Exhibit 1.1
Execution Version
64,250,000 SHARES OF COMMON STOCK (PAR VALUE
$0.0001 PER SHARE)
PRE-FUNDED WARRANTS TO PURCHASE 10,750,000 SHARES OF COMMON
STOCK
WARRANTS TO PURCHASE 75,000,000 SHARES OF COMMON STOCK (OR PRE-
FUNDED WARRANTS IN LIEU THEREOF)
ALTIMMUNE, INC.
UNDERWRITING AGREEMENT
April 22, 2026
April 22, 2026
Leerink Partners LLC
Barclays Capital Inc.
As Representatives of the several Underwriters
c/o Leerink Partners LLC
53 State Street, 40th Floor
Boston, Massachusetts 02109
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Ladies and Gentlemen:
Introductory. Altimmune, Inc., a Delaware
corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the
“Underwriters”) (i) an aggregate of 64,250,000 shares (the “Shares”) of its common stock,
par value $0.0001 per share (the “Common Stock”); (ii) pre-funded warrants of the Company to purchase an aggregate
of 10,750,000 shares of its Common Stock (the “Pre-Funded Warrants”) in a form to be mutually agreed upon by the Company
and the Representatives; and (iii) accompanying Common Stock warrants to purchase up to an aggregate of 75,000,000 shares of Common
Stock (or Pre-Funded Warrants in lieu thereof) at an exercise price of $3.00 per share in a form to be mutually agreed upon by the Company
and the Representatives (the “Common Warrants” and together with the Pre-Funded Warrants, the “Warrants”).
The Shares and the Warrants are collectively referred to as the “Offered Securities.” Leerink Partners LLC (“Leerink
Partners”) and Barclays Capital Inc. (“Barclays”) have agreed to act as representatives of the several Underwriters
(in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Securities. To the
extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall
mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
As used herein, “Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants.
The Company has prepared and filed with the Securities
and Exchange Commission (the “Commission”) registration statements on Form S-3, (File Nos. 333-291329 and
333-285355), each including a base prospectus (together, the “Base Prospectuses”) to be used in connection with the
offering and sale of the Offered Securities. Such registration statements, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which they became effective under the Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be
incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B
under the Securities Act, are called, collectively, the “Registration Statements.” Any registration statement filed
by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Securities
is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any
such Rule 462(b) Registration Statement the term “Registration Statements” shall include the Rule 462(b) Registration
Statement. The preliminary prospectus supplement dated April 22, 2026, if any, describing the Offered Securities and the offering
thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectuses, is called the “Preliminary
Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectuses in preliminary form
that describes the Offered Securities and the offering thereof and is used prior to the filing of the Prospectus (as defined below),
together with the Base Prospectuses, is called a “preliminary prospectus.” As used herein, the term “Prospectus”
shall mean the final prospectus supplement to the Base Prospectuses that describes the Offered Securities and the offering thereof (the
“Final Prospectus Supplement”), together with the Base Prospectuses in the form first used by the Underwriters to
confirm sales of the Offered Securities or in the form first made available to the Underwriters by the Company to meet requests of purchasers
pursuant to Rule 173 under the Securities Act. References herein to the Preliminary Prospectus, any preliminary prospectus and the
Prospectus shall refer to both the prospectus supplement and the Base Prospectuses of such prospectus. As used herein, the “Applicable
Time” is [9:30] p.m. (New York City time) on April 22, 2026. As used herein, “free writing prospectus”
has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary
Prospectus, as amended or supplemented immediately prior to the Applicable Time, together with the free writing prospectus identified
in Schedule B hereto, if any, and the pricing information identified in Schedule C hereto. As used herein, “Road
Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the
Offered Securities contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities
Act). As used herein, “Marketing Materials” means any materials or information provided to investors by, or with the
approval of, the Company in connection with the marketing of the offering of the Offered Securities, including any roadshow or investor
presentations made to investors by the Company (whether in person or electronically).
All references in this Agreement to the Registration
Statements, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses and the Prospectus shall include the documents
incorporated or deemed to be incorporated by reference therein. All references in this Agreement to financial statements and schedules
and other information which are “contained,” “included” or “stated” in, or “part of”
the Registration Statements, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectuses, the Time of Sale Prospectus 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 which is or is deemed to be incorporated by reference in
the Registration Statements, the Rule 462(b) Registration Statement, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectuses, the Time of Sale Prospectus or the Prospectus, as the case may be. All references in this Agreement to amendments
or supplements to the Registration Statements, the Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses, the Time
of Sale Prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act
of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”)
that is or is deemed to be incorporated by reference in the Registration Statements, the Preliminary Prospectus, any preliminary prospectus,
the Base Prospectuses, or the Prospectus, as the case may be. All references in this Agreement to (i) the Registration Statements,
the Preliminary Prospectus, any preliminary prospectus, the Base Prospectuses or the Prospectus, any amendments or supplements to any
of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval System (“EDGAR”) and (ii) the Prospectus shall be deemed to include any
“electronic Prospectus” provided for use in connection with the offering of the Offered Securities as contemplated by Section 3(n) of
this Agreement.
In the event that the Company has only one subsidiary,
then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis.
The Company hereby confirms its agreements with
the Underwriters as follows:
Section 1. Representations
and Warranties.
The Company hereby represents, warrants and covenants
to each Underwriter, as of the date of this Agreement, as of the Closing Date (as hereinafter defined), as follows:
(a) Compliance
with Registration Requirements. The Registration Statements have become effective under the Securities Act. The Company has complied,
to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information, if any. No stop
orders suspending the effectiveness of either registration statement comprising the Registration Statements is in effect and no proceedings
for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.
At the time the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”)
was filed with the Commission, or, if later, at the time each registration statement comprising the Registration Statements was originally
filed with the Commission, the Company met the then applicable requirements for use of Form S-3 under the Securities Act. As of
the date of this Agreement, the Company meets the requirements for use of Form S-3 under the Securities Act specified in FINRA Conduct
Rule 5110(h)(1)(C). The Commission has not notified the Company of any objection to the use of the form of either registration statement
comprising the Registration Statements or any post-effective amendment thereto. The documents incorporated or deemed to be incorporated
by reference in the Registration Statements, the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed
with the Commission, or became effective under the Exchange Act, as the case may be, complied and will comply in all material respects
with the requirements of the Exchange Act.
(b) Disclosure.
Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by
electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act)
to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Securities. Each of the
registration statements comprising the Registration Statements and any post-effective amendment thereto, at the time it became or becomes
effective, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
As of the Applicable Time, the Time of Sale Prospectus did not, and at the Closing Date, will not, contain any 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 Prospectus, as of its date, did not, and at the Closing Date, will not, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not
apply to statements in or omissions from the Registration Statements or any post-effective amendment thereto, or the Prospectus or the
Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating
to any Underwriter furnished to the Company in writing by the Representatives expressly for use therein, it being understood and agreed
that the only such information consists of the information described in Section 9(b) below. The documents incorporated by reference
in the Time of Sale Prospectus or the Prospectus 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 necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts or other
documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to either of registration
statement comprising the Registration Statements which have not been described or filed as required.
(c) Free
Writing Prospectuses; Road Show. As of the determination date referenced in Rule 164(h) under the Securities
Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer”
in connection with the offering of the Offered Securities pursuant to Rules 164, 405
and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under
the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the
applicable rules and regulations of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required
to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or referred to by
the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act, including
timely filing with the Commission, retention and legending, as applicable, and each such free writing prospectus, as of its issue date
and at all subsequent times through the completion of the offer and sale of the Offered Securities did not, does not and will not include
any information that conflicted, conflicts or will conflict with the information contained in the Registration Statements, the Prospectus
or any preliminary prospectus unless such information has been superseded or modified as of such time. Except for the free writing prospectuses,
if any, identified in Schedule B, and electronic road shows, if any, each furnished to the Representatives before first use, the
Company has not prepared, used or referred to, and will not, without the Representatives’ prior written consent, prepare, use or
refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, did not, as
of the Applicable Time, contain any 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.
(d) Distribution
of Offering Material By the Company. Prior to the later of (i) the completion of the Underwriters’ distribution of
the Offered Securities and (ii) the expiration of 30 days after the date of the Prospectus, the Company has not distributed and
will not distribute any offering material in connection with the offering and sale of the Offered Securities other than the Registration
Statements, the Time of Sale Prospectus, the Prospectus or any free writing prospectus reviewed and consented to by the Representatives,
and free writing prospectuses, if any, identified on Schedule B hereto.
(e) The
Underwriting Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(f) Authorization
of the Shares. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered
by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, 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.
(g) Authorization
of the Warrants. The Warrants have been duly authorized and, when executed and delivered by the Company in accordance with this
Agreement, will be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms
except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares to be issued by
the Company upon exercise of the Warrants in accordance therewith have been duly authorized and reserved for issuance upon exercise of
the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise
of the Warrants in accordance therewith, will be validly issued, 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.
(h) No
Applicable Registration or Other Similar Rights. There are no persons with registration or other similar rights to have any equity
or debt securities registered for sale under the Registration Statements or included in the offering contemplated by this Agreement,
except for such rights as have been duly waived.
(i) No
Material Adverse Change. Except as otherwise disclosed in the Registration Statements, the Time of Sale Prospectus and the Prospectus,
subsequent to the respective dates as of which information is given in the Registration Statements, the Time of Sale Prospectus and the
Prospectus: (i) there has been no material adverse change, or any development that could be reasonably expected to result in a material
adverse change, in (A) the condition, financial or otherwise, or in the earnings, business, properties, operations, operating results,
assets, liabilities or prospects, whether or not arising from transactions in the ordinary course of business, of the Company and its
subsidiaries, considered as one entity or (B) the ability of the Company to consummate the transactions contemplated by this Agreement
or perform its obligations hereunder (any such change being referred to herein as a “Material Adverse Change”); (ii) the
Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent,
including without limitation any losses or interference with their business from fire, explosion, flood, earthquakes, accident or other
calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that
are material, individually or in the aggregate, to the Company and its subsidiaries, considered as one entity, and have not entered into
any transactions not in the ordinary course of business; and (iii) there has not been any material decrease in the capital stock
or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend
or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries,
by any of the Company’s subsidiaries on any class of capital stock, or any repurchase or redemption by the Company or any of its
subsidiaries of any class of capital stock.
