the Securities Act) or, to the Company’s knowledge, in other factors that
could significantly affect the Company’s internal controls (in each case, other than as set forth in the Registration Statement
and the Prospectus).
-12-
(ff)
Sarbanes-Oxley. There is and has been no failure on the part of the Company or any of the Company’s directors or officers,
in their capacities as such, to comply in all material respects with any applicable provisions of the Sarbanes-Oxley Act and the rules
and regulations promulgated thereunder. Each of the principal executive officer and the principal financial officer of the Company (or
each former principal executive officer of the Company and each former principal financial officer of the Company as applicable) has
made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all reports, schedules, forms, statements
and other documents required to be filed by it or furnished by it to the Commission. For purposes of the preceding sentence, “principal
executive officer” and “principal financial officer” shall have the meanings given to such terms in the Sarbanes-Oxley
Act.
(gg)
Finder’s Fees. Neither the Company nor any of the Subsidiaries has incurred any liability for any finder’s fees, brokerage
commissions or similar payments in connection with the transactions herein contemplated, except as may otherwise exist with respect to
Agent pursuant to this Agreement.
(hh)
Labor Disputes. No labor disturbance by or dispute with employees of the Company or any of its Subsidiaries exists or, to the
knowledge of the Company, is threatened which would result in a Material Adverse Effect.
(ii)
Investment Company Act. Neither the Company nor any of the Subsidiaries is or, after giving effect to the offering and sale of
the Placement Shares, will be an “investment company” or an entity “controlled” by an “investment company,”
as such terms are defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”).
(jj)
Operations. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable
financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively,
the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Authority involving
the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(kk)
Off-Balance Sheet Arrangements. There are no transactions, arrangements and other relationships between and/or among the Company,
and/or any of its affiliates and any unconsolidated entity, including, but not limited to, any structured finance, special purpose or
limited purpose entity (each, an “Off-Balance Sheet Transaction”) that could reasonably be expected to affect
materially the Company’s liquidity or the availability of or requirements for its capital resources, including those Off-Balance
Sheet Transactions described in the Commission’s Statement about Management’s Discussion and Analysis of Financial Conditions
and Results of Operations (Release Nos. 33-8056; 34-45321; FR-61), required to be described in the Prospectus which have not been described
as required.
(ll)
Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at the market”
or continuous equity transaction.
-13-
(mm)
ERISA. To the knowledge of the Company, each material employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained, administered or contributed
to by the Company or any of its affiliates for employees or former employees of the Company and any of its Subsidiaries has been maintained
in material compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not
limited to ERISA and the Internal Revenue Code of 1986, as amended (the “Code”); no prohibited transaction,
within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred which would result in a material liability to the
Company with respect to any such plan excluding transactions effected pursuant to a statutory or administrative exemption; and for each
such plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no “accumulated funding deficiency”
as defined in Section 412 of the Code has been incurred, whether or not waived, and the fair market value of the assets of each such
plan (excluding for these purposes accrued but unpaid contributions) exceeds the present value of all benefits accrued under such plan
determined using reasonable actuarial assumptions.
(nn)
Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act) (a “Forward-Looking Statement”) contained in the Registration Statement and the Prospectus
has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(oo)
Agent Purchases. The Company acknowledges and agrees that the Agent has informed the Company that the Agent may, to the extent
permitted under the Securities Act and the Exchange Act, purchase and sell Common Stock for its own account while this Agreement is in
effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent
the Agent may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal”
or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by
the Agent.
(pp)
Margin Rules. Neither the issuance, sale and delivery of the Placement Shares nor the application of the proceeds thereof by the
Company as described in the Registration Statement and the Prospectus will violate Regulation T, U or X of the Board of Governors of
the Federal Reserve System or any other regulation of such Board of Governors.
(qq)
Insurance. The Company and each of its Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks
as the Company and each of its Subsidiaries reasonably believe are adequate for the conduct of their properties and as is customary for
companies engaged in similar businesses in similar industries.
(rr)
No Improper Practices. (i) Neither the Company nor the Subsidiaries, nor any director, officer, or employee of the Company or
any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or other person acting on behalf of the Company or any Subsidiary
has, in the past five years, made any unlawful contributions to any candidate for any political office (or failed fully to disclose any
contribution in violation of applicable law) or made any contribution or other payment to any official of, or candidate for, any federal,
state, municipal, or foreign office or other person charged with similar public or quasi-public duty in violation of any applicable law
or of the character required to be disclosed in the Prospectus; (ii) no relationship, direct or indirect, exists between or among the
Company or any Subsidiary or any affiliate of any of them, on the one hand, and the directors, officers and stockholders of the Company
or any Subsidiary, on the other hand, that is required by the Securities Act to be described in the Registration Statement and the Prospectus
that is not so described; (iii) no relationship, direct or indirect, exists between or among the Company or any Subsidiary or any affiliate
of them, on the one hand, and the directors, officers, or stockholders of the Company or any Subsidiary, on the other hand, that is required
by the rules of FINRA to be described in the Registration Statement and the Prospectus that is not so described; (iv) except as described
in the Registration Statement and the Prospectus, there are no material outstanding loans or advances or material guarantees of indebtedness
by the Company or any Subsidiary to or for the benefit of any of their respective officers or directors or any of the members of the
families of any of them; and (v) the Company has not offered, or caused any placement agent to offer, Common Stock to any person with
the intent to influence unlawfully (A) a customer or supplier of the Company or any Subsidiary to alter the customer’s or supplier’s
level or type of business with the Company or any Subsidiary or (B) a trade journalist or publication to write or publish favorable information
about the Company or any Subsidiary or any of their respective products or services, and, (vi) neither the Company nor any Subsidiary
nor any director, officer or employee of the Company or any Subsidiary nor, to the Company’s knowledge, any agent, affiliate or
other person acting on behalf of the Company or any Subsidiary has (A) violated or is in violation of any applicable provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law (collectively, “Anti-Corruption
Laws”), (B) promised, offered, provided, attempted to provide or authorized the provision of anything of value, directly or
indirectly, to any person for the purpose of obtaining or retaining business, influencing any act or decision of the recipient, or securing
any improper advantage; or (C) made any payment of funds of the Company or any Subsidiary or received or retained any funds in violation
of any Anti-Corruption Laws.
