展示 10.1

藥品交易所

普通股票

銷售協議

2024年10月23日

聯合全球夥伴/AGP

590 麥迪遜大道

New York，NY 10022

女士們，先生們：

康duit 藥品公司股份有限公司（以下簡稱“公司該協議（「協議」）是與Citigroup Global Markets Inc.，Barclays Capital Inc.，Wedbush Securities Inc.，Northland Securities，Inc. and Ladenburg Thalmann Co. Inc.（各自爲「花旗集團」，「巴克萊銀行」，「Wedbush證券」，「北國證券」和“Ladenburg Thalmann“，並統稱爲「全球貨幣」）達成的。協議”） 與A.G.P./全球合作伙伴（以下簡稱“銷售代理如下所示：

1. 股份發行和銷售公司同意，在本協議有效期內，根據本協議規定的條款和條件，可以向銷售代理出售公司普通股，每股面值$0.0001美元（""）普通股。在本協議第3（b）節所規定的限制條件下，向銷售代理出售普通股的發行將依據公司提交併已根據美國證券交易委員會（""）下定義的註冊聲明有效聲明生效的方式進行。委員會:”).

在本協議簽訂之日，公司已根據1933年修訂版證券法及其下屬規定（統稱爲「證券法」）向委員會提交了文件。證券法），以及規則和條例（統稱爲“Shelf Registration Statement所述「Shelf Registration Statement」是指公司根據表格S-3或如果在公司此類時間不可使用表格S-3的表格S-1（或根據證券法使用的任何後續表格或其他適當形式）在委員會提交的一份註冊聲明，以便根據規則415（或委員會可能頒佈的任何類似規則）進行連續或延遲進行的發行，涵蓋相應的可註冊證券。”），委員會提交了S-3表格的貨架註冊聲明，包括一份基本招股說明書，涉及某些證券，包括公司不時發行的普通股等，並通過引用納入了公司根據修訂後的1934年證券交易法及其下屬規定（稱爲「交易所法」）提交或將要提交的文件。使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；”）。公司已經準備了一份招股說明書的補充，這份補充已包含在貨架註冊聲明中，特別涉及根據本協議發行的普通股的發行（稱爲“ATm說明書公司將提供給銷售代理商使用的註冊聲明的基本招股書副本，於其生效時，並由關於配售股份（如下所定義）的ATM招股說明所修訂。除非情況另有要求，此註冊聲明在其生效時根據《證券法》第11條的目的修訂，包括作爲其中一部分提交的所有文件或者在其中通過引用加入的文件，幷包括根據《證券法》第424(b)規則向證券交易委員會提交的或根據《證券法》第4300億或462(b)規則視爲該註冊聲明的一部分的任何信息被稱爲“蘋果公司CEO庫克大規模拋售股票，套現逾3億港元，資金已存入上市公司設立的專項帳戶(「信託帳戶」)，以公共股東(定義詳見下文)爲受益人的註冊聲明(FORM S-1)中所規定的一定金額及特定款項。信託帳戶中持有的基金類型(包括資金持有的利息)除支付公司稅費以外，一旦實現以下最早的情況之一即可支取: (i) 完成首次（業務）組合；(ii) 如果公司未能在2025年3月3日之前完成首次（業務）組合，則可以贖回100%的發行股份（如下所述）；或 (iii) 股東表決贖回發行股份。 若要批准修訂本Amended and Restated Certificate，必須就修訂對決定最早如下情形之一的公司的義務以在首次業務組合中允許贖回或未在終止日期之前完成首次業務組合即贖回100%的發行股份產生影響或涉及股東權益或首次業務組合前的活動（如第9.7節所述），對修訂進行表決。發售期(「發售期」)所出售單位的組成部分的Common Stock股份的持有人(「發售股份」)，不論這些發售股份是在發售期內還是在發售市場上的二級市場中購買，也不論這些持有人是公司的發起人，高管或董事，或上述任何關聯方的子公司，均在此被稱爲「公共股東」。。基本招股書，包括其中通過引用加入的所有文件（在根據《證券法》第412規則（受《證券法》第430B(g)規則修飾）未被取代或修改的範圍內的信息），以及ATM招股說明，包括其中通過引用加入的所有文件（在根據《證券法》第412規則修飾的範圍內的信息未被取代或修改（受《證券法》第430B(g)規則修飾）），每一項都包括在註冊聲明中，隨時可以根據任何額外招股說明作出補充，以最新一次由公司根據《證券法》第424(b)規則向證券交易委員會提交的招股說明和/或ATM招股說明的形式，連同任何根據《證券法》第433規則定義的「發行人自由書面招股說明」（“發行人自由撰寫招股說明書”）規則433”，在《證券法》第433規則中定義，假如（i）需由公司向證券交易委員會提交，或（ii）根據第433(d)(5)(i)規則獲得豁免，就該爲配售股份（如下所定義）提出的招股說明的形式提交或要求提交給證券交易委員會，或者，如無需提交，就該形式保存在公司記錄中根據第433(g)規則，被稱爲“招股書對註冊聲明，招股書或任何修訂或補充材料的任何引用應視爲涉及幷包括其中所納入的文件；對於註冊聲明或招股書中關於「修訂」、「修改」或「補充」的任何引用應視爲涉及幷包括本協議簽署之後提交給委員會的任何文件視爲被納入參考。對於本協議，所有對註冊聲明，招股書或任何修訂或補充材料的引用應被視爲包括根據電子數據收集分析和檢索系統或如適用的互動數據電子應用向委員會提交的任何副本。您可以在我們最近完成的財政年度的經審計的合併財務報表和管理層的討論和分析中找到有關Equinox Gold的財務信息。這些文件可以在我們的網站www.equinoxgold.com、在線備份文件系統Sedar（www.sedarplus.ca）以及EDGAR（www.sec.gov/edgar）上找到。”).

2. 股份發行每當公司希望通過銷售代理出售普通股，作爲代理，在此之下 （每次稱爲“有關ATEX”），公司將通過電子郵件通知銷售代理（或雙方書面共同同意的其他方法 （稱爲“銷售通知”），其中包含根據其希望出售普通股的要求的參數 至少包括要發行的普通股數量（“定向增發股份”），請求進行銷售的時間段，對每個交易日可出售的普通股數量是否有限制 （根據第3節的定義）以及不得低於的任何最低銷售價格，附有 這種必要的最低銷售參數的形式附在此處 附件1。發行通知應由公司（附在附表2中所列的任何的個人）發出（副本抄送給在該名單上列出的其他公司個人），並且應寄往在附表2中列出的銷售代理個人之一 時間表2 （抄送給公司名單中列出的其他個人，必須分別發送給銷售代理名單中的個人） 時間表2如所修改的。 附表2 可能會不時修訂。放置通知書一經銷售代理接收即生效，除非：（i）根據第4條規定的通知要求，銷售代理出於任何理由獨立決定拒絕其中包含的條款；（ii）配售股份數量已全部出售；（iii）公司根據第4條規定的通知要求暫停或終止放置通知書；（iv）公司發佈一份後續放置通知書，其參數優於之前日期放置通知書的相關內容；或（v）根據第11條規定中的規定，協議已被終止。公司應向銷售代理支付任何折扣、佣金或其他與銷售代理作爲代理商銷售配售股份有關的報酬，應如上所述。 附表3明確聲明並同意，除非公司向銷售代理發出擺放通知並且銷售代理不拒絕該擺放通知根據以上規定，否則公司或銷售代理對擺放或任何擺放股份將沒有任何義務，並且僅根據其中和此中規定。如果本協議條款與擺放通知條款發生衝突，則擺放通知條款將控制。