(j) Independent
Accountants. Ernst & Young LLP, which has expressed its opinion with respect to the financial statements (which term
as used in this Agreement includes the related notes thereto) filed with the Commission as a part of the Registration Statements, the
Time of Sale Prospectus and the Prospectus, is (i) an independent registered public accounting firm as required by the Securities
Act, the Exchange Act, and the rules of the Public Company Accounting Oversight Board (“PCAOB”), (ii) in
compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under
the Securities Act and (iii) a registered public accounting firm as defined by the PCAOB whose registration has not been suspended
or revoked and who has not requested such registration to be withdrawn.
(k) Financial
Statements. The financial statements filed with the Commission as a part of or incorporated by reference in the Registration
Statements, the Time of Sale Prospectus and the Prospectus present fairly, in all material respects, the consolidated financial position
of the Company and its subsidiaries as of the dates indicated and the results of their operations, changes in stockholders’ equity
and cash flows for the periods specified. Such financial statements comply as to form in all material respects with the requirements
of Regulation S-X under the Securities Act and have been prepared in conformity with generally accepted accounting principles applied
on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The interactive
data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statements 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. No other financial statements or supporting schedules are required to be included in the Registration Statements,
the Time of Sale Prospectus or the Prospectus. The financial data incorporated by reference into each of the registration statements
comprising the Registration Statements, the Time of Sale Prospectus and the Prospectus fairly presents the information set forth therein
on a basis consistent with that of the audited financial statements contained in the Registration Statements, the Time of Sale Prospectus
and the Prospectus. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered
public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated
in or otherwise aided in the preparation of, or audited, the financial statements, supporting schedules or other financial data filed
with the Commission as a part of the Registration Statements, the Time of Sale Prospectus, and the Prospectus.
(l) Company’s
Accounting System. The Company and each of its subsidiaries make and keep accurate books and records and maintain a system of
internal accounting controls designed, and which the Company reasonably believes is sufficient, to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets;
(iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the
recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect
to any differences; and (v) the interactive data in eXtensible Business Reporting Language included or incorporated by reference
in the Registration Statements, the Time of Sale Prospectus and the Prospectus fairly presents the information called for in all material
respects and is prepared in accordance with the Commission's rules and guidelines applicable thereto.
(m) Disclosure
Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting. The Company has established
and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are
designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s
principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which
the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for
effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects
to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there
have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether
or not remediated) and 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. The Company is not aware of any
fraud, whether or not material, that involves management or other employees who have a significant role in the internal controls of the
Company and each of its subsidiaries or any change in its internal control over financial reporting that has occurred during its most
recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
(n) Incorporation
and Good Standing of the Company. The Company has been duly incorporated and is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation and has the corporate power and authority to own, lease and operate its properties
and to conduct its business as described in the Registration Statements, the Time of Sale Prospectus and the Prospectus and to enter
into and perform its obligations under this Agreement. The Company is duly qualified as a foreign corporation to transact business and
is in good standing in the State of Delaware and each other jurisdiction in which such qualification is required, whether by reason of
the ownership or leasing of property or the conduct of business, except where the failure to be so qualified could not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Change.
(o) Subsidiaries.
Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities
Act) has been duly incorporated or organized, as the case may be, and is validly existing as a corporation, partnership or limited liability
company, as applicable, in good standing under the laws of the jurisdiction of its incorporation or organization and has the power and
authority (corporate or other) to own, lease and operate its properties and to conduct its business as described in the Registration
Statements, the Time of Sale Prospectus and the Prospectus, except where the failure to be in good standing could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Change. Each of the Company’s subsidiaries is duly qualified as a
foreign corporation, partnership or limited liability company, as applicable, to transact business and is in good standing in each jurisdiction
in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except
where the failure to be so qualified could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.
All of the issued and outstanding capital stock or other equity or ownership interests of each of the Company’s subsidiaries have
been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries,
free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim. None
of the outstanding capital stock or equity interest in any subsidiary of the Company was issued in violation of preemptive or similar
rights of any security holder of such subsidiary. The constitutive or organizational documents of each of the Company’s subsidiaries
comply in all material respects with the requirements of applicable laws of its jurisdiction of incorporation or organization and are
in full force and effect. The Company does not own or control, directly or indirectly, any corporation, association or other entity
other than the subsidiaries listed in Exhibit 21 to the Company’s most recent Annual Report on Form 10-K.
(p) Capitalization
and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration
Statements and the Time of Sale Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon
the exercise of outstanding options or warrants, in each case described in the Registration Statements, the Time of Sale Prospectus and
the Prospectus). All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid
and nonassessable and have been issued in compliance with all federal and state laws and conform to the description thereof contained
in the Time of Sale Prospectus. None of the outstanding shares of Common Stock was issued in violation of any preemptive rights, rights
of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding
options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into
or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration
Statements, the Time of Sale Prospectus and the Prospectus and, if any, they have been duly authorized and validly issued, conform to
the description thereof contained in the Registration Statements, the Time of Sale Prospectus and the Prospectus and were issued in compliance
with federal and state securities laws. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted thereunder, set forth in the Registration Statements, the Time of Sale Prospectus and the Prospectus
accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements,
options and rights. The description of the Offered Securities, including the Warrant Shares, in the Registration Statements, the Time
of Sale Prospectus and the Prospectus is complete and accurate in all material respects. Except as disclosed in or contemplated by the
Registration Statements, the Time of Sale Prospectus or 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.
(q) Stock
Exchange Listing. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is
listed on The Nasdaq Global Market (“Nasdaq”), and the Company has taken no action designed to, or likely to have
the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from Nasdaq, nor
has the Company received any notification that the Commission or the Nasdaq is contemplating terminating such registration or listing.
To the Company’s knowledge, it is in compliance with all applicable listing requirements of Nasdaq.
(r) Non-Contravention
of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is
in violation of its charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable,
or is in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture,
loan, credit agreement, note, lease, license agreement, contract, franchise or other instrument (including, without limitation, any pledge
agreement, security agreement, mortgage or other instrument or agreement evidencing, guaranteeing, securing or relating to indebtedness)
to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of their respective
properties or assets are subject (each, an “Existing Instrument”), except for such Defaults as would not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company’s execution, delivery and performance
of this Agreement and the Warrants, consummation of the transactions contemplated hereby and by the Registration Statements, the Time
of Sale Prospectus and the Prospectus and the issuance and sale of the Offered Securities (including the use of proceeds from the sale
of the Offered Securities as described in the Registration Statements, the Time of Sale Prospectus and the Prospectus under the caption
“Use of Proceeds”) and the issuance of the Warrant Shares upon exercise of the Warrants (i) have been duly authorized
by all necessary corporate action and will not result in any violation of the provisions of the charter or by-laws, partnership agreement
or operating agreement or similar organizational documents, as applicable, of the Company or any subsidiary, (ii) will not conflict
with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require
the consent of any other party to, any Existing Instrument, and (iii) will not result in any violation of any law, administrative
regulation or administrative or court decree applicable to the Company or any of its subsidiaries, except in the case of clauses (ii) and
(iii), as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. No consent, approval,
authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is
required for the Company’s execution, delivery and performance of this Agreement, the Warrants and consummation of the transactions
contemplated hereby and by the Registration Statements, the Time of Sale Prospectus and the Prospectus, except such as have been obtained
or made by the Company and are in full force and effect under the Securities Act and such as may be required under applicable state securities
or blue sky laws or the Financial Industry Regulatory Authority, Inc. (“FINRA”) or Nasdaq. As used herein, a
“Debt Repayment Triggering Event” means any event or condition which gives, or with the giving of notice or lapse
of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of
its subsidiaries.
(s) Compliance
with Laws. The Company and its subsidiaries have been and are in compliance with all applicable laws, rules and regulations,
except where failure to be so in compliance could not be expected, individually or in the aggregate, to have a Material Adverse Change.
(t) No
Material Actions or Proceedings. Except as otherwise disclosed in the Registration Statements, the Time of Sale Prospectus and
the Prospectus, there is no action, suit, proceeding, inquiry or investigation brought by or before any legal or governmental entity
now pending or, to the knowledge of the Company, threatened, against or affecting the Company or any of its subsidiaries, which could
be expected, individually or in the aggregate, to have a Material Adverse Change or materially and adversely affect the consummation
of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder; and the aggregate
of all pending legal or governmental proceedings to which the Company or any such subsidiary is a party or of which any of their respective
properties or assets is the subject, including ordinary routine litigation incidental to the business, if determined adversely to the
Company, would not reasonably be expected to have a Material Adverse Change. No material labor dispute with the employees of the Company
or any of its subsidiaries, or with the employees of any principal supplier, manufacturer, customer or contractor of the Company, exists
or, to the knowledge of the Company, is threatened or imminent.
(u) Intellectual
Property Rights. The Company and its subsidiaries own, or have obtained valid and enforceable licenses for, the inventions, patent
applications, patents, trademarks, trade names, service names, copyrights, trade secrets and other intellectual property described in
the Registration Statements, the Time of Sale Prospectus and the Prospectus as being owned or licensed by them or which are necessary
for the conduct of their respective businesses as currently conducted or as currently proposed to be conducted (collectively, “Intellectual
Property”) except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change.
To the Company’s knowledge, and except for such third-party rights or infringements that could not reasonably be expected, individually
or in the aggregate, to have a Material Adverse Change, and the conduct of their respective businesses does not and will not infringe,
misappropriate or otherwise conflict in any material respect with any such rights of others. The Intellectual Property of the Company
has not been adjudged by a court of competent jurisdiction to be invalid or unenforceable, in whole or in part, and the Company is unaware
of any facts which would form a reasonable basis for any such adjudication. To the Company's knowledge: (i) there are no third parties
who have rights to any Intellectual Property, except for customary reversionary rights of third-party licensors with respect to Intellectual
Property that is disclosed in the Registration Statements, the Time of Sale Prospectus and the Prospectus as licensed to the Company
or one or more of its subsidiaries; and (ii) there is no infringement by third parties of any Intellectual Property. There is no
pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others: (A) challenging the Company’s
rights in or to any Intellectual Property, and the Company is unaware of any facts which would form a reasonable basis for any such action,
suit, proceeding or claim; (B) challenging the validity, enforceability or scope of any Intellectual Property, and the Company is
unaware of any facts which would form a reasonable basis for any such action, suit, proceeding or claim; or (C) asserting that the
Company or any of its subsidiaries infringes or otherwise violates, or would, upon the commercialization of any product or service described
in the Registration Statements, the Time of Sale Prospectus or the Prospectus as under development, infringe or violate, any patent,
trademark, trade name, service name, copyright, trade secret or other proprietary rights of others, and the Company is unaware of any
facts which would form a reasonable basis for any such action, suit, proceeding or claim. 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 any subsidiary, and all
such agreements are in full force and effect. To the Company’s knowledge, there are no material defects in any of the patents or
patent applications included in the Intellectual Property. All employees or contractors engaged on behalf of the Company or any of its
subsidiaries in the development of Intellectual Property Rights have executed an invention assignment agreement whereby such employees
or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or
the applicable subsidiary, and no such agreement has been breached or violated. The Company and its subsidiaries have taken all reasonable
steps to protect, maintain and safeguard their Intellectual Property, including the execution of appropriate employment contracts, patent
disclosure agreements, invention assignment agreements, invention assignments, non-competition agreements, non-solicitation agreements,
and nondisclosure agreements with their employees, and no employee of the Company is in or has been in violation of any term of any employment
contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure
agreement, or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s
employment with the Company. The duty of candor and good faith as required by the United States Patent and Trademark Office during the
prosecution of the United States patents and patent applications included in the Intellectual Property have been complied with; and in
all foreign offices having similar requirements, all such requirements have been complied with. None of the Company owned Intellectual
Property or technology (including information technology and outsourced arrangements) employed by the Company or its subsidiaries has
been obtained or is being used by the Company or its subsidiary in violation of any contractual obligation binding on the Company or
its subsidiaries or any of their respective officers, directors or employees or otherwise in violation of the rights of any persons.