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(ss)
Status Under the Securities Act. The Company was not and is not an ineligible issuer as defined in Rule 405 under the Securities
Act at the times specified in Rules 164 and 433 under the Securities Act in connection with the offering of the Placement Shares.
(tt)
No Misstatement or Omission in an Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and
as of each Applicable Time (as defined in Section 23 below), did not, does not and will not include any information that conflicted,
conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated
document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in
or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by
the Agent specifically for use therein.
(uu)
No Conflicts. Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation
of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and
thereof will (x) violate, or will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company pursuant to the terms of any contract or other agreement to which the Company may be bound or to which any of the
property or assets of the Company is subject, except for any such violation, breach, default or result as has been waived, or (y) violate
any Law applicable to the Company, except (i) in the case of clause (x), such conflicts, breaches or defaults as may have been waived
and (ii) in the case of clauses (x) and (y), such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor
will such action result in any violation of the provisions of the organizational or governing documents of the Company.
(vv)
Sanctions. (i) The Company represents that, neither the Company nor any of its Subsidiaries (collectively, the “Entity”)
or any director, officer, or, to the knowledge of the Company, employee, agent, affiliate or representative of the Entity, is a government,
individual, or entity (in this paragraph (vv), “Person”) that is, or is owned or controlled by a Person that
is:
(A)
the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”),
the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authorities, including,
without limitation, designation on OFAC’s Specially Designated Nationals and Blocked Persons List or OFAC’s Foreign Sanctions
Evaders List (as amended, collectively, “Sanctions”), nor
(B)
located, organized or resident in a country or territory that is the subject of Sanctions that broadly prohibit dealings with that country
or territory (including, without limitation, Cuba, Iran, North Korea, Syria, , the so-called Donetsk People’s Republic, the so-called
Luhansk People’s Republic and the Crimea Region of the Ukraine) (the “Sanctioned Countries”)).
-15-
(ii)
The Entity represents and covenants that it will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other Person:
(A)
to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions or is a Sanctioned Country; or
(B)
in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether
as underwriter, advisor, investor or otherwise).
(iii)
The Entity represents and covenants that, except as detailed in the Registration Statement and the Prospectus, since April 24, 2019,
it has not engaged in, is not now engaging in, and will not engage in, any dealings or transactions with any Person, or in any country
or territory, that at the time of the dealing or transaction is or was the subject of Sanctions or is or was a Sanctioned Country.
(ww)
Stock Transfer Taxes. On each Settlement Date, all stock transfer or other taxes (other than income taxes) which are required
to be paid in connection with the sale and transfer of the Placement Shares to be sold hereunder will be, or will have been, fully paid
or provided for by the Company and all laws imposing such taxes will be or will have been fully complied with.
(xx)
Compliance with Laws. Each of the Company and its Subsidiaries: (A) is and at all times during the past three years has been in
compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing,
use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, export or disposal of any product manufactured
or distributed by the Company or its Subsidiaries (“Applicable Laws”), except as could not, individually or
in the aggregate, reasonably be expected to result in a Material Adverse Effect; (B) has not received any FDA Form 483, notice of adverse
finding, warning letter, untitled letter or other written correspondence or written notice from the FDA or any other Governmental Authority
alleging or asserting noncompliance with any Applicable Laws or any licenses, certificates, approvals, clearances, authorizations, permits
and supplements or amendments thereto required by any such Applicable Laws (“Authorizations”); (C) possesses
all Authorizations and such Authorizations are valid and in full force and effect and are not in violation of any term of any such Authorizations,
except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect; (D) has not received
written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from any Governmental
Authority or third party alleging that any product operation or activity is in violation of any Applicable Laws or Authorizations and
has no knowledge that any such Governmental Authority or third party is considering any such claim, litigation, arbitration, action,
suit, investigation or proceeding; (E) has not received written notice that any Governmental Authority has taken, is taking or intends
to take action to limit, suspend, modify or revoke any Authorizations and has no knowledge that any such Governmental Authority is considering
such action; (F) has filed, obtained, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Applicable Laws or Authorizations and that all such reports, documents,
forms, notices, applications, records, claims, submissions and supplements or amendments were complete and correct on the date filed
(or were corrected or supplemented by a subsequent submission); and (G) has not, either voluntarily or involuntarily, initiated, conducted,
or issued or caused to be initiated, conducted or issued, any recall, market withdrawal or replacement, safety alert, post sale warning,
“dear healthcare provider” letter, or other notice or action relating to the alleged lack of safety or efficacy of any product
or any alleged product defect or violation and, to the Company’s knowledge, no third party has initiated, conducted or intends
to initiate any such notice or action.