3. 銷售代理出售配售股份。

(a) 受此處規定的條款和條件的約束，在公司發佈配售通知後，除非出售 根據本協議的條款，其中描述的配售股份已被拒絕、暫停或以其他方式終止， 銷售代理作爲公司的代理人，將盡其商業上合理的努力與其正常交易和銷售保持一致 慣例和適用的州和聯邦法律、規章和條例以及納斯達克全球市場的規則（”交換”）， 在配售通知中規定的期限內，出售此類配售股份，但不得超過公司在其他方面規定的金額 根據此類配售通知的條款。如果根據本協議充當代理人，則銷售代理將提供書面確認 致公司（包括通過電子郵件與公司中列出的每位個人通信） 附表 2，如果 收到此類信函實際上是由收到通知的任何個人確認的，但通過自動回覆除外） 不遲於其出售配售的交易日之後的交易日開盤（定義見下文） 下述股票規定了當天出售的配售股票數量，配售股份的交易量加權平均價格， 公司根據以下規定向銷售代理支付的賠償 第 2 部分 有關此類銷售和淨收益 （定義見下文）應付給公司，並逐項列出銷售代理的扣除額（如中所述） 部分 5 (a)）來自其從此類銷售中獲得的總收益。根據配售通知的條款，銷售代理可以 以法律允許的任何方式出售配售股份，該方法被視爲 「市場上」 發行，定義見下文第 415 條 《證券法》，包括但不限於在任何其他現有共同交易市場直接在交易所進行的銷售 股票或向做市商或通過做市商。根據配售通知的條款，銷售代理人還可以通過以下方式出售配售股份 法律允許的任何其他方法，包括但不限於經公司事先書面同意的談判交易。 公司承認並同意（i）無法保證銷售代理會成功出售配售股份， (ii) 如果銷售代理不出售 Placement，則對公司或任何其他個人或實體不承擔任何責任或義務 除銷售代理未能按照正常交易採取商業上合理的努力以外的任何原因進行股票 以及銷售慣例和適用的法律法規，以根據本協議的要求出售此類配售股份，以及 (iii) 銷售 除非另有規定，否則代理人沒有義務根據本金購買配售股份 由銷售代理和公司以書面形式同意，並在配售通知中明確規定。出於本文的目的，”交易 天” 是指在主要市場上買入和賣出公司普通股的任何一天 普通股上市或報價。

(b) 在任何情況下，公司不得導致或要求提供或銷售任何配售股份，如果在銷售此類配售股份後，根據本協議出售的配售股份數量或總銷售收益達到以下較小者：（i）根據註冊聲明註冊的普通股數量或金額，在此之下進行的發行，（ii）普通股的授權但未發行和未預留股份數量，（iii）公司根據S-3表格（包括S-3表格的I.b.6通用說明，如適用的，（iv）公司董事會，其授權委員會或其授權執行委員會不時授權根據本協議發行並銷售的普通股數量或金額，並書面通知銷售代理，或（v）公司根據ATm招股說明書或其他與根據本協議出售的配售股份的發行有關的說明書補充的普通股數量或金額。在任何情況下，公司不得導致或要求按價格低於公司董事會，其授權委員會或其授權執行委員會不時授權的最低價格發行任何本協議項下的配售股份，並書面通知銷售代理。儘管本《 【omit】 本條第3（b）款 任何時候根據本協議發行並出售的配售股份數量或金額上限應當由公司單獨負責，銷售代理與此相關無義務。

(c) 在本協議期間，銷售代理或其任何關聯公司或子公司不得從事以下行爲：(i) 任何對公司任何安防-半導體進行的開空交易；(ii) 對公司任何未持有的安防-半導體進行的交易，或者通過向銷售代理帳戶借入的公司安防-半導體進行的交易。在本協議期間，儘管本協議內容有任何相反規定，銷售代理同意在任何情況下，銷售代理或其關聯公司不會對普通股或相關衍生證券進行任何做市、競價、穩定或其他交易行爲，如果這樣的行爲會違反《Regulation m》或交易所法案下的其他反操縱規則。

4. 暫停銷售。

(a) 公司或銷售代理可以書面通知對方（包括通過電子郵件與對方身份證明文件上列的每個個人通訊，如果收到此類通訊的確認在發出提醒給任何個人之後，不包括自動回覆）或通過電話（立即通過可驗證的傳真和電子郵件與對方身份證明文件上列的每個個人所確認的）暫停任何一筆定向配售股份的銷售，(即“ 時間表2) 可掛起任何一筆定向配售股份銷售一段時間，以書面通知對方或通過電話通知對方（包括通過傳真和電子郵件與對方身份證明文件上列的每個個人確認）的方式 時間表2”所謂「交易所」是指註冊可轉讓證券的主要國家證券交易所。”); 在每種情況下，該B類股東和/或該B類股東的家庭成員需獨立控制在此類帳戶、計劃或信託中持有的B類普通股實時；, 公司對於以下情況，不應承擔責任：根據第10（b）部分書面信息可靠地提供。，任何此類暫停 均不影響或損害雙方在收到此類通知前就此處轉讓的任何配售股份方面的義務。在暫停生效期間，任何根據第7(m)、7(n)和7(o)條款對向銷售代理交付證書、意見或安慰函的義務應予以豁免。本協議各方均同意，在本協議項下的暫停期間內，發出暫停通知的一方應書面通知另一方暫停期限屆滿的交易日，最遲不得晚於該交易日前二十四(24)小時。 第4節 但這樣的暫停不會影響或損害任何一方在收到該通知前出售的股票的義務。在暫停期間，與TD Cowen交付證書、意見書或安慰函有關的第7(m)、7(n)和7(o)條款的任何義務將會被暫停。雙方同意，除非在此處所列的人員中之一進行了通知（如可以不時以書面形式對其進行修改），否則不會對對方發佈任何此類通知。 時間表2 ，如此 附表可能不時進行修訂。在暫停期間，公司不得發行任何配售通知，銷售代理不得在此處出售任何配售股份。發出暫停通知的一方應書面通知另一方，暫停期限屆滿的交易日，最遲不得晚於該交易日前二十四(24)小時。

(b) 儘管本協議的其他任何規定，在公司掌握重大非公開信息期間，公司和銷售代理商一致同意：（i）不會進行任何Placement Shares的賣出，（ii）公司不會要求出售任何Placement Shares，以及（iii）銷售代理商不必出售或報價出售任何Placement Shares。

5. 儘管如上所述，但應以在加拿大是納稅人的參與者授予的所有遞延股份單位的結算在（i）DSU分離日期之後；及（ii）在此之後的第一個日曆年度的12月31日前進行爲前提。