The product candidates described in the Registration Statements, the Time of Sale Prospectus and the Prospectus as under development
by the Company or any subsidiary fall within the scope of the claims of one or more patents or patent applications owned by, or exclusively
licensed to, the Company or any subsidiary.
(v) All
Necessary Permits, etc. The Company and its subsidiaries possess such valid and current certificates, authorizations or
permits required by state, federal or foreign regulatory agencies or bodies to conduct their respective businesses as currently conducted
and as described in the Registration Statements, the Time of Sale Prospectus or the Prospectus (“Permits”), except
where failure to so possess would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change.
Neither the Company nor any of its subsidiaries is in violation of, or in default under, any of the Permits or has received any notice
of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit,
except as where such violation, default, revocation, modification or non-compliance could not reasonably be expected, individually or
in the aggregate, to have a Material Adverse Change.
(w) Title
to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other
assets reflected as owned in the financial statements referred to in Section 1(k) above (or elsewhere in the Registration Statements,
the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances,
equities, adverse claims and other defects, except where failure to so possess would not reasonably be expected to, individually or in
the aggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease
by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do
not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property
by the Company or such subsidiary.
(x) Tax
Law Compliance. The Company and its subsidiaries have filed all federal, state, local and foreign tax returns required to be
filed by the Company and its subsidiaries or have properly requested extensions thereof (and such returns were when filed complete and
correct in all material respects), and have paid all taxes required to be paid by any of them and, if due and payable, any related or
similar assessment, fine or penalty levied against any of them, except as may be being contested in good faith and by appropriate proceedings
or where the failure to file such tax returns or to pay such taxes would not, individually or in the aggregate, result in a Material
Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(k) in
respect of all taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.
The Company and its subsidiaries do not have any tax deficiencies or claims outstanding or assessed or, to the Company’s knowledge,
proposed against them, except as would not, individually or in the aggregate, result in a Material Adverse Change.
(y) Insurance.
Each of the Company and its subsidiaries are insured by recognized, financially sound and reputable institutions with policies in such
amounts and with such deductibles and covering such risks as are generally deemed adequate and customary for their businesses including,
but not limited to, policies covering real and personal property owned or leased by the Company and its subsidiaries against theft, damage,
destruction, acts of vandalism and earthquakes and policies covering the Company and its subsidiaries for product liability claims and
clinical trial liability claims. The Company has no reason to believe that it or any of its subsidiaries will not be able (i) to
renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions
as may be necessary or appropriate to conduct its business as now conducted and at a cost that could not be expected to have a Material
Adverse Change. Neither the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which
it has applied.
(z) Compliance
with Environmental Laws. Except as could not be expected, individually or in the aggregate, to have a Material Adverse Change:
(i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any
judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including,
without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation,
laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances,
hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture,
processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental
Laws”); (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable
Environmental Laws and are each in compliance with their requirements; (iii) there are no pending or threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation
or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (iv) to the Company’s
knowledge, there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation,
or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its
subsidiaries relating to Hazardous Materials or any Environmental Laws.
(aa) ERISA
Compliance. The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement
Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”))
established or maintained by the Company, its subsidiaries or, to the knowledge of the Company, their “ERISA Affiliates”
(as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to
the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or
(o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”)
of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably
expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries
or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or
any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded
benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred
or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from,
any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established
or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of
the Code is so qualified and, nothing has occurred, to the Company’s knowledge, whether by action or failure to act, which would
cause the loss of such qualification.
(bb) Company
Not an “Investment Company.” The Company is not, and will not be, either after receipt of payment for the Offered
Securities or after the application of the proceeds therefrom as described under “Use of Proceeds” in the Registration Statements,
the Time of Sale Prospectus or the Prospectus, required to register as an “investment company” under the Investment Company
Act of 1940, as amended (the “Investment Company Act”).
(cc) No
Price Stabilization or Manipulation; Compliance with Regulation M. Neither the Company nor any of its subsidiaries has taken,
directly or indirectly, any action designed to or that would reasonably be expected to cause or result in stabilization or manipulation
of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange
Act (“Regulation M”)) with respect to the Shares, whether to facilitate the sale or resale of the Offered Securities
or otherwise, and has taken no action which would directly or indirectly violate Regulation M.
(dd) Related-Party
Transactions. There are no business relationships or related-party transactions involving the Company or any of its subsidiaries
or any other person required to be described in the Registration Statements, the Time of Sale Prospectus or the Prospectus that have
not been described as required.
(ee) FINRA
Matters. All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel,
its officers and directors and to the Company’s knowledge, the holders of any securities (debt or equity) or options to acquire
any securities of the Company in connection with the offering of the Offered Securities is true, complete, correct in all material respects
and compliant with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to
FINRA Rules or NASD Conduct Rules is true, complete and correct in all material respects. The Company meets the definition
of the term “experienced issuer” specified in FINRA Rule 5110(j)(6).
(ff) Parties
to Lock-Up Agreements. The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A
(the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists
under an appropriate caption the directors and officers of the Company. If any additional persons shall become directors or officers
of the Company prior to the end of the Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously
with their appointment or election as a director or officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.
(gg) Statistical
and Market-Related Data. All statistical, demographic and market-related data included or incorporated by reference in the Registration
Statements, the Time of Sale Prospectus or the Prospectus are based on or derived from sources that the Company believes, after reasonable
inquiry, to be reliable and accurate in all material respects. To the extent required, the Company has obtained the written consent to
the use of such data from such sources.
(hh) Sarbanes-Oxley
Act. There is, and has been, no failure on the part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply with any applicable provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations
promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections
302 and 906 related to certifications.
(ii) No
Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best of the Company’s
knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or
candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration
Statements, the Time of Sale Prospectus or the Prospectus.
(jj) Anti-Corruption
and Anti-Bribery Laws. (A) None of the Company, any of its subsidiaries or affiliates, or any director, officer or employee
thereof, or, to the Company’s knowledge, any agent or representative of the Company or of any of its subsidiaries or affiliates,
has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving
or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer
or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting
in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political
office) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (B) the Company
and each of its subsidiaries and affiliates have conducted their respective businesses in compliance with applicable anti-corruption
laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance
with such laws and with the representations and warranties contained herein; and (C) neither the Company nor any of its subsidiaries
will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization
of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.
(kk) Money
Laundering Laws. The operations of the Company and each of its subsidiaries are and have been conducted at all times in compliance
with applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III
of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), and the applicable anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,
authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is
pending or, to the best knowledge of the Company, threatened.
(ll) Sanctions.
(A) None of the Company, any of its subsidiaries, or any director, officer, or employee thereof, or, to the Company’s
knowledge, any agent, affiliate or representative of the Company or any of its subsidiaries, is an individual or entity (“Person”)
that is, or is 50% or greater owned or, as applicable, controlled by one or more Persons that are:
(I) the
subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the
United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively,
“Sanctions”), or
(II) located,
organized or ordinarily resident in a country or territory that is the subject or target of Sanctions (including, without limitation,
Crimea, Cuba, Iran, North Korea, Syria, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic
regions of Ukraine, each a “Sanctioned Country”).
(B) The
Company will not, directly or indirectly, use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds
to any subsidiary, joint venture partner or other Person:
(I) 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 or target of Sanctions; or
(II) in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the transaction, whether
as underwriter, advisor, investor or otherwise).
(C) The
Company and each of its subsidiaries have not knowingly engaged in, are not now knowingly engaged 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
or target of Sanctions.
(mm) Brokers.
Except pursuant to this Agreement, there is no broker, finder or other party that is entitled to receive from the Company any brokerage
or finder’s fee or other fee or commission as a result of any transactions contemplated by this Agreement.
(nn) Forward-Looking
Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A
of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statements, the Time of Sale Prospectus
or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company
of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary
statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement.
No such statement was made with the knowledge of an executive officer or director of the Company that it was false or misleading.
(oo) No
Outstanding Loans or Other Extensions of Credit. The Company does not have any outstanding extension of credit, in the form of
a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit
as are expressly permitted by Section 13(k) of the Exchange Act.
(pp) 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 and its subsidiaries as currently conducted,
free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its subsidiaries
have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards
to maintain and protect their material confidential information and data, including “Personal Data,” used in connection with
their businesses (collectively, “Data”) and the integrity, continuous operation, redundancy and security of
all IT Systems. “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” or similar term under applicable Privacy Laws; (iii) 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”); and (iv) 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 breaches, violations, outages or unauthorized uses of
or accesses to any IT Systems or Data, except for those that have been remedied without material cost or liability or the duty to notify
any other person, nor any incidents under internal review or investigations relating to the same. The Company and its subsidiaries are
presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court
or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security
of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.
(qq) Compliance
with Data Privacy Laws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable
state, federal, and foreign data privacy and security laws and regulations, including without limitation HIPAA, the European Union General
Data Protection Regulation (“GDPR”) (EU 2016/679), and the GDPR as it forms part of United Kingdom (“UK”)
domestic law (“UK GDPR”) (collectively, the “Privacy Laws”). To ensure compliance with the Privacy
Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance
in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use, disclosure,
handling, and analysis of Personal Data (the “Policies”). The Company and its subsidiaries have at all times made
all 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, to the knowledge of the Company, 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
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.