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(yy)
Statistical and Market-Related Data. The statistical, demographic and market-related data included in the Registration Statement
and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s
good faith estimates that are made on the basis of data derived from such sources.
(zz)
Cybersecurity. The Company and its Subsidiaries’ information technology assets and equipment, computers, systems, networks,
hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and
operate and perform in all material respects as required in connection with the operation of the business of the Company 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 physical, technical and administrative 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 Data” (defined below) and all sensitive, confidential or
regulated data (“Confidential Data”) used in connection with their businesses. “Personal Data”
means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax
identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number;
(ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act,
as amended; (iii) “personal data” as defined by GDPR; (iv) any information which would qualify as “protected health
information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology
for Economic and Clinical Health Act (collectively, “HIPAA”); (v) any “personal information” as
defined by the California Consumer Privacy Act (“CCPA”); and (vi) any other piece of information that allows
the identification of such natural person, or his or her family, or permits the collection or analysis of any data related to an identified
person’s health or sexual orientation. There have been no material breaches, violations, outages or unauthorized uses of or accesses
to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any
incidents under internal review or investigations relating to the same. The Company and its Subsidiaries are presently in material compliance
with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory
authority, internal policies and contractual obligations relating to the privacy and security of IT Systems, Confidential Data, and Personal
Data and to the protection of such IT Systems, Confidential Data, and Personal Data from unauthorized use, access, misappropriation or
modification.
(aaa)
Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with
all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, CCPA, and the European
Union General Data Protection Regulation (“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”).
To ensure compliance with the Privacy Laws, the Company has in place, complies with, and takes appropriate steps to ensure compliance
in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, processing,
disclosure, handling, and analysis of Personal Data and Confidential Data (the “Policies”). The Company has
at all times made all material disclosures to users or customers required by applicable laws and regulatory rules or requirements, and
none of such disclosures made or contained in any Policy have been inaccurate or in violation of any applicable laws and regulatory rules
or requirements in any material respect. The Company further certifies that neither it nor any Subsidiary: (i) has received written notice
of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge
of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for,
in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any
order, decree, or agreement that imposes any obligation or liability under any Privacy Law.
-17-
Any
certificate signed by an officer of the Company and delivered to the Agent or to counsel for the Agent pursuant to or in connection with
this Agreement shall be deemed to be a representation and warranty by the Company, as applicable, to the Agent as to the matters set
forth therein.
7.
Covenants of the Company. The Company covenants and agrees with the Agent that:
(a)
Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any
Placement Shares is required to be delivered by the Agent under the Securities Act (including in circumstances where such requirement
may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), (i) the Company will notify the Agent promptly of the
time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with
the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission
for any amendment or supplement to the Registration Statement or Prospectus or for additional information, (ii) the Company will prepare
and file with the Commission, promptly upon the Agent’s request, any amendments or supplements to the Registration Statement or
Prospectus that, in the Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement
Shares by the Agent (provided, however, that the failure of the Agent to make such request shall not relieve the Company
of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations and warranties made by the
Company in this Agreement and provided, further, that the only remedy the Agent shall have with respect to the failure
to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company
will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Placement Shares or a security
convertible into the Placement Shares unless a copy thereof has been submitted to the Agent within a reasonable period of time before
the filing and the Agent has not objected thereto (provided, however, that the failure of the Agent to make such objection
shall not relieve the Company of any obligation or liability hereunder, or affect the Agent’s right to rely on the representations
and warranties made by the Company in this Agreement and provided, further, that the only remedy the Agent shall have with
respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement) and the Company will
furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference
into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (iv) the Company will cause each amendment
or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the
Securities Act or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant
to the Exchange Act, within the time period prescribed (the determination to file or not file any amendment or supplement with the Commission
under this Section 7(a), based on the Company’s reasonable opinion or reasonable objections, shall be made exclusively by
the Company).
(b)
Notice of Commission Stop Orders. The Company will advise the Agent, promptly after it receives notice or obtains knowledge thereof,
of the issuance or threatened issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement,
of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation or threatening
of any proceeding for any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop
order or to obtain its withdrawal if such a stop order should be issued. The Company will advise the Agent promptly after it receives
any request by the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any
Issuer Free Writing Prospectus or for additional information related to the offering of the Placement Shares or for additional information
related to the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus.
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(c)
Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required
to be delivered by the Agent under the Securities Act with respect to the offer and sale of the Placement Shares (including in circumstances
where such requirement may be satisfied pursuant to Rule 172 under the Securities Act or similar rule), the Company will comply with
all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due
dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If the Company has omitted any information from
the Registration Statement pursuant to Rule 430B under the Securities Act, it will use its best efforts to comply with the provisions
of and make all requisite filings with the Commission pursuant to said Rule 430B and to notify the Agent promptly of all such filings.
If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to
comply with the Securities Act, the Company will promptly notify the Agent to suspend the offering of Placement Shares during such period
and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct
such statement or omission or effect such compliance.
(d)
Listing of Placement Shares. Prior to the date of the first Placement Notice, the Company will use its reasonable best efforts
to cause the Placement Shares to be listed on the Exchange.