(a) 配售股份的結算。除非適用的配售通知中另有規定，否則配售的結算 股票將在第一 (1) 天出現^st) 交易日（或常規交易的行業慣例較早的交易日）緊隨其後 相應的銷售點（定義見下文）（每個，一個”結算日期”）。要交付的收益金額 根據收到出售的配售股份，在結算日向公司匯款（”淨收益”) 將 等於出售此類配售股份的銷售代理獲得的總銷售價格，扣除 (i) 銷售代理對此類銷售的折扣、佣金或其他補償，應由公司根據以下規定支付 第 2 部分 就此， 以及 (ii) 任何清算組織或任何政府或自律機構徵收的任何交易費、交易費用或執行費 有關此類銷售的組織。

(b) 配售股份的交付。在每個結算日當天或之前，公司將或將要求其過戶代理以電子方式進行 通過存入銷售代理或其指定人的帳戶（前提是銷售代理人）來轉移出售的配售股份 應至少在結算日前一個交易日（在結算日之前的一個交易日）在存管處向公司發出有關該指定人員的書面通知 信託公司通過其在託管系統的存款和提款或雙方可能商定的其他交付方式 由本協議各方簽發，在任何情況下均應以良好的可交割形式自由交易、可轉讓的註冊股份。在每個 結算日，銷售代理將在當天將相關的淨收益資金存入公司指定的帳戶， 或在結算日之前。公司同意，如果公司或其過戶代理人（如果適用）未履行其義務 爲了在結算日交付經正式授權的配售股份，這不是銷售代理的過錯，本公司還同意 不得以任何方式限制其中規定的權利和義務 第 9 (a) 節 （賠償和捐款）在本文中， 公司將 (i) 聘用銷售代理人、其董事、高級職員、會員、合夥人、銷售代理的員工和代理人，每位經紀人 銷售代理的經銷商附屬機構，以及（A）在《銷售代理人》第 15 節所指的控制銷售代理人的每個人（如果有） 《證券法》或《交易法》第 20 條或 (B) 由銷售代理控制或受其共同控制（每個，a”銷售 代理加盟”）和銷售代理的清算組織不會遭受任何損失、索賠、損害或合理損失 以及因此類違約而產生或與之相關的有據可查的費用（包括合理的律師費和開支） 由公司或其轉讓代理人（如果適用），並且（ii）向銷售代理支付任何佣金、折扣或其他補償 如果沒有這種違約, 它本來有權獲得這種權利.

6. 公司的陳述和擔保公司向銷售代理作出陳述並保證，並同意，在每個適用時間（如第22(a)節中定義的），除非該陳述、保證或協議指定了不同的時間：

(a) 遵守登記要求在本協議簽訂日期或任何發生止損市價單的日期之外的每個適用時間，註冊聲明已被證券委員會宣告生效，並且公司仍有資格使用該S-3表格。公司已滿足委員會對註冊聲明和招股說明要求額外或補充信息的所有請求，以委員會滿意爲準。沒有暫停註冊聲明生效或任何462(b)規則註冊聲明的止損市價單生效，也沒有就此目的啓動或正在進行或據公司了解計劃或受到委員會威脅的程序。註冊聲明和，假設銷售代理沒有任何行爲或疏忽會使這些陳述不實，擬定的通過本協議的銷售股份的要約和出售符合《證券法》第415條的要求，並在所有重大方面符合該規則。在ATm招股說明書的「分銷計劃」部分，公司已指定A.G.P./全球合作伙伴作爲公司與本協議涉及的交易相關聯的代理。公司過去和目前都不是《證券法》第405條規定的「不合格發行者」。

(b) 沒有錯誤陳述或遺漏註冊聲明書及任何後生效修訂，當其生效時或將符合證券法的所有要求。招股書及其任何修訂或補充，在招股書或修訂或補充的日期時，符合或將符合證券法的所有要求。註冊聲明書及任何後生效修訂，在其成爲或生效時，未包含和將不包含任何不實陳述的重大事實或遺漏了應在其中闡明或必要以使其中陳述不會誤導的重大事實。招股書，在其日期上的修訂或補充，沒有並且在每個銷售點和每個結算日期時，將不包含任何不實陳述的重大事實或遺漏了闡明其中必要的重大事實以使其中的陳述，在作出時的情況下，不具有誤導性。在前兩個句子中所載的陳述和擔保並不適用於基於銷售代理向公司提供的、專門用於其中的信息而依賴和符合公司書面提供的註冊聲明或任何後生效修訂，或招股書或任何修訂或補充中的陳述或遺漏。銷售點 ”意味着，對於認購，認購股份的取得者達成了對其具有約束力的合同的時間，以取得這些認購股份。

(c) 向銷售代理提供的材料已裝訂。註冊聲明副本、招股說明書，以及所有修改或補充 以及所有在協議簽署日期前後提交給委員會的參考文件， 已經交付，或可通過EDGAR萬億公開獲取。銷售代理商。每份招股說明書交付給銷售代理使用 與根據本協議出售配售股份的交易相聯繫將與通過EDGAR提交的該招股說明書版本相同， 除非受S-t規則的允許。

(d) 公司發佈的申購材料分發公司在銷售代理完成配售股份之前，未分發過且也不會分發任何與配售股份的發行和銷售有關的募集材料，除了招股說明書或註冊聲明。

(e) 銷售協議本協議已由公司合法授權、簽署和交付，並構成公司的有效、合法和有約束力的義務，除非賠償權利在此受到聯邦或州證券法的限制，除非破產、無力償還、重組、停賒或影響債權人權利的類似法律可能限制此種可執行性，且受一般公平原則影響。公司擁有充分的公司權力和權威以簽署本協議，並根據本協議的規定授權、發行和出售配售股票。本協議在所有重要方面與註冊聲明和招股說明書中對其的描述保持一致。

(f) 認購股份的授權。發行股份在根據本協議發行並支付後，將被有效發行，充分支付且無須追加，將符合所有適用證券法律的發行要求，並且不受優先購買權、登記或類似權利的限制，將符合註冊聲明和招股說明書中涉及的普通股描述。

(g) 沒有適用的註冊或類似權利沒有任何人擁有根據《註冊聲明》註冊出售的權益或債務證券或在本協議所 contempl的發行中包含，除非已經適當放棄。沒有人有權在此處根據要約出售的認購股 ，無論是由於《註冊聲明》的備案或生效還是根據本協議或其他方式出售認購股的情況下，充當公司的承銷商或理財顧問。

(h) 沒有重大不利變化除非在招股說明書中另有披露，自招股說明書所載日期以來，以下情況發生變化：(i)公司及其子公司的業務、財產、前景、運營、控件（財務或其他方面）或經營成果，作爲一個整體，並無重大不利變化（任何此類變化被稱爲“重大逆境變化”，無論是個別的還是聚合的，均已產生或合理預期將會導致重大不利變化；(ii)公司及其子公司，作爲一個實體，未承擔任何重大責任或義務，直接的、間接的或有條件的，也未參與任何超出業務常規範圍之外的重大交易或協議；(iii)公司未宣佈、支付或執行過任何形式的股息或分配；(iv)公司的任何執行官或董事未辭去公司任何職務；以及 (v)公司的長期或短期債務並無重大不利變化。