(rr) Clinical
Data and Regulatory Compliance. The preclinical tests and clinical trials, and other studies (collectively, “studies”)
involving the Company’s product candidates that are described in, or the results of which are referred to in, the Registration
Statements, the Time of Sale Prospectus or the Prospectus were and, if still pending, are being conducted in all material respects in
accordance with the protocols, procedures and controls designed and approved for such studies and with standard medical and scientific
research procedures; each description of the results of such studies is accurate and complete in all material respects and fairly presents
the data derived from such studies, and the Company and its subsidiaries have no knowledge of any other studies involving the Company’s
product candidates, the results of which are materially inconsistent with, or otherwise call into question, the results described or
referred to in the Registration Statements, the Time of Sale Prospectus or the Prospectus; the Company and its subsidiaries have made
all material filings and obtained all such approvals as may be required by the U.S. Food and Drug Administration of the U.S. Department
of Health and Human Services or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care
facility Institutional Review Board or Ethics Committee (collectively, the “Regulatory Agencies”); neither the Company
nor any of its subsidiaries has received any written notice of, or correspondence from, any Regulatory Agency requiring the termination,
suspension or modification of any clinical trials that are described or referred to in the Registration Statements, the Time of Sale
Prospectus or the Prospectus; and the Company and its subsidiaries have each operated and currently are in compliance in all material
respects with all applicable laws, rules and regulations of the Regulatory Agencies.
(ss) Compliance
with Health Care Laws. The Company and its subsidiaries are, and at all times have been, in compliance in all material respects
with all Health Care Laws, as applicable. For purposes of this Agreement, “Health Care Laws” means: (i) the Federal
Food, Drug, and Cosmetic Act (21 U.S.C. Section 301 et seq.), the Public Health Service Act (42 U.S.C. Section 201 et seq.),
and the regulations promulgated thereunder; (ii) all applicable federal, state, local and foreign health care fraud and abuse laws,
including, without limitation, the Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)), the Civil False Claims Act (31 U.S.C.
Section 3729 et seq.), the criminal false statements law (42 U.S.C. Section 1320a-7b(a)), 18 U.S.C. Sections 286 and 287, the
health care fraud criminal provisions under HIPAA (42 U.S.C. Section 1320d et seq.), the Stark Law (42 U.S.C. Section 1395nn),
the civil monetary penalties law (42 U.S.C. Section 1320a-7a), the exclusion law (42 U.S.C. Section 1320a-7), and applicable
laws governing government funded or sponsored healthcare programs; (iii) HIPAA, as amended by the Health Information Technology
for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.); (iv) the Patient Protection and Affordable Care Act
of 2010, as amended by the Health Care and Education Reconciliation Act of 2010; (v) licensure, quality, safety and accreditation
requirements under applicable federal, state, local or foreign laws or regulatory bodies; and (vi) all other local, state, federal,
national, supranational and foreign laws, relating to the regulation of the product candidates of the Company or its subsidiaries, and
(vii) the directives and regulations promulgated pursuant to such statutes. Neither the Company nor any of its subsidiaries has
received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action from
any court or arbitrator or governmental or regulatory authority or third party alleging that any product operation or activity is in
violation of any Health Care Laws nor, to the Company’s knowledge, is any such claim, action, suit, proceeding, hearing, enforcement,
investigation, arbitration or other action threatened. The Company and each of the subsidiaries possesses all licenses, certificates,
authorizations and permits issued by, and has made all declarations and filings with, the appropriate local, state, federal or foreign
regulatory agencies or bodies (including, without limitation, those administered by the FDA or by any foreign, federal, state or local
governmental or regulatory authority performing functions similar to those performed by the FDA) which are necessary for the ownership
of their respective properties or the conduct of their respective businesses (collectively, the “Governmental Authorizations”).
The Company and the subsidiaries are in material compliance with all such Governmental Authorizations and all such Governmental Authorizations
are valid and in full force. Neither the Company nor any Subsidiary has received written notification of any revocation, modification
in any material respect, suspension, termination or invalidation (or proceedings related thereto) of any such Governmental Authorizations
and to the knowledge of the Company, no event has occurred that allows or results in, or after notice or lapse of time or both would
allow or result in revocation, material modification, suspension, termination or invalidation (or proceedings related thereto) of any
such Governmental Authorization and the Company has no reason to believe that any such Governmental Authorization will not be renewed.
The Company and its subsidiaries have filed, maintained or submitted all material reports, documents, forms, notices, applications, records,
claims, submissions and supplements or amendments as required by any Health Care Laws and Governmental Authorizations, and all such reports,
documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the
date filed in all material respects (or were corrected or supplemented by a subsequent submission). Neither the Company nor any of its
subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar
agreements with or imposed by any governmental or regulatory authority. Additionally, neither the Company, any of its subsidiaries nor
any of their respective employees, officers, directors, or agents has been excluded, suspended or debarred from participation in any
U.S. federal health care program or human clinical research or, to the knowledge of the Company, is subject to a governmental inquiry,
investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.
(tt) No
Rights to Purchase Preferred Stock. The issuance and sale of the Offered Securities as contemplated hereby will not cause any
holder of any shares of capital stock, securities convertible into or exchangeable or exercisable for capital stock or options, warrants
or other rights to purchase capital stock or any other securities of the Company to have any right to acquire any shares of preferred
stock of the Company.
(uu) No
Contract Terminations. Neither the Company nor any of its subsidiaries has sent or received any communication regarding termination
of, or intent not to renew, any of the contracts or agreements referred to or described in any preliminary prospectus, the Prospectus
or any free writing prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statements, or any document
incorporated by reference therein, and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries
or, to the Company’s knowledge, any other party to any such contract or agreement, which threat of termination or non-renewal has
not been rescinded as of the date hereof.
(vv) Dividend
Restrictions. No subsidiary of the Company is prohibited or restricted, directly or indirectly, from paying dividends to the
Company, or from making any other distribution with respect to such subsidiary’s equity securities or from repaying to the Company
or any other subsidiary of the Company any amounts that may from time to time become due under any loans or advances to such subsidiary
from the Company or from transferring any property or assets to the Company or to any other subsidiary.
(ww) Outbound
Investment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person,” as that
term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage,
directly or indirectly, in a “covered activity,” as that term is defined in in 31 C.F.R. § 850.208 (“Covered
Activity”). The Company does not have any joint ventures that engage in or plan to engage in any Covered Activity. The Company
also does not, directly or indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct
or cause the direction of the management or policies of any person or persons that engages or plans to engage in any Covered Activity.
Any certificate signed by any officer of the Company
or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the
purchase and sale, of the Offered Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the
matters covered thereby.
The Company has a reasonable basis for making
each of the representations set forth in this Section 1. The Company acknowledges that the Underwriters and, for purposes of the
opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the
accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.
Section 2. Purchase,
Sale and Delivery of the Offered Securities.
(a) The
Offered Securities. Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate
of 64,250,000 Shares, Pre-Funded Warrants to purchase an aggregate of 10,750,000 shares of Common Stock and accompanying Common Warrants
to purchase an aggregate of 75,000,000 shares of Common Stock (or Pre-Funded Warrants in lieu thereof). On the basis of the representations,
warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree,
severally and not jointly, to purchase from the Company the respective number of Shares, Pre-Funded Warrants and accompanying Common
Warrants set forth opposite their names on Schedule A. The purchase price per Share and accompanying Common Warrant to be paid
by the several Underwriters to the Company shall be $2.82 per unit, which shall be allocated as $2.8199999 per Share and $0.0000001 per
Common Warrant (the “Share Purchase Price”) and the purchase price per Pre-Funded Warrant and accompanying Common
Warrant to be paid by the several Underwriters to the Company shall be $2.819, which shall be allocated as $2.8189999 per Pre-Funded
Warrant and $0.0000001 per Common Warrant (the “Warrant Purchase Price”).
(b) The
Closing Date. Delivery of certificates for the Offered Securities to be purchased by the Underwriters and payment therefor shall
be made at the offices of Cooley LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New
York City time, on April 24, 2026 or such other time and date not later than 1:30 p.m. New York City time, on May 1,
2026 as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing
Date”). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the
Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representatives to recirculate
to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.
(c) Offering
of the Offered Securities. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the
purchasers, initially on the terms set forth in the Registration Statements, the Time of Sale Prospectus and the Prospectus, their respective
portions of the Offered Securities as soon after this Agreement has been executed as the Representatives, in their sole judgment, have
determined is advisable and practicable.
(d) Payment
for the Offered Securities. Payment for the Offered Securities shall be made at the Closing Date by wire transfer of immediately
available funds to the order of the Company. It is understood that the Representatives have been authorized, for their own accounts and
the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Shares,
the Pre-Funded Warrants and the accompanying Common Warrants, the Underwriters have agreed to purchase. Each of Leerink Partners and
Barclays, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered
Securities to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the Closing Date for
the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.
(e) Delivery
of the Offered Securities. The Company shall (i) deliver, or cause to be delivered through the facilities of Depositary
Trust Company (“DTC”) unless the Representatives shall otherwise instruct, to the Representatives for the accounts
of the several Underwriters the Shares at the Closing Date and (ii) deliver, or cause to be delivered, to the Representatives or
to the purchasers thereof the Pre-Funded Warrants and Common Warrants in definitive form, in accordance with the Underwriters’
instruction at the Closing Date, in each case, against release of a wire transfer of immediately available funds for the amount of the
purchase price therefor. If the Representatives so elect, delivery of the Offered Securities may be made by credit to the accounts designated
by the Representatives through DTC’s full fast transfer or DWAC programs. The Offered Securities shall be registered in such names
and denominations as the Representatives shall have requested at least one full business days prior to the Closing Date. Time shall be
of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.
Notwithstanding the foregoing, the Company and the Representatives shall instruct purchasers of the Pre-Funded Warrants to make payment
for the Pre-Funded Warrants and accompanying Common Warrants on the Closing Date to the Company by wire transfer in immediately available
funds to the account specified by the Company at a purchase price of $2.999 per Pre-Funded Warrant and accompanying Common Warrant, in
lieu of payment by the Underwriters for such Pre-Funded Warrants and accompanying Common Warrants, and the Company shall deliver the
Pre-Funded Warrants and accompanying Common Warrants to such purchasers on the Closing Date in definitive form against such payment,
in lieu of the Company’s obligation to deliver the Pre-Funded Warrants and accompanying Common Warrants to the Representatives;
provided that, the Underwriters shall withhold $0.18 per Pre-Funded Warrant and accompanying Common Warrant with respect to such Pre-Funded
Warrants and accompanying Common Warrant as an offset against the payment owed by the Underwriters to the Company for the Shares against
the Company’s obligation to pay the amount so withheld with respect to such Pre-Funded Warrants and accompanying Common Warrant
to the Underwriters. In the event that any purchaser of the Pre-Funded Warrants and accompanying Common Warrant fails to make payment
to the Company for all or part of the Pre-Funded Warrants and accompanying Common Warrant on the Closing Date, the Representatives shall
either (i) make payment to the Company for such Pre-Funded Warrants and accompanying Common Warrant at the Warrant Purchase Price
or (ii) elect, by written notice to the Company, to receive Shares at the Share Purchase Price in lieu of all or a portion of such
Pre-Funded Warrants and accompanying Common Warrant contemplated to be sold under this Agreement.