(e)
Delivery of Registration Statement and Prospectus. The Company will furnish to the Agent and its counsel (at the expense of the
Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments
and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus
relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission
during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such
quantities as the Agent may from time to time reasonably request and, at the Agent’s request, will also furnish copies of the Prospectus
to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall
not be required to furnish any document (other than the Prospectus) to the Agent to the extent such document is available on EDGAR.
(f)
Earning Statement. The Company will make generally available to its security holders as soon as practicable, but in any event
not later than 15 months after the end of the Company’s current fiscal quarter, an earning statement covering a 12-month period
that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.
(g)
Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”
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(h)
Notice of Other Sales. Without the prior written consent of the Agent, the Company will not, directly or indirectly, offer to
sell, sell, contract to sell, grant any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered
pursuant to this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire,
Common Stock during the period beginning on the fifth (5th) Trading Day immediately prior to the date on which any Placement
Notice is delivered to the Agent hereunder and ending on the fifth (5th) Trading Day immediately following the final Settlement
Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended
prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); and will not directly
or indirectly in any other “at the market” or continuous equity transaction offer to sell, sell, contract to sell, grant
any option to sell or otherwise dispose of any Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities
convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock prior to the sixtieth
(60th) day immediately following the termination of this Agreement; provided, however, that such restrictions
will not be required in connection with the Company’s issuance or sale of (i) Common Stock, options to purchase Common Stock or
Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership
plan or dividend reinvestment plan (but not Common Stock subject to a waiver to exceed plan limits in its dividend reinvestment plan)
of the Company whether now in effect or hereafter implemented, (ii) Common Stock issuable upon conversion of securities or the exercise
of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise
in writing to the Agent and (iii) Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration
for mergers, acquisitions, other business combinations or strategic alliances occurring after the date of this Agreement which are not
issued for capital raising purposes.
(i)
Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise the Agent promptly after
it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect
any opinion, certificate, letter or other document required to be provided to the Agent pursuant to this Agreement.
(j)
Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Agent or its representatives
in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents
and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Agent may reasonably
request.
(k)
Required Filings Relating to Placement of Placement Shares. The Company shall disclose, in its quarterly reports on Form 10-Q
and in its annual report on Form 10-K to be filed by the Company with the Commission from time to time, the number of the Placement Shares
sold through the Agent under this Agreement, and the net proceeds to the Company from the sale of the Placement Shares pursuant to this
Agreement during the relevant quarter or, in the case of an Annual Report on Form 10-K, during the fiscal year covered by such Annual
Report and the fourth quarter of such fiscal year. The Company agrees that on such dates as the Securities Act shall require, the Company
will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each
and every filing date under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within
the relevant period, the amount of Placement Shares sold through the Agent, the Net Proceeds to the Company and the compensation payable
by the Company to the Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement
to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market.
(l)
Representation Dates; Certificate. (1) Prior to the date of the first Placement Notice and (2) each time the Company:
(i)
files the Prospectus relating to the Placement Shares or amends or supplements (other than a prospectus supplement relating solely to
an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares
by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration
Statement or the Prospectus relating to the Placement Shares;
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(ii)
files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material
amendment to the previously filed Form 10-K);
(iii)
files its quarterly reports on Form 10-Q under the Exchange Act; or
(iv)
files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant
to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain
properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act
(each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”);
the
Company shall furnish the Agent (but in the case of clause (iv) above only if the Agent reasonably determines that the information contained
in such Form 8-K is material) with a certificate dated the Representation Date, in the form and substance satisfactory to the Agent and
its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified, as necessary, to relate to
the Registration Statement and the Prospectus as amended or supplemented. The requirement to provide a certificate under this Section
7(l) shall be waived for any Representation Date occurring at a time when no instructions for the sale of Placement Shares hereunder
are in effect (including as a result of a Suspension), which waiver shall continue until the earlier to occur of the date the Company
delivers instructions for the sale of Placement Shares hereunder (which for such calendar quarter shall be considered a Representation
Date) and the next occurring Representation Date. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement
Shares following a Representation Date when no instructions for the sale of Placement Shares hereunder were in effect (including as a
result of a Suspension) and did not provide the Agent with a certificate under this Section 7(l), then before the Company delivers
the instructions for the sale of Placement Shares or the Agent sells any Placement Shares pursuant to such instructions, the Company
shall provide the Agent with a certificate in conformity with this Section 7(l) dated as of the date that the instructions for
the sale of Placement Shares are issued.
(m)
Legal Opinion. Prior to the date of the first Placement Notice and each Representation Date with respect to which the Company
is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding the date of this
Agreement, the Company shall cause to be furnished to the Agent (i) a written opinion and negative assurance letter of Graubard Miller
(“Company Counsel”), and (ii) a written opinion of internal counsel for the Company with respect to intellectual
property matters (“Company IP Counsel”), or other counsel satisfactory to the Agent, in form and substance
satisfactory to the Agent and its counsel, substantially similar to the form previously provided to the Agent and its counsel, modified,
as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, that in lieu
of such opinions for subsequent periodic filings under the Exchange Act, counsel may furnish the Agent with a letter (a “Reliance
Letter”) to the effect that the Agent may rely on a prior opinion delivered under this Section 7(m) to the same
extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration
Statement and the Prospectus as amended or supplemented as of the date of the Reliance Letter).