(i) 獨立會計師據公司所知，Marcum LLP 的報告已提交給委員會，幷包含或併入了註冊聲明和招股說明書中，作爲證券法和上市公司會計監督委員會要求的獨立註冊會計師。Marcum LLP 在註冊聲明和招股說明書中包含或併入的財務報表所涵蓋的期間內，並沒有向公司提供任何非審計服務，如《交易所法》第10A(g)條所定義的。

(j) 基本報表作爲註冊聲明的一部分，幷包含在招股說明書中的基本報表以及相關附註和附表，就所示日期的公司及其子公司的合併財務狀況以及其運營和現金流量結果，在表中指定的期間內，均基本公允。這些基本報表和支持附表是根據美國通用會計準則（「GAAP」）編制的，並在所涉期間內一貫地應用，但在相關附註中可能明確說明的情況除外。但需要注意，未經審計的中期財務報表可能會受到年末審計調整的影響，從總體上來看，這些調整並不會太大，並且不包括GAAP要求的所有腳註。註冊聲明或招股說明書中不需要包含其他基本報表或支持附表。通用會計原則(GAAP)”）一貫應用，在涉及期間內，但如相關附註明確說明的那樣，但需要注意，未經審計的中期財務報表可能會受到年末審計調整的影響，總體上不會太大，並且不包含GAAP要求的所有腳註。註冊聲明或招股說明書中不需要包含其他基本報表或支持附表。

(k) 前瞻性聲明。公司在註冊聲明或招股說明書中未作出或重新確認過任何毫無合理依據的前瞻性聲明（見於證券法第27A條和交易法第21E條），或者未真誠披露過公司以外的信息。

(l) 統計和營銷相關數據。每份註冊聲明或招股說明書中包含或參考的統計和市場相關數據基於或源自公司合理認爲可靠和準確的來源，或者代表公司的真誠估計，這些估計是基於從這些來源獲得的數據。

(m) XBRL交互數據採用可擴展業務報告語言（XBRL）呈現，包含或參照註冊聲明中要求提供的所有重要信息，並按照委員會適用的規則和指南編制。XBRL在註冊聲明中包含或引用的交互數據以所有重要方面的信息準確呈現，並按照委員會相關規則和指南編制。

(n) 該公司及其子公司的註冊和良好運營公司是根據特拉華州法律合法成立並有效存在的公司。 公司具有進行業務的必要公司權力，如擬議書中所述。 公司已取得資格，在需要該資格的所有司法管轄區內合法經營並處於良好狀態；除非未取得資格或不保持良好狀態不會造成重大不利變化。 公司沒有子公司，也沒有直接或間接擁有或控制任何公司、協會或其他實體，除了《公司最近結束財年年度報告第10-K表格》附錄21.1列出的子公司之外，除了（i）不需要在附件21.1中列出的子公司，根據《交易法案》規則S-K附錄601的規定，（ii）自最近財年最後一天以來成立的那些子公司，以及（iii）根據註冊聲明和招股書中披露的。

(o) 股本事項公司本協議前發行的普通股所有已經獲得充分授權並是有效發行的，全部已足額支付並且不可再徵稅；持有人對此沒有追溯權，也不因爲是這樣的持有人而承擔個人責任；這些證券沒有違反公司的任何其他安全防半導體或類似的合同權利授予的優先購買權。普通股的授權股份在所有重大方面與註冊聲明和招股說明書中有關的所有陳述相一致。公司的發行的普通股銷售在所有相關時間都要麼根據《證券法》和適用州的證券或「藍天」法註冊，要麼基於購買這些股票的承購人的陳述和保證，符合免於註冊的要求。公司的現有普通股的情況，包括股票期權、股票獎金和其他股票計劃或安排，以及在註冊聲明和招股說明書中描述的期權或其他權利，準確且準確地呈現了與這些計劃、安排、期權和權利相關的必須顯示的所有信息。

(p) 不違反現有文書；無需進一步的授權或批准。公司的執行、交付 以及本協議的履行以及本協議或註冊聲明和招股說明書所設想的交易的完成 （包括配售股份的發行和出售以及按所述使用配售股份出售所得的收益 在招股說明書中（標題爲 「所得款項的使用」）不會（A）導致對任何內容的重大違規或違反 本公司或任何子公司所遵守的任何法律、命令、規則或規章的條款和規定，或構成違約 主題（包括但不限於美國衛生與人類部食品藥品監督管理局頒佈的主題） 服務（”食品藥品管理局”) 或任何履行類似職能的外國、聯邦、州或地方監管機構 適用於美國食品和藥物管理局執行的業務），或公司或任何子公司的任何財產或資產受其約束或影響的財產，但不適用於 在某種程度上，此類違約、違規或違約行爲不太可能導致重大不利變更 (B) 的衝突 任何違規或違約行爲，或構成違約（或經通知或時效或兩者兼而有之，即構成違約的事件） 根據或授予他人任何終止、修改、加速或取消的權利（有無通知、時效或 都) (a”默認加速事件”）任何協議、租賃、信貸額度、債務、票據、債券、抵押貸款， 契約或其他文書（”合同”) 或本公司或任何人所遵守的義務或其他諒解 子公司是當事方或本公司或任何子公司的任何財產或資產受其約束或受其影響，但以下情況除外 此類衝突、違約或默認加速事件不太可能導致重大不利變化或 (C) 結果 違反或違反公司註冊證書的任何條款和規定，或構成違約 （因爲可能會不時修訂或重述相同的章程）或章程（因爲章程可能會不時修訂或重述）。都不是 根據其公司章程，公司或其任何子公司都存在違反、違反或違約行爲（可能相同） 不時修訂或重述）、章程（可能會不時修訂或重述章程）或其他同等組織 或管理文件。本公司及其任何子公司以及據其所知任何其他方均未違規、違規或 任何已導致或可以合理預期會導致重大不利變化的合同的違約。每一次批准、同意 必須由任何監管、行政或其他政府機構下令、授權、指定、申報或備案 與本公司執行和交付本協議以及公司履行交易有關 本文所考慮的內容已獲得或制定，且具有完全的效力，但以下情況除外：(i) 在任何適用時間內 銷售代理將無法依賴金融業監管局公司的第 5110 (b) (7) (C) (i) 條 (”FINRA”）， FINRA可能要求的額外措施，（ii）《證券法》或交易所要求的向委員會提交文件 在每種情況下，根據交易所的規章制度採取行動，或向聯交所提交文件或通知 根據本協議，在本協議簽訂之日後制定，以及 (iii) 爲符合共同體資格而可能需要採取的額外步驟 銷售代理根據州證券法或藍天法出售的股票。

(q) 無實質性行動或訴訟。沒有任何針對公司或公司知悉的任何高管或董事，包括FDA或任何聯邦、州、地方或外國政府機構的訴訟、調查、仲裁、調查、訴訟或政府程序等進行中或受到威脅（應理解爲公司與FDA及類似政府機構之間關於臨床開發和產品批准過程的互動不應視爲本聲明目的的程序），在註冊聲明或招股說明書中需要披露且尚未披露的，除非該披露不合情理地預計會對物質性不利變化產生影響。