Section 3. Additional
Covenants
The Company further covenants and agrees with
each Underwriter as follows:
(a) Delivery
of Registration Statements, Time of Sale Prospectus and Prospectus. The Company shall furnish to you in New York City, without
charge, prior to 10:00 a.m. New York City time on the first business day following the date of this Agreement and during the period
when a prospectus relating to the Offered Securities is required by the Securities Act to be delivered (whether physically or through
compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Securities, as many
copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statements as
you may reasonably request.
(b) Representatives’
Review of Proposed Amendments and Supplements. During the period when a prospectus relating to the Offered Securities is required
by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of
filing of any proposed amendment or supplement to either registration statement comprising the Registration Statement, a copy of each
such amendment or supplement and (ii) will not amend or supplement either registration statement comprising the Registration Statement
(including any amendment or supplement through incorporation of any report filed under the Exchange Act) without the Representatives’
prior written consent, which will not be unreasonably withheld, conditioned or delayed. Prior to amending or supplementing any preliminary
prospectus, the Time of Sale Prospectus or the Prospectus (including any amendment or supplement through incorporation of any report
filed under the Exchange Act), the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the
time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall
not file or use any such proposed amendment or supplement without the Representatives’ prior written consent, which will not be
unreasonably withheld, conditioned or delayed. The Company shall file with the Commission within the applicable period specified in Rule 424(b) under
the Securities Act any prospectus required to be filed pursuant to such Rule.
(c) Free
Writing Prospectuses. The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed
time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or
on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus
or any amendment or supplement thereto without the Representatives’ prior written consent, which will not be unreasonably withheld,
conditioned or delayed. The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus
prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a
prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities
Act or any similar rule) in connection with sales of the Offered Securities (but in any event if at any time through and including the
Closing Date) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf
of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statements
or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances prevailing at such time, not misleading, the Company shall promptly amend
or supplement such free writing prospectus to eliminate or correct such conflict or so that the statements in such free writing prospectus
as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in light of the circumstances prevailing at such time, not misleading, as the case may be; provided,
however, that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representatives
for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented
free writing prospectus, and the Company shall not file, use or refer to any such amended or supplemented free writing prospectus without
the Representatives’ prior written consent, which will not be unreasonably withheld, conditioned or delayed.
(d) Filing
of Underwriter Free Writing Prospectuses. The Company shall not take any action that would result in an Underwriter or the Company
being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared
by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder.
(e) Amendments
and Supplements to Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Offered
Securities at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist
as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not
include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in
light of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist
as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statements, or if, in the
opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable
law, the Company shall (subject to Section 3(b) and Section 3(c) hereof) promptly prepare, file with the Commission
and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of
Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
when delivered to a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no
longer conflict with the information contained in the Registration Statements, or so that the Time of Sale Prospectus, as amended or
supplemented, will comply with applicable law.
(f) Certain
Notifications and Required Actions. After the date of this Agreement, the Company shall promptly advise the Representatives in
writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the
time and date of any filing of any post-effective amendment to the Registration Statements or any amendment or supplement to any preliminary
prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective
amendment to the Registration Statements becomes effective; and (iv) the issuance by the Commission of any stop order suspending
the effectiveness of either registration statement comprising the Registration Statements or any post-effective amendment thereto or
any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or
suspending the use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any
proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any securities exchange upon which they are
listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes.
If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order
at the earliest possible moment. Additionally, the Company agrees that it shall comply with all applicable provisions of Rule 424(b),
Rule 433 and Rule 430B under the Securities Act and will use its reasonable efforts to confirm that any filings made by the
Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.
(g) Amendments
and Supplements to the Prospectus and Other Securities Act Matters. If any event shall occur or condition exist as a result of
which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances when the Prospectus
is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser,
not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement
the Prospectus to comply with applicable law, the Company agrees (subject to Section 3(b) and Section 3(c)) hereof to
promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments
or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar
rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither
the Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s
obligations under Section 3(b) or Section 3(c).
(h) Blue
Sky Compliance. The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register
the Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian
provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws
and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered
Securities. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general
service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign
corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such
exemption relating to) the Offered Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding
for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company
shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.
(i) Use
of Proceeds. The Company shall apply the net proceeds from the sale of the Offered Securities sold by it substantially in the
manner described under the caption “Use of Proceeds” in the Registration Statements, the Time of Sale Prospectus and the
Prospectus.
(j) Transfer
Agent. The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares and the Warrant Shares.
(k) Earnings
Statement. The Company will make generally available to its security holders and to the Representatives as soon as practicable
an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter
of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities
Act and the rules and regulations of the Commission thereunder.
(l) Continued
Compliance with Securities Laws. The Company will comply with the Securities Act and the Exchange Act so as to permit the completion
of the distribution of the Offered Securities as contemplated by this Agreement, the Registration Statements, the Time of Sale Prospectus
and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating
to the Offered Securities is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172
under the Securities Act or any similar rule), file on a timely basis with the Commission and Nasdaq all reports and documents required
to be filed under the Exchange Act.
(m) Listing.
The Company will use its best efforts to list, subject to notice of issuance, the Shares and the Warrant Shares on Nasdaq.
(n) Company
to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet. If requested by the Representatives,
the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement,
to the Representatives an “electronic Prospectus” to be used by the Underwriters in connection with the offering and
sale of the Offered Securities. As used herein, the term “electronic Prospectus” means a form of Prospectus, and any
amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory
to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers
of the Offered Securities; (ii) it shall disclose the same information as the paper Prospectus, except to the extent that graphic
and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic
Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it
shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors
to store and have continuously ready access to the Prospectus at any future time, without charge to investors (other than any fee charged
for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in
the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statements at the time it was declared
effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause
to be transmitted promptly, without charge, a paper copy of the Prospectus.
(o) Agreement
Not to Offer or Sell Additional Shares. During the period commencing on and including the date hereof and continuing through
and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein
as the “Lock-up Period”), the Company will not, without the prior written consent of Leerink Partners and Barclays
(which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend
any Common Stock or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent
position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position”
(as defined in Rule- 16a-1(b) under the Exchange Act) of any Common Stock or Related Securities; (iii) pledge, hypothecate
or grant any security interest in any Common Stock or Related Securities; (iv) in any other way transfer or dispose of any Common
Stock or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part,
the economic risk of ownership of any Common Stock or Related Securities, regardless of whether any such transaction is to be settled
in securities, in cash or otherwise; (vi) announce the offering of any shares of Common Stock or Related Securities (other than
as contemplated by this Agreement with respect to the Offered Securities and the Warrant Shares); (vii) submit or file any registration
statement under the Securities Act in respect of any Common Stock or Related Securities (other than as contemplated by this Agreement
with respect to the Offered Securities and the Warrant Shares); (viii) effect a reverse stock split, recapitalization, share consolidation,
reclassification or similar transaction affecting the outstanding Common Stock; or (ix) publicly announce the intention to do any
of the foregoing; provided, however, that the Company may (A) effect the transactions contemplated hereby (including the
issuance of Warrant Shares upon exercise of the Warrants), (B) issue shares of Common Stock or options to purchase shares of Common
Stock, or issue shares of Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement
described in the Registration Statements, the Time of Sale Prospectus and the Prospectus, (C) file one or more registration statements
on Form S-8, (D) issue and sell shares pursuant to the Equity Distribution Agreement, dated November 6, 2025, by and between
the Company and Leerink Partners, following the date that is 30 days following the date of the Prospectus and (E) offer, or issue
securities exercisable or exchangeable for, shares of Common Stock in connection with any merger, acquisition or strategic investment
(including any joint venture, strategic alliance or partnership) as long as (x) the aggregate number of shares of Common Stock issued
or issuable does not exceed 5.0% of the number of shares of Common Stock outstanding immediately after the issuance and sale of the Offered
Securities (after giving effect to the Warrant Shares issuable upon the exercise of the Warrants) and (y) each recipient of any
such shares of Common Stock issued or issuable agrees to the restrictions on the resale of securities that are consistent with the lock-up
letters described in Section 6(i) hereof for the remainder of the Lock-up Period. For purposes of the foregoing, “Related
Securities” shall mean any options or warrants or other rights to acquire shares of Common Stock or any securities exchangeable
or exercisable for or convertible into shares of Common Stock, or to acquire other securities or rights ultimately exchangeable or exercisable
for, or convertible into, shares of Common Stock.
(p) Future
Reports to the Representatives. During the period of five years hereafter, the Company will furnish to the Representatives: (i) as
soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the
Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended
and the opinion thereon of the Company’s independent public or certified public accountants; (ii) as soon as practicable after
the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (iii) as soon as
available, copies of any report or communication of the Company furnished or made available generally to holders of its capital stock;
provided, however, that the requirements of this Section 3(p) shall be satisfied to the extent that such reports, statement,
communications, financial statements or other documents are available on EDGAR.
(q) Investment
Limitation. The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Offered Securities
in such a manner as would require the Company or any of its subsidiaries to register as an investment company under the Investment Company
Act.
(r) No
Stabilization or Manipulation; Compliance with Regulation M. The Company will not take, and will ensure that no affiliate of
the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation
of the price of the Common Stock or any reference security with respect to the Common Stock, whether to facilitate the sale or resale
of the Offered Securities or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions
of Regulation M.
(s) Enforce
Lock-Up Agreements. During the Lock-up Period, the Company will enforce all agreements between the Company and any of its securityholders
that restrict or prohibit, expressly or in operation, the offer, sale or transfer of Common Stock or Related Securities or any of the
other actions restricted or prohibited under the terms of the form of Lock-up Agreement. In addition, the Company will direct the transfer
agent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements
for the duration of the periods contemplated in such agreements, including, without limitation, “lock-up” agreements entered
into by the Company’s officers and directors pursuant to Section 6(i) hereof.