(n)
Comfort Letter. Prior to the date of the first Placement Notice and each Representation Date with respect to which the Company
is obligated to deliver a certificate pursuant to Section 7(l) for which no waiver is applicable and excluding the date of this
Agreement, the Company shall cause its independent registered public accounting firm to furnish the Agent letters (the “Comfort
Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section
7(n). The Comfort Letter from the Company’s independent registered public accounting firm shall be in a form and substance
satisfactory to the Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities
Act and the Public Company Accounting Oversight Board (“PCAOB”), (ii) stating, as of such date, the conclusions
and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort
letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort
Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial
Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as
amended and supplemented to the date of such letter.
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(o)
Market Activities; Compliance with Regulation M. The Company will not, directly or indirectly, (i) take any action designed to
cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price
of any security of the Company to facilitate the sale or resale of Common Stock or (ii) sell, bid for, or purchase Common Stock in violation
of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Agent.
(p)
Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor any
of its Subsidiaries will be or become, at any time prior to the termination of this Agreement, required to register as an “investment
company,” as such term is defined in the Investment Company Act.
(q)
No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity
as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity
as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities
Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares
hereunder.
(r)
Blue Sky and Other Qualifications. The Company will use its commercially reasonable efforts, in cooperation with the Agent,
to qualify the Placement Shares for offering and sale, or to obtain an exemption for the Placement Shares to be offered and sold, under
the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the Agent may designate and to maintain
such qualifications and exemptions in effect for so long as required for the distribution of the Placement Shares (but in no event for
less than one year from the date of this Agreement); provided, however, that the Company shall not be obligated to file
any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in
which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise
so subject. In each jurisdiction in which the Placement Shares have been so qualified or exempt, the Company will file such statements
and reports as may be required by the laws of such jurisdiction to continue such qualification or exemption, as the case may be, in effect
for so long as required for the distribution of the Placement Shares (but in no event for less than one year from the date of this Agreement).
(s)
Sarbanes-Oxley Act. The Company and the Subsidiaries will maintain and keep accurate books and records reflecting their assets
and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with GAAP and including those policies and
procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the
preparation of the Company’s consolidated financial statements in accordance with GAAP, (iii) that receipts and expenditures of
the Company are being made only in accordance with management’s and the Company’s directors’ authorization, and (iv)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s
assets that could have a material effect on its financial statements. The Company and the Subsidiaries will maintain such controls and
other procedures, including, without limitation, those required by Sections 302 and 906 of the Sarbanes-Oxley Act, and the applicable
regulations thereunder that are designed to ensure that information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s
rules and forms, including, without limitation, controls and procedures designed to ensure that information required to be disclosed
by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s
management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate
to allow timely decisions regarding required disclosure and to ensure that material information relating to the Company or the Subsidiaries
is made known to them by others within those entities, particularly during the period in which such periodic reports are being prepared.
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(t)
Secretary’s Certificate; Further Documentation. Prior to the date of the first Placement Notice, the Company shall deliver
to the Agent a certificate of the Secretary of the Company and attested to by an executive officer of the Company, dated as of such date,
certifying as to (i) the Certificate of Incorporation of the Company, (ii) the By-laws of the Company, (iii) the resolutions of the Board
of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares
and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.
Within five (5) Trading Days of each Representation Date, the Company shall have furnished to the Agent such further information, certificates
and documents as the Agent may reasonably request.
8.
Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including
(i) the preparation and filing of the Registration Statement, including any fees required by the Commission, and the printing or electronic
delivery of the Prospectus as originally filed and of each amendment and supplement thereto, in such number as the Agent shall deem necessary,
(ii) the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering,
purchase, sale, issuance or delivery of the Placement Shares, (iii) the preparation, issuance and delivery of the certificates, if any,
for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties
or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, (iv) the fees and disbursements of the counsel,
accountants and other advisors to the Company, (v) the fees and expenses of Agent including but not limited to the fees and expenses
of the counsel to the Agent, payable upon the execution of this Agreement, (a) in an amount not to exceed $65,000 in connection with
the execution of this Agreement, (b) in an amount not to exceed $7,500 per calendar quarter thereafter payable in connection with each
Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(l) for which
no waiver is applicable and excluding the date of this Agreement and (c) in an amount not to exceed $12,500 payable in connection with
each program “refresh” (filing of a new registration statement, prospectus, or prospectus supplement relating to the Placement
Shares and/or an amendment of this Agreement) executed pursuant to this Agreement, (vi) the qualification or exemption of the Placement
Shares under state securities laws in accordance with the provisions of Section 7(r) hereof, including filing fees, but excluding
fees of the Agent’s counsel, (vii) the printing and delivery to the Agent of copies of any Permitted Issuer Free Writing Prospectus
and the Prospectus and any amendments or supplements thereto in such number as the Agent shall deem necessary, (viii) the preparation,
printing and delivery to the Agent of copies of the blue sky survey, (ix) the fees and expenses of the transfer agent and registrar for
the Common Stock, (x) the filing and other fees incident to any review by FINRA of the terms of the sale of the Placement Shares including
the fees of the Agent’s counsel (subject to the cap, set forth in clause (v) above), and (xi) the fees and expenses incurred in
connection with the listing of the Placement Shares on the Exchange.
-23-
9.
Conditions to the Agent’s Obligations. The obligations of the Agent hereunder with respect to a Placement will be subject
to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance
by the Company of its obligations hereunder, to the completion by the Agent of a due diligence review satisfactory to it in its reasonable
judgment, and to the continuing satisfaction (or waiver by the Agent in its sole discretion) of the following additional conditions:
(a)
Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the (i) resale
of all Placement Shares issued to the Agent and not yet sold by the Agent and (ii) sale of all Placement Shares contemplated to be issued
by any Placement Notice.