(r) 勞動爭議。公司或其任何子公司與員工之間不存在或據公司所知即將發生的任何勞動紛爭，對於任何其或其子公司的主要供應商、承包商或客戶員工存在的現有、威脅的或即將發生的勞動紛爭，公司均不知曉，除非該等勞動紛爭不會單獨或總體上對公司及其子公司作爲整體造成重大不利影響。沒有未決事項，也沒有公司或任何子公司知曉的威脅，任何訴訟、訴訟程序或程序，其中公司或其任何子公司是當事人，或公司或其任何子公司的任何資產是法院或政府機構、機關或機構、仲裁員或調解員之前或之中的主題，除非這些不會單獨或總體上合理地預期產生實質性不利變化。

(s) 遵守某些適用法律。 公司:(A) 一直遵守所有章程, 規則, 或適用於所有權, 測試, 開發, 製造, 包裝, 加工, 使用, 分銷, 營銷, 標籤的法規, 促銷、銷售、要約出售、儲存、進口、出口或處置本公司製造或分銷的任何產品（”適用 法律”），除非個人或總體上無法合理預期會發生重大不利變化； (B) 未收到任何政府機構發出的任何警告信、無標題信件或其他信函或通知，指控或 聲稱不遵守任何適用法律或任何許可證、證書、批准、許可、授權、許可證和補充材料 或任何此類適用法律要求的修正案 (”授權”); (C) 擁有所有重要授權 而且此類授權是有效的，完全有效，不嚴重違反任何此類授權的任何條款； (D) 未收到任何索賠、訴訟、訴訟、程序、聽證、執行、調查、仲裁或其他行動的通知 來自聲稱任何產品運營或活動違反任何適用法律的任何政府機構或第三方 或授權, 不知道有任何此類政府機構或第三方正在考慮任何此類索賠, 訴訟, 仲裁、訴訟、訴訟、調查或程序，可以合理地預期會收到這些款項的個別或總體收到 做出重大不利變化；（E）尚未收到任何政府機構已經、正在採取或打算採取的通知 採取行動限制、暫停、修改或撤銷任何授權，但不知道有任何此類政府機構正在考慮 此類行動；以及 (F) 已提交、獲取、保存或提交了所有重要報告、文件、表格、通知、申請、記錄， 任何適用法律或授權要求的索賠、陳述、補充或修改，以及所有此類報告、文件、 表格、通知、申請、記錄、索賠、呈件和補充或修正在提交之日是完整和正確的 (或在隨後提交的材料中得到更正或補充).

(t) 稅務合規性問題公司及其子公司已提交了所有必須在此前向稅務機關提交的外國、聯邦、州和地方法律規定的各種稅務申報表（下文定義的）或已經合法獲得了申報期限的延長，並已支付了所有計入這些申報表的應支付的稅款（下文定義的）及已支付了公司或該子公司應繳的所有稅款。在註冊聲明和招股書中包括或通過引用的財務報表中列示的或表示的稅款的預計值，無論爭議與否，足以支付所有已計提但尚未支付的稅款，以及截至該等合併財務報表日期的所有期間的稅款。除註冊聲明和招股書中披露的事項外，稅務機關尚未（並且目前尚未）就公司或其子公司的任何申報表或聲稱應該支付的稅收提出任何重大問題，並且公司或其子公司未提供或要求提供與稅務申報表或稅款徵收相關的法定時效的棄權。沒有任何稅務留置權負擔在公司或其任何子公司的資產、財產或業務上。稅後調整和其他項目，淨利潤（下文稱爲）指聯邦、州、地方法律、國外和其他相關聯的收入、毛收入、毛收益、銷售、使用、從價稅、轉讓、特許經營、利潤、許可、租賃、服務、服務使用、代扣代繳、工資、就業、消費稅、割離稅、印花稅、職業稅、保險費、財產稅、暴利稅、進口及出口關稅、徵稅或任何其他種類的費用、評估或徵收的各種稅收，涉及的利息、罰款、增加稅款額，或關於此類稅款的其他額外金額。返回「財務報表」的意思是所有應在稅務方面進行申報的所有申報、申報、報告、陳述和其他文件。

(u) 公司不是「投資公司」。在收到普通股款項之後，公司不需要根據《1940年投資公司法案》的修改版意義下注冊爲「投資公司」。公司在收到認購股份款項後或根據《使用收益》中所述的用途後，不需要根據1940年修訂版的投資公司法註冊爲「投資公司」。 “投資公司法案”).

(v) 保險公司及其各子公司均承保，或有權享受保險的利益，金額和覆蓋範圍均爲公司認爲足以進行其業務及其財產價值的保險額，並符合從事類似行業業務的公司慣例，所有此類保險均有效。公司及其任何子公司均無理由認爲其將無法（i）在政策到期時續保其現有保險覆蓋範圍，或（ii）獲得同類機構提供的類似保險覆蓋範圍，該保險覆蓋範圍爲公司目前從事的業務所必須或適當，並且成本不會導致重大不利變化。

(w) 沒有價格穩定或操縱。公司未直接或間接（未對活動產生任何影響）採取任何行動 銷售代理人），任何旨在或可能導致或導致普通股價格穩定或操縱的行動 股票或任何 「參考證券」（定義見《交易法》第m條第100條）（”規則 M”) 就普通股而言，是否爲配售股份的出售或轉售提供便利，以及 沒有采取任何會直接或間接違反第m條例的行動。

(x) 關聯交易沒有涉及公司或任何其他人的業務關係或關聯交易需要在註冊聲明和招股說明書中描述，這些未被要求描述的情況依法應進行描述。

(y) 與統計和市場相關的數據。在註冊聲明、發售時間說明書或招股說明書中包含的所有統計、人口統計學和市場相關數據均基於或派生自公司認爲可靠和準確的來源。在必要時，已通過書面方式從這些來源獲得使用此類數據的許可。. 在註冊聲明、招股說明書或任何修訂或補充文件中，一旦其已向交易所委員會根據《交易所法》提交或將來提交，這些文件在所有重大方面符合《交易所法》的要求，並將繼續符合要求，當與招股說明書中的其他信息一起閱讀時，在每個銷售點和每個結算日期，將不包含任何重大事實的不實陳述或省略其中要陳述的重大事實，或者必要使該等陳述在製作時所考慮的情況下，不會進行誤導。

(z) Conformity of Issuer Free Writing Prospectus. Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Placement Shares, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified. The Company has not made any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the Sales Agent. The Company has retained in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Securities Act.

(aa) Compliance with Environmental Laws. The Company and its subsidiaries are in compliance with all foreign, federal, state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”), except where the failure to comply has not had and would not reasonably be expected to result in, singularly or in the aggregate, a Material Adverse Change. To the Company’s knowledge, there has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability, except for any violation or liability which has not had and would not reasonably be expected to have, singularly or in the aggregate with all such violations and liabilities, a Material Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which the Company or any of its subsidiaries has knowledge, except for any such disposal, discharge, emission, or other release of any kind which would not have, singularly or in the aggregate with all such discharges and other releases, a Material Adverse Change.