(t) Company
to Provide Interim Financial Statements. Prior to the Closing Date, the Company will furnish the Underwriters, as soon as they
have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period
subsequent to the period covered by the most recent financial statements appearing in the Registration Statements and the Prospectus,
provided, however, that the requirements of this Section 3(t) shall be satisfied to the extent that such financial statements
are available on EDGAR.
(u) Warrant
Shares Reserved. The Company shall, at all times while any Warrants are outstanding, reserve and keep available out of its authorized
but unissued and otherwise unreserved shares of Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of such Warrants, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of the then outstanding
Warrants.
(v) Registration
Statement for Common Warrants. The Company shall, at all times while any Common Warrants are outstanding, use its commercially reasonable
efforts to maintain a registration statement covering the issue and sale of the Warrant Shares upon exercise of the Common Warrants such
that the Warrant Shares, when issued, will not be subject to resale and restrictions under the Securities Act except to the extent that
the Warrant Shares are owned by affiliates.
The Representatives, on behalf of the several
Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants
or extend the time for their performance.
Section 4. Payment
of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations
hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to
the issuance and delivery of the Offered Securities, including the costs of reproducing and distributing each of the Warrants, if necessary,
and the Warrant Shares (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent
of the Offered Securities, including the Warrant Shares, (iii) all necessary issue, transfer, stamp and other similar taxes in connection
with the issuance and sale of the Offered Securities to the Underwriters, (iv) all fees and expenses of the Company’s counsel,
independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of the Registration Statements (including financial statements, exhibits, schedules,
consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf
of, used by, or referred to by the Company, and each preliminary prospectus and all amendments and supplements thereto, and this Agreement,
(vi) all filing fees, attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying
or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Securities for offer
and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives,
preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto,
advising the Underwriters of such qualifications, registrations and exemptions, in an amount not to exceed $10,000, (vii) the costs,
fees and expenses incurred by the Underwriters in connection with any FINRA filings made related to the Underwriters’ participation
in the offering and distribution of the Offered Securities, including any related filing fees and the legal fees of, and disbursements
by, counsel to the Underwriters, in an amount, together with the fees incurred in connection with (vi) above, not to exceed $15,000,
(viii) the costs and expenses of the Company relating to investor presentations on any “road show”, including, without
limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production
of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the
prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such
consultants, (ix) the fees and expenses associated with listing the Shares and Warrant Shares on Nasdaq, and (x) all other
fees, costs and expenses of the nature referred to in Item 14 of Part II of the Registration Statements. Except as provided in this
Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including
the fees and disbursements of their counsel and any transfer, stamp and other similar taxes in connection with the sale of the Offered
Securities by the Underwriters.
Section 5. Covenant
of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result
in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus
prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under
Rule 433(d).
Section 6. Conditions
of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for
the Offered Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties
on the part of the Company set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made, and
to each of the following additional conditions:
(a) Comfort
Letter. On the date hereof, the Representatives shall have received from Ernst & Young LLP, independent registered public
accountants for the Company, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the
Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters”
to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the
audited and unaudited financial statements and certain financial information contained in the Registration Statements, the Time of Sale
Prospectus, and each free writing prospectus, if any.
(b) Compliance
with Registration Requirements; No Stop Order; No Objection from FINRA. For the period from and after the date of this Agreement
and through and including the Closing Date: (i) the Company shall have filed the Prospectus with the Commission (including the information
previously omitted from the Registration Statements pursuant to Rule 430B under the Securities Act) in the manner and within the
time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to
the Registration Statements containing the information previously omitted from the Registration Statements pursuant to such Rule 430B,
and such post-effective amendment shall have become effective; and the Company shall have complied with all filing requirements applicable
to any free writing prospectus used or referred to after the date hereof; (ii) no stop order suspending the effectiveness of either
registration statement comprising the Registration Statements or any post-effective amendment thereto shall be in effect, and no proceedings
for such purpose shall have been instituted or threatened by the Commission and the Commission shall not have notified the Company of
any objection to the use of the form of either registration statement comprising the Registration Statements or any post-effective amendment
thereto; and (iii) if a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness
of the underwriting terms and arrangements.
(c) No
Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and through and including
the Closing Date: (i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change; and (ii) there
shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review
for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company
or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act.
(d) Opinion
of Counsel for the Company. On the Closing Date, the Representatives shall have received the opinion and negative assurance letter
of Goodwin Procter LLP, counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representatives.
(e) Opinion
of Intellectual Property Counsel for the Company. On the Closing Date, the Representatives shall have received the opinion of
Duane Morris LLP, intellectual property counsel for the Company with respect to intellectual property matters, dated as of such date,
in the form and substance satisfactory to the Representatives.
(f) Opinion
of Counsel for the Underwriters. On the Closing Date, the Representatives shall have received the opinion and negative assurance
letter of Cooley LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Securities, in the form and substance
satisfactory to the Representatives.
(g) Officers’
Certificate. On the Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer
or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and
further to the effect that:
(i) for
the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse
Change;
(ii) the
representations, warranties and covenants of the Company set forth in Section 1 of this Agreement are true and correct with the
same force and effect as though expressly made on and as of such date;
(iii) the
Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to such date; and
(iv) to
the effect of 6(c)(ii).
(h) Bring-down
Comfort Letter. On the Closing Date, the Representatives shall have received from Ernst & Young LLP, independent registered
public accountants for the Company, a letter dated such date, in form and substance satisfactory to the Representatives, which letter
shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a), except that the specified
date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date; and
(ii) cover certain financial information contained in the Prospectus.
(i) Lock-Up
Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form
of Exhibit A hereto from each of the persons listed on Exhibit B hereto, and each such agreement shall be in
full force and effect on the Closing Date.
(j) Reserved.
(k) Rule 462(b) Registration
Statement. In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated
by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement
and shall have become effective automatically upon such filing.
(l) Additional
Documents. On the Closing Date, the Representatives and counsel for the Underwriters shall have received such information, documents
and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Offered Securities
as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any
of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale
of the Offered Securities as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be
satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(m) Form of
Warrant. The Representatives shall have received a form of each of the Pre-Funded Warrant and the Common Warrant, in form and
substance reasonably satisfactory to the Representatives.
(n) Accurate
Disclosure. No Underwriter shall have discovered and disclosed to the Company on or prior to the Closing Date, that the Registration
Statements, the Prospectus or the Time of Sale Prospectus, or any amendment or supplement thereto, contains an untrue statement of a
fact which, in the opinion of counsel for the Underwriters, is material or omits to state a fact which, in the opinion of such counsel,
is material and is required to be stated therein or is necessary to make the statements therein not misleading.
If any condition specified in this Section 6
is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives
to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to
any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall
survive such termination.
Section 7. Reimbursement
of Underwriters’ Expenses. If this Agreement is terminated by the Representatives pursuant to Section 6, Section 11
or Section 12(i) or (v), or if the sale to the Underwriters of the Offered Securities on the Closing Date is not consummated
because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision
hereof, the Company agrees to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this
Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred
by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Securities,
including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.
Section 8. Effectiveness
of this Agreement. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
Section 9. Indemnification.
(a) Indemnification
of the Underwriters. The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers,
employees and agents, and each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange
Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer,
employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory
law or regulation, or the laws or regulations of foreign jurisdictions where Offered Securities have been offered or sold or at common
law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company),
insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based
upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statements, or any amendment
thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary
prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required
to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material or the Prospectus (or any amendment or supplement
to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in
light of the circumstances under which they were made, not misleading; or (iii) any act or failure to act or any alleged act or
failure to act by any Underwriter in connection with, or relating in any manner to, the Offered Securities or the offering contemplated
hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon
any matter covered by clause (i) or (ii) above; and to reimburse each Underwriter and each such affiliate, director, officer,
employee, agent and controlling person for any and all reasonable expenses (including the reasonable and documented fees and disbursements
of counsel) as such expenses are incurred by such Underwriter or such affiliate, director, officer, employee, agent or controlling person
in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action;
provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to
the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives
in writing expressly for use in the Registration Statements, any preliminary prospectus, the Time of Sale Prospectus, any such free writing
prospectus, any Marketing Material or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the
only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this
Section 9(a) shall be in addition to any liabilities that the Company may otherwise have.
(b) Indemnification
of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless
the Company, each of its directors, each of its officers who signed the Registration Statements and each person, if any, who controls
the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred,
to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange
Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation,
if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statements, or any amendment thereto, or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any
untrue statement or alleged untrue statement of a material fact included or incorporated by reference in any preliminary prospectus,
the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant
to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to
state therein a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in the Registration Statements, such preliminary prospectus, the Time of Sale Prospectus, such free writing
prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such
Underwriter furnished to the Company by the Representatives in writing expressly for use therein; and to reimburse the Company, or any
such director, officer or controlling person for any and all reasonable expenses (including the reasonable and documented fees and disbursements
of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges
that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statements, any
preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing) are the concession
figure appearing in the third paragraph under the caption “Underwriting” and the information contained in the thirteenth
paragraph under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 9(b) shall
be in addition to any liabilities that each Underwriter may otherwise have.
(c) Notifications
and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 9 of notice of the
commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under
this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying
party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying
party is not materially prejudiced as a proximate result of such failure and shall not in any event relieve the indemnifying party from
any liability that it may have otherwise than on account of this indemnity agreement. In case any such action is brought against any
indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will
be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified,
by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume
the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, that if the defendants
in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded
that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any
such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional
to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt
of notice from the indemnifying party to such indemnified party of such indemnifying party’s election to so assume the defense
of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party
under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense
thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence
(it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel
(together with local counsel), representing the indemnified parties who are parties to such action), which counsel (together with any
local counsel) for the indemnified parties shall be selected by the Representatives (in the case of counsel for the indemnified parties
referred to in Section 9(a) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(b) above)
or (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or (iii) the indemnifying party has authorized in writing
the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses
of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.
(d) Settlements.
The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify
the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel as contemplated by Section 9(c) hereof, the indemnifying party shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt
by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party
in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action,
suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought
hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of
fault or culpability or a failure to act by or on behalf of such indemnified party.
Section 10. Contribution.
If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages,
liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by
the Company, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Securities pursuant to this Agreement
or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, on the
one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims,
damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company,
on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total proceeds from the offering of the Offered Securities
pursuant to this Agreement (before deducting expenses) received by the Company, and the total underwriting discounts and commissions
received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial
offering price of the Offered Securities as set forth on such cover. The relative fault of the Company, on the one hand, and the Underwriters,
on the other hand, shall be determined by reference to, among other things, whether any such 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, on the one hand,
or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.