(b)
No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request
for additional information from the Commission or any other federal or state Governmental Authority during the period of effectiveness
of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement
or the Prospectus; (ii) the issuance by the Commission or any other federal or state Governmental Authority of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of
any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for
sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that
makes any statement of material fact made in the Registration Statement or the Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue or that requires the making of any changes in the Registration Statement, the Prospectus or
documents so that, in the case of the Registration Statement, it will not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the
Prospectus, it will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(c)
No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus,
or any amendment or supplement thereto, contains an untrue statement of fact that in the Agent’s reasonable opinion is material,
or omits to state a fact that in the Agent’s reasonable opinion is material and is required to be stated therein or is necessary
to make the statements therein not misleading.
(d)
Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission,
there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Effect or
any development that would cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s
securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it
has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect
of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Agent (without relieving
the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed
with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus.
(e)
Legal Opinions. The Agent shall have received the opinions and negative assurance letters required to be delivered pursuant to
Section 7(m) on or before the date on which such delivery of such opinions is required pursuant to Section 7(m).
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(f)
Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant to Section 7(n) on or
before the date on which such delivery of such Comfort Letter is required pursuant to Section 7(n).
(g)
Representation Certificate. The Agent shall have received the certificate required to be delivered pursuant to Section 7(l)
on or before the date on which delivery of such certificate is required pursuant to Section 7(l).
(h)
No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been
delisted from the Exchange.
(i)
Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company
shall have furnished to the Agent such appropriate further information, opinions, certificates, letters and other documents as the Agent
may reasonably request. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof.
(j)
Securities Act Filings Made. All filings with the Commission required by Rule 424 under the Securities Act to have been filed
prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing
by Rule 424.
(k)
Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice
of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to,
the issuance of any Placement Notice and the Exchange shall have reviewed such application and not provided any objections thereto.
(l)
FINRA. If applicable, FINRA shall have raised no objection to the terms of this offering and the amount of compensation allowable
or payable to the Agent as described in the Prospectus.
(m)
No Termination Event. There shall not have occurred any event that would permit the Agent to terminate this Agreement pursuant
to Section 12(a).
10.
Indemnification and Contribution.
(a)
Company Indemnification. The Company agrees to indemnify and hold harmless the Agent, its affiliates and their respective partners,
members, directors, officers, employees and agents and each person, if any, who controls the Agent or any affiliate within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, arising out of or based upon
any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto),
or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or arising out of any untrue statement or alleged untrue statement of a material fact included in any related Issuer
Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(ii)
against any and all loss, liability, claim, damage and expense whatsoever, as incurred, joint or several, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,
or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided
that (subject to Section 10(d) below) any such settlement is effected with the written consent of the Company, which consent shall
not unreasonably be delayed or withheld; and
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(iii)
against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel), reasonably incurred in investigating,
preparing or defending against any litigation, or any investigation or proceeding by any Governmental Authority, commenced or threatened,
or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission (whether or
not a party), to the extent that any such expense is not paid under (i) or (ii) above,
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made solely in reliance upon and in conformity with the
Agent Information (as defined below).
(b)
Agent Indemnification. Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company
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 against any and all loss, liability, claim, damage and expense described in the indemnity contained
in Section 10(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendments thereto), the Prospectus (or any amendment or supplement thereto) or any Issuer
Free Writing Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to the
Agent and furnished to the Company in writing by the Agent expressly for use therein. The Company hereby acknowledges that the only information
that the Agent has furnished to the Company expressly for use in the Registration Statement, the Prospectus, any Prospectus Supplement
or any Issuer Free Writing Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth and seventh
paragraphs under the caption “Plan of Distribution” in the Prospectus (the “Agent Information”).
(c)
Procedure. Any party that proposes to assert the right to be indemnified under this Section 10 will, promptly after receipt
of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or
parties under this Section 10, notify each such indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that
it might have to any indemnified party otherwise than under this Section 10 and (ii) any liability that it may have to any indemnified
party under the foregoing provision of this Section 10 unless, and only to the extent that, such omission results in the forfeiture
of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies
the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects
by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory
to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense,
the indemnifying party will not be liable to the indemnified party for any other legal expenses except as provided below and except for
the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified
party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will
be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing
by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying
party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified
party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action or counsel reasonably satisfactory
to the indemnified party, in each case, within a reasonable time after receiving notice of the commencement of the action; in each of
which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same
jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm (plus local counsel)
admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and
other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event,
be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior
written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened
claim, action or proceeding relating to the matters contemplated by this Section 10 (whether or not any indemnified party is a
party thereto), unless such settlement, compromise or consent (1) includes an express and unconditional release of each indemnified party,
in form and substance reasonably satisfactory to such indemnified party, from all liability arising out of such litigation, investigation,
proceeding or claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party.