(bb) Intellectual Property. The Company and each of its subsidiaries own or possess or have valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its subsidiaries as currently carried on and as described in the Registration Statement and the Prospectus, except as would not be reasonably likely to result in a Material Adverse Change. To the knowledge of the Company, no action or use by the Company or any of its subsidiaries necessary for the conduct of their business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others, except where such action, use, license or fee is not reasonably likely to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries have received any notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company or any of its subsidiaries; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company or any of its subsidiaries in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company or any of its subsidiaries and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of its subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, neither the Company nor any of its subsidiaries has received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 6(bb), reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company or any of its subsidiaries is in or has ever been in violation in any material respect 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 or any of its subsidiaries, or actions undertaken by the employee while employed with the Company or any of its subsidiaries and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company or any of its subsidiaries which has not been patented has been kept confidential. Neither the Company nor any of its subsidiaries is a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement and the Prospectus and are not described therein. The Registration Statement and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company or its subsidiaries has been obtained or is being used by the Company or any of its subsidiaries in violation of any contractual obligation binding on the Company or any such subsidiary or, to the Company’s knowledge, any of its or its subsidiaries’ officers, directors or employees, or otherwise in violation of the rights of any persons, except for violations that would not result in a Material Adverse Change.

(cc) Brokers. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Sales Agent for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Placement Shares by the Sales Agent under this Agreement.

(dd) No Outstanding Loans or Other Indebtedness. There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company or executive officers of any of its subsidiaries to the extent such executive officers may be deemed executive officers of the Company, or any of their respective family members, except as disclosed in the Registration Statement and the Prospectus. The Company has not directly or indirectly extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or executive officer of the Company.

(ee) No Reliance. The Company has not relied upon the Sales Agent or legal counsel for the Sales Agent for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.

(ff) Broker-Dealer Status. Neither the Company nor any of its related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning of Article I of the NASD Manual administered by FINRA). To the Company’s knowledge, there are no affiliations or associations between any member of FINRA and any of the Company’s officers, directors or 10% or greater security holders, except as set forth in the Registration Statement.

(gg) S-3 Eligibility. (i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the then applicable requirements for use of Form S-3 under the Securities Act, including compliance with General Instruction I.B.1 or General Instruction I.B.6 of Form S-3, if and for so long as applicable. The Company is not a shell company (as defined in Rule 405 under the Securities Act) and has not been a shell company for at least 12 calendar months previously and if it has been a shell company at any time previously, has filed current Form 10 information (as defined in General Instruction I.B.6 of Form S-3) with the Commission at least 12 calendar months previously reflecting its status as an entity that is not a shell company.

(hh) FINRA Matters. All of the information provided to the Sales Agent or to counsel for the Sales Agent 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 Placement Shares is true, complete, correct and compliant with FINRA’s rules in all material respects 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. Except as disclosed in the Registration Statement and the Prospectus, there is no (i) officer or director of the Company, (ii) beneficial owner of 10% or more of any class of the Company’s securities or (iii) to the Company’s knowledge, beneficial owner of the Company’s unregistered equity securities that were acquired during the 180-day period immediately preceding the date of this Agreement that is an affiliate or associated person of a FINRA member participating in the offer, issuance and sale of the Placement Shares as contemplated by this Agreement and the Registration Statement and the Prospectus (as determined in accordance with the rules and regulations of FINRA).

(ii) Compliance with Orders. Neither the Company nor any of its subsidiaries is in violation of any material judgment, decree, or order of any court, arbitrator or other governmental authority.

(jj) 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 in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

(kk) Disclosure Controls and Procedures. Except as set forth in the Registration Statement and the Prospectus, the Company and its subsidiaries maintain systems of “internal control over financial reporting” (as defined under Rules 13a-15 and 15d-15 under the Exchange Act) that comply with the requirements of the Exchange Act and have been designed by, or under the supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including, but not limited to, internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in XBRL included or incorporated by reference in the Registration Statement and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission’s rules and guidelines applicable thereto. Since the date of the latest audited financial statements included in the Registration Statement and the Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(ll) ERISA. The Company, 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 any of their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company and each 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 any of its subsidiaries 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, or any of its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, any of 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 nor any of its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material 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, any of 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, to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

(mm) Contracts and Agreements. The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company or any of its subsidiaries is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company or any of its subsidiaries and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Except as disclosed in the Registration Statement and the Prospectus, none of such agreements or instruments has been assigned by the Company or its subsidiaries, and neither the Company, its subsidiaries nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the Company’s knowledge, performance by the Company or any of its subsidiaries of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company, its subsidiaries or any of their assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations, except to the extent that such violation is not reasonably likely to result in a Material Adverse Change.

(nn) Title to Properties. The Company and each of its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company, and under which the Company or any of its subsidiaries hold properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, which would result in a Material Adverse Change.

(oo) No Unlawful Contributions or Other Payments. No payments or inducements have been made or given, directly or indirectly, to any federal or local official or candidate for, any federal or state office in the United States or foreign offices by the Company, any of its subsidiaries or any of their officers or directors, or, to the knowledge of the Company, by any of its employees or agents or any other person in connection with any opportunity, contract, permit, certificate, consent, order, approval, waiver or other authorization relating to the business of the Company or any of its subsidiaries, except for such payments or inducements as were lawful under applicable laws, rules and regulations. Neither the Company, any of its subsidiaries, nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries, (i) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any government official or employee from corporate funds; or (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment in connection with the business of the Company.

(pp) Foreign Corrupt Practices Act. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries, is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA. The Company and its subsidiaries have conducted their respective businesses in compliance with the FCPA and have instituted and maintains policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

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

(rr) OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee, affiliate or person acting on behalf of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(ss) Exchange Listing. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is currently listed on the Exchange under the trading symbol “CDT”. Except as disclosed in the Registration Statement and the Prospectus, there is no action pending by the Company or, to the Company’s knowledge, the Exchange to delist the Common Stock from the Exchange, nor has the Company received any notification that the Exchange is currently contemplating terminating such listing, except as otherwise disclosed in the Registration Statement and Prospectus. The Company has no intention to delist the Common Stock from the Exchange or to deregister the Common Stock under the Exchange Act, in either case, at any time during the period commencing on the date of this Agreement through and including the 90th calendar day after the termination of this Agreement. The Company has filed with the Exchange a Listing of Additional Shares Notification Form for the offering of the Placement Shares as contemplated in this Agreement. The issuance and sale of the Placement Shares under this Agreement does not contravene the rules and regulations of the Exchange.

(tt) Margin Rules. The Company owns no “margin securities” as that term is defined in Regulation U of the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and none of the proceeds from the issuance, sale and delivery of the Placement Shares as contemplated by this Agreement and as described in the Registration Statement and the Prospectus will be used, directly or indirectly, for the purpose of purchasing or carrying any margin security, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might cause any of the shares of Common Stock to be considered a “purpose credit” within the meanings of Regulation T, U or X of the Federal Reserve Board.

(uu) Underwriter Agreements. The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

(vv) Board of Directors. The qualifications of the persons serving as board members of the Company and the overall composition of the Company’s Board of Directors comply with the applicable requirements of the Exchange Act and the Sarbanes-Oxley Act and the listing rules of the Exchange applicable to the Company. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors of the Company qualify as “independent,” as defined under the listing rules of the Exchange.