The amount paid or payable by a party as a result
of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set
forth in Section 9(c), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 9(c) with respect to notice of commencement of any action
shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given under Section 9(c) for purposes of indemnification.
The Company and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable
considerations referred to in this Section 10.
Notwithstanding the provisions of this Section 10,
no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter
in connection with the Offered Securities underwritten by it and distributed to the purchasers. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several,
and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names on Schedule
A. For purposes of this Section 10, each affiliate, director, officer, employee and agent of an Underwriter and each person,
if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution
as such Underwriter, and each director of the Company, each officer of the Company who signed any registration statement comprising the
Registration Statements, and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company.
Section 11. Default
of One or More of the Several Underwriters. If, on the Closing Date, any one or more of the several Underwriters shall fail
or refuse to purchase Offered Securities that it or they have agreed to purchase hereunder on such date, and the aggregate number of
Offered Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of
the aggregate number of the Offered Securities to be purchased on such date, the Representatives may make arrangements satisfactory to
the Company for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements
are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Offered
Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Offered Securities set forth opposite
the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent
of the non-defaulting Underwriters, to purchase the Offered Securities which such defaulting Underwriter or Underwriters agreed but failed
or refused to purchase on such date. If, on the Closing Date, any one or more of the Underwriters shall fail or refuse to purchase Offered
Securities and the aggregate number of Offered Securities with respect to which such default occurs exceeds 10% of the aggregate number
of Offered Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase
of such Offered Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party
to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times
be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone
the Closing Date, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statements
and the Prospectus or any other documents or arrangements may be effected.
As used in this Agreement,
the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11.
Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
Section 12. Termination
of this Agreement. Prior to the purchase of the Offered Securities by the Underwriters on the Closing Date, this Agreement
may be terminated by the Representatives by notice given to the Company if at any time: (i) trading or quotation in any of the Company’s
securities shall have been suspended or limited by the Commission or by Nasdaq, or trading in securities generally on either the Nasdaq
or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established
on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal, New York or Maryland
authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or
calamity, or any change in the United States or international financial markets, or any substantial change or development involving a
prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment
of the Representatives is material and adverse and makes it impracticable to market the Offered Securities in the manner and on the terms
described in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment
of the Representatives there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a loss by
strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Representatives may interfere
materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured.
Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company to any Underwriter, except
that the Company shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4
or Section 7 hereof or (b) any Underwriter to the Company; provided, however, that the provisions of Section 9
and Section 10 shall at all times be effective and shall survive such termination.
Section 13. No
Advisory or Fiduciary Relationship; Research Analyst Independence. The Company acknowledges and agrees that (a) the purchase
and sale of the Offered Securities pursuant to this Agreement, including the determination of the offering price of the Offered Securities
and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and
the several Underwriters, on the other hand, and does not constitute a recommendation, investment advice, or solicitation of any actions
by the Underwriters, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees
or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company
with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised
or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering
contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates
may be engaged in a broad range of transactions that involve interests that differ from those of the Company, (e) the Underwriters
have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby, and the Company has
consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate, and (f) none of the activities
of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice or solicitation
of any action by the Underwriters with respect to any entity or natural person.
The Company acknowledges
that the Underwriters’ research analysts and research departments are required to be independent from their respective investment
banking divisions and are subject to certain regulations and internal policies, and that such Underwriters’ research analysts may
hold views and make statements or investment recommendations and/or publish research reports with respect to the Company and/or the offering
that differ from the views of their respective investment banking divisions. The Company hereby waives and releases, to the fullest extent
permitted by law, any claims that the Company may have against the Underwriters with respect to any conflict of interest that may arise
from the fact that the views expressed by their independent research analysts and research departments may be different from or inconsistent
with the views or advice communicated to the Company by such Underwriters’ investment banking divisions. The Company acknowledges
that each of the Underwriters is a full service securities firm and as such from time to time, subject to applicable securities laws,
may effect transactions for its own account or the account of its customers and hold long or short positions in debt or equity securities
of the companies that may be the subject of the transactions contemplated by this Agreement.
Section 14. Representations
and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements
of the Company, of its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force
and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers
or directors or any controlling person, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery
of and payment for the Offered Securities sold hereunder and any termination of this Agreement.
Section 15. Notices.
All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed
or sent to Leerink Partners LLC, 1301 Avenue of the Americas, 5th Floor, New York, New York 10019, Attention: Stuart R. Nayman; to Barclays
Capital Inc., 745 Seventh Avenue, New York, New York 10019, Attention: Syndicate Registration (Fax: (646) 834-8133), with a copy, in
the case of any notice pursuant to Section 9(c), to the Director of Litigation, Office of the General Counsel, Barclays Capital
Inc., 745 Seventh Avenue, New York, NY 10019; with a copy to Cooley LLP, 55 Hudson Yards, New York, New York 10001, Attention: Daniel
I. Goldberg and Eric Blanchard; and if to the Company shall be delivered, mailed or sent to Altimmune, Inc., 910 Clopper Road, Suite 201S,
Gaithersburg, Maryland 20878, Attention: Gregory Weaver with a copy to Goodwin Procter LLP, 100 Northern Avenue, Boston, Massachusetts
02210, Attention: Joseph C. Theis, Jr. and Justin Anslow. Any party hereto may change the address for receipt of communications
by giving written notice to the others.
Section 16. Successors.
This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to
Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred
to in Section 9 and Section 10, and in each case their respective successors, and no other person will have any right or obligation
hereunder. The term “successors” shall not include any purchaser of the Offered Securities as such from any of the
Underwriters merely by reason of such purchase.
Section 17. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement
is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor
changes) as are necessary to make it valid and enforceable.
Section 18. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Agreement, (A) “BHC
Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with,
12 U.S.C. § 1841(k); (B) “Covered Entity” means any of the following: (i) a “covered entity”
as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as
that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that
term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the
meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;
and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations
promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder.
Section 19. Governing
Law Provisions. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New
York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon
this Agreement or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts
of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in
each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified Courts”), and
each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment
of any such court (a “Related Judgment”), as to which such jurisdiction is non-exclusive) of such courts in any such
suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above
shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably
and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in
any such court has been brought in an inconvenient forum. The Company and the Underwriters hereby irrevocably waive, 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.
Section 20. General
Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other
applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly
and validly delivered and be valid and effective for all purposes. This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
Each of the parties hereto acknowledges that it
is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully
informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10
hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order
to assure that adequate disclosure has been made in the Registration Statements, any preliminary prospectus, the Time of Sale Prospectus,
each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities
Act and the Exchange Act.
[Signature Pages Follow]
| |
Very truly yours, |
| |
|
| |
ALTIMMUNE, INC. |
| |
|
| |
By: |
/s/
Gregory Weaver |
| |
|
Name: Gregory Weaver |
| |
|
Title: Chief
Financial Officer |
[Signature page to the altimmune, inc. Underwriting
agreement]
Restricted - External
| Accepted as of the date hereof |
|
| |
|
| Leerink Partners LLC |
|
| |
|
Acting severally on behalf of itself and the
several Underwriters named in Schedule A
hereto. |
|
| |
|
| By: |
Leerink
Partners LLC |
|
| |
|
|
| By: |
/s/ Jon Civitarese |
|
| |
Name: Jon Civitarese |
|
| |
Title: Senior Managing Director |
|
[Signature Page To The Altimmune, Inc. Underwriting Agreement]
| Accepted as of the date hereof |
|
| |
|
| BARCLAYS CAPITAL INC. |
|
| |
|
Acting severally on behalf of itself and the
several Underwriters named in Schedule A
hereto. |
|
| |
|
| By: |
BARCLAYS CAPITAL INC. |
|
| |
|
|
| By: |
/s/ Dan Cocks |
|
| |
Name: Dan Cocks |
|
| |
Title: Managing Director |
|
[Signature Page To The Altimmune, Inc. Underwriting
Agreement]
Schedule A
| Underwriter | |
Number of
Shares
To Be
Purchased | | |
Number of Pre-
Funded
Warrants To Be
Purchased | | |
Number of
Common
Warrants To Be
Purchased | |
| Leerink Partners LLC | |
| 34,052,500 | | |
| 5,697,500 | | |
| 39,750,000 | |
| Barclays Capital Inc. | |
| 20,560,000 | | |
| 3,440,000 | | |
| 24,000,000 | |
| Titan Partners Group LLC, a division of American Capital Partners,
LLC | |
| 9,637,500 | | |
| 1,612,500 | | |
| 11,250,000 | |
| Total: | |
| 64,250,000 | | |
| 10,750,000 | | |
| 75,000,000 | |
Schedule B
Free Writing Prospectuses Included in the
Time of Sale Prospectus
None
Schedule C
Time of Sale Information
| 1. | The Company is selling 64,250,000 Shares and 64,250,000 accompanying Common
Warrants. |
| 2. | The Company is selling 10,750,000 Pre-Funded Warrants and 10,750,000 accompanying
Common Warrants. |
| 3. | The offering price shall be $3.00 per Share and accompanying Common Warrant
and $2.999 per Pre-Funded Warrant and accompanying Common Warrant. |
| 4. | The exercise price per underlying share of Common Stock exercisable pursuant
to the Common Warrants is $3.00. |
Exhibit A
Form of Lock-up Agreement
April , 2026
Leerink Partners LLC
Barclays Capital Inc.
As Representatives of the Several Underwriters
c/o Leerink Partners LLC
53 State Street, 40th Floor
Boston, Massachusetts 02109
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
RE: Altimmune, Inc. (the “Company”)
Ladies and Gentlemen:
The undersigned is a holder of shares of common stock, par value $0.0001
per share, of the Company (“Shares”) or of Related Securities. The Company proposes to conduct an offering (the “Offering”)
of Shares and Related Securities for which Leerink Partners LLC and Barclays Capital Inc. will act as the representatives (the “Representatives”)
of the underwriters (the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company
and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned
contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the
“Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.
Annex A sets forth definitions for capitalized terms used in
this letter agreement that are not defined in the body of this letter agreement. Those definitions are a part of this letter agreement.
In consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period,
the undersigned will not (and will cause any Family Member not to), without the prior written consent of the Representatives, which may
withhold their consent in their sole discretion:
| · | Sell
or Offer to Sell any Shares or Related Securities currently or hereafter owned either of
record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned
or such Family Member, |
| · | make
any demand for, or exercise any right with respect to, the registration under the Securities
Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration
statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with
respect to any such registration, or |
| · | publicly
announce any intention to do any of the foregoing. |
The foregoing will not apply to the registration of the offer and
sale of the Shares and the Related Securities, and the sale of the Shares and the Related Securities to the Underwriters, in each case
as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to:
(i) transactions relating to Shares and Related
Securities acquired in the Offering or in open market transactions after the completion of the Offering;
(ii) transfers of Shares or Related Securities
by gift, including, without limitation, to a charitable organization, or by will or intestate succession to the legal representative,
heir, beneficiary or any Family Member of the undersigned, or to a trust whose beneficiaries consist exclusively of one or more of the
undersigned and/or a Family Member;
(iii) transfers or dispositions of Shares
or Related Securities to a Family Member, a trust formed for the direct or indirect benefit of the undersigned or an Immediate Family
Member or any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which,
in each case, are held by the undersigned or any Family Member;
(iv) transfers of Shares or Related Securities
by operation of law pursuant to a qualified domestic order or other court order or in connection with a divorce settlement;
(v) if the undersigned is a corporation,
partnership, limited liability company, trust or other business entity, transfers or distributions of Shares or Related Securities to
(x) another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate
(as defined in Rule 405 promulgated under the Securities Act) of the undersigned, (y) any investment fund or other entity controlling,
controlled by, managing or managed by or under common control with the undersigned or affiliates of the undersigned, or (z) limited
partners, general partners, members, managers, managing members, directors, officers, employees, stockholders or other equity holders
of the undersigned or of the entities described in the preceding clauses (x) and (y);
(vi) transfers or dispositions of Shares
as (x) forfeitures to satisfy tax withholding and remittance obligations of the undersigned in connection with the vesting or exercise
of equity awards granted pursuant to the Company’s equity incentive plans, (y) forfeitures pursuant to a net exercise or cashless
exercise by the undersigned of outstanding equity awards pursuant to the Company’s equity incentive plans or (z) open market
sales of Shares to the extent necessary to satisfy tax and fee obligations of the undersigned in connection with the exercise of stock
options granted pursuant to the Company’s equity incentive plans expiring during the Lock-up Period;
(vii) transfers of Shares or Related Securities
pursuant to a change of control of the Company (meaning the consummation of any bona fide third party tender offer, merger, consolidation
or other similar transaction made to all holders of Shares the result of which is that any “person” (as defined in Section 13(d)(3) of
the Exchange Act), or group of persons, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of
more than 50% of the voting capital stock of the Company) after the Offering that has been approved by the independent members of the
Company’s board of directors, provided, that in the event that such change of control is not completed, the Shares or Related
Securities owned by the undersigned shall remain subject to the restrictions herein;
(viii) transfers of Shares or Related Securities
arising as a result of the termination of employment of the undersigned to the Company pursuant to agreements under which the Company
has the option to repurchase such Shares or Related Securities or a right of first refusal with respect to transfers of such Shares or
Related Securities; or
(ix) transfers or dispositions of Shares
under a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer or disposition of Shares that is existing as
of the date hereof provided that to the extent a public announcement or filing under the Exchange Act, if any, is required of
or voluntarily made by or on behalf of the undersigned such transfer, such announcement or filing shall include a statement to the effect
that such dispositions were made pursuant to such plan.
Notwithstanding the foregoing, it shall be a condition to such transfer
that:
| · | in
any such case as provided in clauses (ii) through (v), each transferee or distributee
executes and delivers to the Representatives an agreement in form and substance satisfactory
to the Representatives stating that such transferee or distributee is receiving and holding
such Shares and/or Related Securities subject to the provisions of this letter agreement
and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in
any Swap or engage in any other activities restricted under this letter agreement except
in accordance with this letter agreement (as if such transferee or distribute had been an
original signatory hereto), and |
| · | in
any such case as provided in clauses (i) through (iii), (v) and (viii), prior to
the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act
by any party to the transfer (donor, donee, transferor or transferee) shall be required,
or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection
with such transfer (other than, in connection with a repurchase of Shares or Related Securities
by the Company pursuant to clause (viii), a Form 4 or Form 5 required to be filed
under the Exchange Act if the undersigned is subject to Section 16 reporting with respect
to the Company under the Exchange Act, provided, however, that if such Form 4
or Form 5 is filed during the Lock-up Period, such Form 4 or Form 5 shall
indicate by footnote disclosure or otherwise that such Form 4 or Form 5 relates
to a repurchase of Shares or Related Securities by the Company in connection with the termination
of the undersigned’s employment with the Company, and that any Shares or Related Securities
subject to this letter agreement that continue to be held by the undersigned remain subject
to the terms of this letter agreement), and |
| · | in
any such case as provided in clauses (ii), (iii) and (v), each such transfer does not
involve a disposition for value, and |
| · | in
any such case as provided in clauses (iv) and (vi) and, prior to the expiration
of the Lock-up Period, (1) that if a Form 4 or Form 5 is required to be filed
during the Lock-up Period, such Form 4 or Form 5 shall clearly indicate in the
footnotes thereto that (A) the filing relates to the circumstances described in such
clause and (B) no securities were sold by the undersigned, except for as allowed by
clause (vi)(z), and (2) the undersigned does not otherwise voluntarily effect any other
public filing or report regarding such transfers during the Lock-up Period. |
Furthermore, notwithstanding the restrictions imposed by this letter
agreement, the undersigned may (i) exercise an option to purchase Shares granted under any equity incentive plan or stock purchase
plan of the Company, provided that the Shares issued upon such exercise shall continue to be subject to the restrictions on transfer
set forth in this letter agreement and (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act (a “10b5-1
Plan”) for the transfer of Shares, provided that (x) such 10b5-1 Plan shall not provide for or permit any transfers,
sales or other dispositions of Shares during the Lock-up Period and (y) to the extent a public announcement or filing under the
Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment
of such plan, such announcement or filing shall include a statement to the effect that no transfer of Shares may be made under such plan
during the Lock-up Period. In addition, the undersigned agrees that, without the prior written consent of the Representatives on behalf
of the Underwriters, it will not, during the Lock-up Period, make any demand for or exercise any right with respect to, the registration
of any Shares or Related Securities. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s
transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s
Family Members, if any, except in compliance with the foregoing restrictions. With respect to the Offering only, the undersigned waives
any registration rights relating to registration under the Securities Act of the offer and sale of any Shares and/or any Related Securities
owned either of record or beneficially by the undersigned, including any rights to receive notice of the Offering.
The undersigned confirms that the undersigned has not, and has no
knowledge that any Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause
or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The
undersigned will not, and will cause any Family Member not to take, directly or indirectly, any such action.
The undersigned understands that the Company and the Underwriters
are relying upon this letter agreement in proceeding toward consummation of the Offering. The undersigned further understands that this
letter agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.
The undersigned acknowledges and agrees that, although the Underwriters
may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to the undersigned in connection
with the Offering, the Underwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any
action from the undersigned with respect to the Offering and the undersigned has consulted their own legal, accounting, financial, regulatory
and tax advisors to the extent deemed appropriate.
Whether or not the Offering occurs as currently contemplated or at
all depends on a number of factors, including market conditions. The Offering will only be made pursuant to the Underwriting Agreement,
the terms of which are subject to negotiation between the Company and the Underwriters.
If (i) prior to the execution of the Underwriting Agreement,
the Company, on the one hand, or the Representatives, on the other hand, notify the other in writing that they do not intend to proceed
with the Offering, (ii) the Company files an application to withdraw the registration statement related to the Offering, (iii) the
Underwriting Agreement is not executed on or before May 15, 2026, or (iv) the Underwriting Agreement (other than the provisions
thereof that survive termination) terminates or is terminated prior to the closing date of the Offering, then in each case, this letter
agreement shall automatically, and without any action on the part of any other party, terminate and be of no further force and effect,
and the undersigned shall automatically be released from the obligations under this letter agreement.
The undersigned hereby represents and warrants that the undersigned
has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding
on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned.
This letter agreement shall be governed by, and construed in accordance
with, the laws of the State of New York.
[Signature Page Follows]
| |
|
| Signature |
|
| |
|
| |
|
| Printed
Name of Person Signing |
|
| |
|
(Indicate
capacity of person signing if
signing as custodian or trustee, or on behalf
of an entity) |
|
[Signature Page to Lock-up Agreement]
Annex A
Certain Defined Terms
Used in Lock-up Agreement
For purposes of the letter agreement to which
this Annex A is attached and of which it is made a part:
| · | “Call
Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under
the Exchange Act. |
| · | “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended. |
| · | “Family
Member” shall mean the spouse of the undersigned, an immediate family member of
the undersigned or an immediate family member of the undersigned’s spouse, in each
case living in the undersigned’s household or whose principal residence is the undersigned’s
household (regardless of whether such spouse or family member may at the time be living elsewhere
due to educational activities, health care treatment, military service, temporary internship
or employment or otherwise). “Immediate family member” as used above shall
have the meaning set forth in Rule 16a-1(e) under the Exchange Act. |
| · | “Lock-up
Period” shall mean the period beginning on the date hereof and continuing through
the close of trading on the date that is 90 days after the date of the Prospectus (as defined
in the Underwriting Agreement). |
| · | “Put
Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under
the Exchange Act. |
| · | “Related
Securities” shall mean any options or warrants or other rights to acquire Shares
or any securities exchangeable or exercisable for or convertible into Shares, or to acquire
other securities or rights ultimately exchangeable or exercisable for or convertible into
Shares. |
| · | “Securities
Act” shall mean the Securities Act of 1933, as amended. |
| · | “Sell
or Offer to Sell” shall mean to: |
| – | sell, offer to sell, contract to sell or lend, |
| – | effect any short sale or establish or increase a Put Equivalent
Position or liquidate or decrease any Call Equivalent Position, |
| – | pledge, hypothecate or grant any security interest in, or |
| – | in any other way transfer or dispose of, |
in each case whether effected directly
or indirectly.
| · | “Swap”
shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or
in part, the economic risk of ownership of Shares or Related Securities, regardless of whether
any such transaction is to be settled in securities, in cash or otherwise. |
Capitalized terms not defined in this Annex
A shall have the meanings given to them in the body of this lock-up agreement.
Exhibit B
Directors and Officers
Signing Lock-up Agreement
Directors:
| · | Mitchel
Sayare |
| · | Jerome
Durso |
| · | John
Gill |
| · | Philip
Hodges |
| · | Diane
K. Jorkasky |
| · | Teri
Lawver |
| · | Wayne
Pisano |
| · | Klaus
O. Schafer |
| · | Catherine
Sohn |
Executive Officers:
| · | Gregory
Weaver |
| · | M.
Scot Roberts |
| · | Linda
Richardson |
| · | Christophe
Arbet-Engels |