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(d)
Settlement Without Consent if Failure to Reimburse. If an indemnified party shall have requested an indemnifying party
to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable
for any settlement of the nature contemplated by Section 10(a)(ii) effected without its written consent if (1) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (2) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (3) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(e)
Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for
in the foregoing paragraphs of this Section 10 is applicable in accordance with its terms but for any reason is held to be unavailable
or insufficient from the Company or the Agent, the Company and the Agent will contribute to the total losses, claims, liabilities, expenses
and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claim asserted) to which the Company and the Agent may be subject in such proportion as shall
be appropriate to reflect the relative benefits received by the Company on the one hand and the Agent on the other hand. The relative
benefits received by the Company on the one hand and the Agent on the other hand shall be deemed to be in the same proportion as the
total net proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation
received by the Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing
sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect
not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and
the Agent, on the other hand, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage,
or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by the Company or the Agent, the intent of the parties and
their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the
Agent agree that it would not be just and equitable if contributions pursuant to this Section 10(e) were to be determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein.
The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect
thereof, referred to above in this Section 10(e) shall be deemed to include, for the purpose of this Section 10(e), any
legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or
claim to the extent consistent with Section 10(c) hereof. Notwithstanding the foregoing provisions of this Section 10(e),
the Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person
found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 10(e), any person who controls
a party to this Agreement within the meaning of the Securities Act, any affiliates of the Agent and any officers, directors, partners,
employees or agents of the Agent or any of its affiliates, will have the same rights to contribution as that party, and each director
of the Company and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution may be made under this Section 10(e), will notify
any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties
from whom contribution may be sought from any other obligation it or they may have under this Section 10(e) except to the extent
that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution
is sought. Except for a settlement entered into pursuant to the last sentence of Section 10(c) hereof, no party will be liable
for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section
10(c) hereof.
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11.
Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 10 of
this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive,
as of their respective dates, regardless of (i) any investigation made by or on behalf of the Agent, any controlling persons, or the
Company (or any of their respective officers, directors, employees or controlling persons), (ii) delivery and acceptance of the Placement
Shares and payment therefor or (iii) any termination of this Agreement.
12.
Termination.
(a)
The Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the
time of execution of this Agreement or since the date as of which information is given in the Prospectus, any change, or any development
or event involving a prospective change, in the condition, financial or otherwise, or in the business, properties, earnings, results
of operations or prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business, which individually or in the aggregate, in the sole judgment of the Agent is material and adverse and makes it impractical
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred
any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities
or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Agent, impracticable
or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common
Stock has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or
limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company
on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements
or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by
either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that
the provisions of Section 8 (Payment of Expenses), Section 10 (Indemnification and Contribution), Section 11 (Representations
and Agreements to Survive Delivery), Section 17 (Governing Law and Time; Waiver of Jury Trial) and Section 18 (Consent
to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If the Agent elects to terminate this
Agreement as provided in this Section 12(a), the Agent shall provide the required notice as specified in Section 13 (Notices).
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(b)
The Company shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except
that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain
in full force and effect notwithstanding such termination.
(c)
The Agent shall have the right, by giving ten (10) days notice as hereinafter specified to terminate this Agreement in its sole discretion
at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except
that the provisions of Section 8, Section 10, Section 11, Section 17 and Section 18 hereof shall remain
in full force and effect notwithstanding such termination.
(d)
This Agreement shall remain in full force and effect unless terminated pursuant to Sections 12(a), (b), or (c) above
or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall
in all cases be deemed to provide that Section 8, Section 10, Section 11, Section 17 and Section 18
shall remain in full force and effect.
(e)
Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however,
that such termination shall not be effective until the close of business on the date of receipt of such notice by the Agent or the Company,
as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares
shall settle in accordance with the provisions of this Agreement.
13.
Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the
terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Agent, shall be delivered to:
A.G.P./Alliance
Global Partners
590
Madison Avenue
New
York, NY 10022
Attention:
Tom Higgins
Email:
atm@allianceg.com
with
a copy to:
Duane
Morris LLP
22
Vanderbilt, 335 Madison Avenue, 23rd Floor
New
York, NY 10017
Attention:
James T. Seery
Email:
jtseery@duanemorris.com
-29-
and
if to the Company, shall be delivered to:
PAVmed
Inc.
One
Grand Central Place, Suite 4600
New
York, New York 10165
Attention:
Lishan Aklog, M.D.
Email:
la@pavmed.com
with
a copy to:
Graubard
Miller
405
Lexington Avenue, 11th Floor
New
York, New York 10174
Attention:
David Alan Miller, Eric Schwartz
Email:
dmiller@graubard.com, eschwartz@graubard.com
Each
party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address
for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile
transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business
Day, on the next succeeding Business Day, (ii) by Electronic Notice, as set forth below, (iii) on the next Business Day after timely
delivery to a nationally-recognized overnight courier and (iv) on the Business Day actually received if deposited in the U.S. mail (certified
or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day”
shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.
An
electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section
13 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received
at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic
Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”)
which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice.
14.
Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Agent and their respective
successors and the parties referred to in Section 10 hereof. References to any of the parties contained in this Agreement shall be deemed
to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations
under this Agreement without the prior written consent of the other party; provided, however, that the Agent may assign
its rights and obligations hereunder to an affiliate thereof without obtaining the Company’s consent.
15.
Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall
be adjusted to take into account any stock split, stock dividend or similar event effected with respect to the Placement Shares.
16.
Entire Agreement; Amendment; Severability; Waiver. This Agreement (including all schedules and exhibits attached hereto and Placement
Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings,
both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof
may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by
a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is
valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or
unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder
of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver
by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power,
or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power, or privilege hereunder.
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17.
GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH
PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
18.
CONSENT TO JURISDICTION. EACH PARTY 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 WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM
OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO
SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
19.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made
by 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.
20.