(ww) No Integration. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the offer and sale of the Placement Shares hereunder to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of any such securities under the Securities Act.

(xx) No Material Defaults. Neither the Company nor any of its subsidiaries has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change. The Company has not filed a report pursuant to Section 13(a) or 15(d) of the Exchange Act since the filing of its last Annual Report on Form 10-K, indicating that it (i) has failed to pay any dividend or sinking fund installment on preferred stock or (ii) has defaulted on any installment on indebtedness for borrowed money or on any rental on one or more long-term leases, which defaults, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

(yy) Books and Records. The minute books of the Company and each of its subsidiaries have been made available to the Sales Agent and counsel for the Sales Agent, and such books (i) contain a substantially complete summary of all meetings and material actions of the board of directors (including each board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as applicable) and each of its subsidiaries since the time of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately reflects in all material respects all transactions referred to in such minutes.

(zz) Regulations. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Company’s business in the past and as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed.

(aaa) Regulatory Matters; Compliance. The material terms of all preclinical and other nonclinical studies and clinical trials conducted by or on behalf of the Company that are material to the Company have been adequately described in the Registration Statement or the Prospectus, in all material respects. The clinical trials and nonclinical studies conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of such trials and studies which are referred to in the Registration Statement and the Prospectus were and, if still ongoing, are being conducted in material compliance with all laws and regulations applicable thereto in the jurisdictions in which they are being conducted. The descriptions in the Registration Statement and the Prospectus of the results of such trials and studies are accurate and complete in all material respects and fairly present the data derived from such trials and studies, and the Company has no knowledge of any clinical trials the aggregate results of which are inconsistent with or otherwise call into question the results of any clinical trial conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus. Except as disclosed in the Registration Statement or the Prospectus, the Company has not received any written notices or other communications from the FDA, the European Medicines Agency (“EMA”) or any other governmental agency or authority imposing, requiring, requesting or suggesting a clinical hold, termination, suspension or material modification of any clinical trial that is described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus. Except as disclosed in the Registration Statement or the Prospectus, the Company has not received any written notices or other communications from the FDA, the EMA or any other governmental agency, and otherwise has no knowledge of, or reason to believe that, (i) any investigational new drug application for a potential product of the Company is or has been rejected or determined to be non-approvable or conditionally approvable; and (ii) any license, approval, permit or authorization to conduct any clinical trial of any potential product of the Company has been, will be or may be suspended, revoked, modified or limited.

(bbb) Information Technology. The Company’s information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the Company as currently conducted, except where such failure to operate and perform would not reasonably be expected to result in a Material Adverse Change, and to the knowledge of the Company are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company has implemented and maintained commercially reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not, individually or in the aggregate, result in a Material Adverse Change, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. The Company is presently in compliance in all material respects with all applicable laws or statutes and all applicable judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification, except for any such noncompliance that would not result in a Material Adverse Change. The disclosures in the Registration Statement and the Prospectus concerning the effects of federal, state, local and all foreign regulation on the Company’s business in the past and as currently contemplated are correct in all material respects and no other such regulations are required to be disclosed in the Registration Statement and the Prospectus which are not so disclosed.

(ccc) Confidentiality and Non-Competitions. To the Company’s knowledge, no director, officer, key employee or consultant of the Company is subject to any confidentiality, non-disclosure, non-competition agreement or non-solicitation agreement with any employer or prior employer that could reasonably be expected to materially affect his ability to be and act in his respective capacity of the Company or be expected to result in a Material Adverse Change.

(ddd) All Necessary Permits, etc. Except as is not reasonably likely to result in a Material Adverse Change, the Company and each of its subsidiaries holds, and is in compliance with, all franchises, grants, authorizations, licenses, permits, easements, consents, certificates and orders (“Permits”) of any governmental or self-regulatory agency, authority or body required for the conduct of its business, and all such Permits are in full force and effect.

Any certificate signed by an officer of the Company and delivered to the Sales Agent or to counsel for the Sales Agent pursuant to or in connection with this Agreement shall be deemed to be a representation and warranty by the Company to the Sales Agent as to the matters set forth therein.

The Company acknowledges that the Sales Agent and, for purposes of the opinions to be delivered pursuant to Section 7 hereof, counsel to the Company and counsel to the Sales Agent, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

7. Covenants of the Company. The Company covenants and agrees with the Sales Agent that:

(a) Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by the Sales Agent under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), (i) the Company will notify the Sales Agent promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; (ii) the Company will prepare and file with the Commission, promptly upon the Sales Agent’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Agent’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by the Sales Agent (provided, however, that the failure of the Sales Agent to make such request shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure to make such filing shall be to cease making sales under this Agreement until such amendment or supplement is filed); (iii) the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to the Sales Agent within a reasonable period of time before the filing and the Sales Agent has not reasonably objected thereto (provided, however, that the failure of the Sales Agent to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Sales Agent’s right to rely on the representations and warranties made by the Company in this Agreement, and provided, further, that the only remedy the Sales Agent shall have with respect to the failure by the Company to obtain such consent shall be to cease making sales under this Agreement); (iv) the Company will furnish to the Sales Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and (v) the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act (without reliance on Rule 424(b)(8) of the Securities Act) or, in the case of any documents incorporated by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed.

(b) Notice of Commission Stop Orders. The Company will advise the Sales Agent, promptly after it receives notice or obtains knowledge thereof, of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any notice objecting to, or other order preventing or suspending the use of, the Prospectus, of the suspension of the qualification of the Placement Shares for offering or sale in any jurisdiction, or of the initiation of any proceeding for any such purpose or any examination pursuant to Section 8(e) of the Securities Act, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Placement Shares; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. Until such time as any stop order is lifted, the Sales Agent shall cease making offers and sales under this Agreement.

(c) Delivery of Prospectus; Subsequent Changes. During any period in which a Prospectus relating to the Placement Shares is required to be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will comply in all material respects with all requirements imposed upon it by the Securities Act, as from time to time in force, and to file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Securities Act, the Company will promptly notify the Sales Agent to suspend the offering of Placement Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance; provided, however, that the Company may delay any such amendment or supplement if, in the reasonable judgment of the Company, it is in the best interests of the Company to do so.

(d) Listing of Placement Shares. During any period in which the Prospectus relating to the Placement Shares is required to be delivered by the Sales Agent under the Securities Act with respect to a pending sale of the Placement Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 153 or Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Placement Shares to be listed on the Exchange and to qualify the Placement Shares for sale under the securities laws of such jurisdictions as the Sales Agent reasonably designates and to continue such qualifications in effect so long as required for the distribution of the Placement Shares; provided, however, that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities or file a general consent to service of process in any jurisdiction.

(e) Delivery of Registration Statement and Prospectus. The Company will furnish to the Sales Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during any period in which a Prospectus relating to the Placement Shares is required to be delivered under the Securities Act (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as the Sales Agent may from time to time reasonably request and, at the Sales Agent’s request, will also furnish copies of the Prospectus to each exchange or market on which sales of the Placement Shares may be made; provided, however, that the Company shall not be required to furnish any document (other than the Prospectus) to the Sales Agent to the extent such document is available on EDGAR.