Construction. The section and exhibit headings herein are for convenience only and shall not affect the construction hereof. References
herein to any law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority shall be deemed to refer
to such law, statute, ordinance, code, regulation, rule or other requirement of any Governmental Authority as amended, reenacted, supplemented
or superseded in whole or in part and in effect from time to time and also to all rules and regulations promulgated thereunder.
21.
Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent
of the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has
not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that
would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted
Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted
Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply
with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where
required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if
any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.
-31-
22.
Absence of Fiduciary Relationship. The Company acknowledges and agrees that:
(a)
the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction
contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company
or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand,
and the Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective
of whether or not the Agent has advised or is advising the Company on other matters, and the Agent has no obligation to the Company with
respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement;
(b)
it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated
by this Agreement;
(c)
neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated
by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;
(d)
it is aware that the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from
those of the Company and the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by
virtue of any fiduciary, advisory or agency relationship or otherwise; and
(e)
it waives, to the fullest extent permitted by law, any claims it may have against the Agent or its affiliates for breach of fiduciary
duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that the Agent
and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such
a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or
creditors of Company.
23.
Definitions. As used in this Agreement, the following terms have the respective meanings set forth below:
“Applicable
Time” means (i) each Representation Date, (ii) the time of each sale of any Placement Shares pursuant to this Agreement
and (iii) each Settlement Date.
“Governmental
Authority” means (i) any federal, provincial, state, local, municipal, national or international government or governmental
authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, court,
tribunal, arbitrator or arbitral body (public or private); (ii) any self-regulatory organization; or (iii) any political subdivision
of any of the foregoing.
-32-
“Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433, relating to the
Placement Shares that (1) is required to be filed with the Commission by the Company, (2) is a “road show” that is a “written
communication” within the meaning of Rule 433(d)(8)(i) whether or not required to be filed with the Commission, or (3) is exempt
from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Placement Shares or of the offering that does not
reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed,
in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act Regulations.
“Rule
164,” “Rule 172,” “Rule 405,” “Rule 415,”
“Rule 424,” “Rule 424(b),” “Rule 430B,” and “Rule
433” refer to such rules under the Securities Act Regulations.
All
references in this Agreement to financial statements and schedules and other information that is “contained,” “included”
or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration
Statement or the Prospectus, as the case may be.
All
references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall
be deemed to include the copy filed with the Commission pursuant to EDGAR; all references in this Agreement to any Issuer Free Writing
Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission)
shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements”
to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection
with any offering, sale or private placement of any Placement Shares by the Agent outside of the United States.
[Signature
Page Follows]
-33-
If
the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below
for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Agent.
Very
truly yours,
PAVMED
INC.
By:
/s/
Dennis M. McGrath
Name:
Dennis
M. McGrath
Title:
President
and Chief Financial Officer
ACCEPTED
as of the date first-above written:
A.G.P./ALLIANCE
GLOBAL PARTNERS
By:
/s/
Thomas J. Higgins
Name:
Thomas J. Higgins
Title:
Managing Director
[Signature
Page to Sales Agreement]
EX-5.1
EX-5.1
Filename: ex5-1.htm · Sequence: 3
Exhibit
5.1
Facsimile
Direct
Dial
September
9, 2026
PAVmed
Inc.
360
Madison Avenue, 25th Floor
New
York, New York 10017
Ladies
and Gentlemen:
We
have acted as counsel to PAVmed Inc., a Delaware corporation (the “Company”), in connection with the preparation of
the Registration Statement on Form S-3 (File No 333-283994), filed by the Company with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective on April 15, 2025
(“Registration Statement”), and the offering by the Company pursuant thereto (the “Offering”) of
$9,400,000 of the shares of Common Stock covered by the Registration Statement (the “Shares”), from time to time through
or to A.G.P./Alliance Global Partners acting as agent or principal (“Sales Agent”), pursuant to a Sales Agreement
(the “Sales Agreement”), between the Sales Agent and the Company. Sales in the Offering will be made pursuant to a
prospectus supplement and accompanying base prospectus included as part of the Registration Statement (the “Prospectus Supplement”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In
rendering the opinion set forth below, we have reviewed (a) the Sales Agreement, (b) the Registration Statement and the exhibits thereto
and the Prospectus Supplement, (c) the Company’s Certificate of Incorporation and Bylaws, each as amended and restated to date;
(d) certain records of the Company’s corporate proceedings as reflected in its minute books; and (e) such statutes, records, and
other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In
addition, we have made such other examinations of law and fact as we have deemed relevant in order to form a basis for the opinions hereinafter
expressed.
No
opinion is expressed herein other than as to the laws of the State of New York, the corporate law of the State of Delaware, and the federal
law of the United States of America.
Based
upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action
on the part of the Company and, when issued, delivered and paid for in accordance with the Registration Statement and the terms of the
Sales Agreement, the Shares will be validly issued, fully paid and nonassessable.
We
hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being
filed on the date hereof, and incorporation by reference of this opinion into the Registration Statement. We also consent to the use
of our name as counsel to the Company and to all references made to us in the Registration Statement and the Prospectus Supplement. In
giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations promulgated thereunder. This opinion is expressed as of the date hereof and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable
law.
Very
truly yours,
/s/
Graubard Miller
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v3.26.1
Cover
Sep. 09, 2026
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Entity File Number
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PAVMED
INC.
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
DE
Entity Address, Address Line One
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Entity Address, Address Line Two
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