(f) Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement of the Company and its subsidiaries (which need not be audited) covering a 12-month period that complies with Section 11(a) and Rule 158 of the Securities Act. The terms “earnings statement” and “make generally available to its security holders” shall have the meanings set forth in Rule 158 under the Securities Act.

(g) Expenses. The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of each Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Placement Shares, including any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Placement Shares to the Sales Agent, (iii) the fees and disbursements of the counsel, accountants and other advisors to the Company in connection with the transactions contemplated by this Agreement; (iv) the qualification of the Placement Shares under securities laws in accordance with the provisions of Section 7(d) of this Agreement, including filing fees (provided, however, that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below), (v) the printing and delivery to the Sales Agent of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the Placement Shares for trading on the Exchange, (vii) the fees and expenses of the transfer agent or registrar for the Common Stock; (viii) filing fees and expenses, if any, of the Commission and the FINRA Corporate Financing Department (provided, however, that any fees or disbursements of counsel for the Sales Agent in connection therewith shall be paid by the Sales Agent except as set forth in (ix) below) and (ix) the Company shall reimburse the Sales Agent for its reasonable and documented out-of-pocket costs and expenses (including but not limited to the reasonable fees and documented out-of-pocket costs and expenses of counsel to the Sales Agent) in an amount not to exceed $50,000 and up to an additional $5,000 per fiscal quarter; provided, however, that the quarterly reimbursement amount (A) will in no event exceed $20,000 per fiscal year, and (B) is only payable in the event the Company conducts bring-down activities for a Placement during the relevant quarter.

(h) Use of Proceeds. The Company will use the Net Proceeds as described in the Prospectus in the section entitled “Use of Proceeds.”

(i) Notice of Other Sales. The Company (I) shall provide the Sales Agent notice at least two (2) days, before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, or warrants or any rights to purchase or acquire Common Stock, during the period beginning on the fifth (5^th) Trading Day immediately prior to the date on which any Placement Notice is delivered to the Sales Agent hereunder and ending on the fifth (5^th) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the fifth (5^th) Trading Day immediately following the date of such suspension or termination), and (II) will not directly or indirectly enter into or utilize any other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of any shares of Common Stock (other than the Placement Shares offered pursuant to this Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire, shares of Common Stock prior to the termination of this Agreement; provided, however, that such notice requirements or restrictions, as the case may be, will not be required in connection with the Company’s issuance or sale of (i) shares of Common Stock, options to purchase shares of Common Stock, other equity awards or shares of Common Stock issuable upon the exercise of options or other equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan of the Company whether now in effect or hereafter implemented, (ii) shares of Common Stock issuable upon exchange, conversion or redemption of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on EDGAR or otherwise in writing (including by e-mail correspondence) to the Sales Agent and (iii) shares of Common Stock or securities convertible into or exchangeable for shares of Common Stock as consideration for mergers, acquisitions, sale or purchase of assets, other business combinations or strategic alliances, vendor, consultant, customer or other comparable transactions occurring after the date of this Agreement which are not issued for capital raising purposes.

(j) Change of Circumstances. The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Placement Shares, advise the Sales Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document provided to the Sales Agent pursuant to this Agreement.

(k) Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by the Sales Agent or its agents in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as the Sales Agent may reasonably request.

(l) Required Filings Relating to Placement of Placement Shares. The Company shall set forth in each Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed by the Company with the Commission in respect of any quarter in which sales of Placement Shares were made by or through the Sales Agent under this Agreement, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such sales of Placement Shares. To the extent that the filing of a prospectus supplement with the Commission with respect to any sales of Placement Shares becomes required under Rule 424(b) under the Securities Act, the Company agrees that, on or before such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act, which prospectus supplement will set forth, with regard to the relevant period, the amount of Placement Shares sold to or through the Sales Agent, the Net Proceeds to the Company and the compensation payable by the Company to the Sales Agent with respect to such Placement Shares (provided that the Company may satisfy this obligation by effecting a filing in accordance with the Exchange Act with respect to such information), and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. The Company shall afford the Sales Agent and its counsel with a reasonable opportunity to review and comment upon, shall consult with the Sales Agent and its counsel on the form and substance of, and shall give due consideration to all such comments from the Sales Agent or its counsel on, any such filing prior to the issuance, filing or public disclosure thereof; provided, however, that the Company shall not be required to submit for review (A) any portion of any periodic reports filed with the Commission under the Exchange Act other than the specific disclosure relating to any sales of Placement Shares and (B) any disclosure contained in periodic reports filed with the Commission under the Exchange Act if it shall have previously provided the same disclosure for review in connection with a previous filing.

(m) Representation Dates; Certificate. On or prior to the date the first Placement Notice is given hereunder and each time the Company (i) files the Prospectus relating to the Placement Shares or amends or supplements the Registration Statement or the Prospectus relating to the Placement Shares (other than (A) a prospectus supplement filed in accordance with Section 7(l) of this Agreement or (B) a supplement or amendment that relates to an offering of securities other than the Placement Shares) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files a quarterly report on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than an earnings release, to “furnish” information pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act (each date of filing of one or more of the documents referred to in clauses (i) through (iv) shall be a “Representation Date”), the Company shall furnish the Sales Agent within three (3) Trading Days after each Representation Date with a certificate, in the form attached hereto as Exhibit 7(m). The requirement to provide a certificate under this Section 7(m) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date, provided however, that such waiver shall not apply for any Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent with a certificate under this Section 7(m), then before the Company delivers the Placement Notice or the Sales Agent sells any Placement Shares, the Company shall provide the Sales Agent with a certificate, in the form attached hereto as Exhibit 7(m), dated the date of the Placement Notice.

(n) Legal Opinions. On or prior to the date the first Placement Notice is given hereunder, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of Thompson Hine LLP, as counsel to the Company, or other counsel reasonably satisfactory to the Sales Agent (“Company Counsel”), in such case substantially in the form previously agreed between the Company and the Sales Agent. Thereafter, within three (3) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m) for which no waiver is applicable pursuant to Section 7(m), and not more than once per calendar quarter, the Company shall cause to be furnished to the Sales Agent the written opinion and negative assurance of the Company Counsel substantially in the forms previously agreed between the Company and the Sales Agent, modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that if the Company Counsel has previously furnished to the Sales Agent such written opinion and negative assurance of such counsel, in each case substantially in the forms previously agreed between the Company and the Sales Agent, then the Company Counsel may, in respect of any future Representation Date, furnish the Sales Agent with a letter signed by such counsel (each, a “Reliance Letter”) in lieu of such opinion and negative assurance of such counsel to the effect that the Sales Agent may rely on the prior opinion and negative assurance of such counsel delivered pursuant to this Section 7(n) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion and negative assurance shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such Reliance Letter).

(o) Comfort Letter. On or prior to the date the first Placement Notice is given hereunder and within three (3) Trading Days after the subsequent Representation Date with respect to which the Company is obligated to deliver a certificate pursuant to Section 7(m), other than a Representation Date under Section 7(m)(iii)-(iv) unless with respect to a Representation Date under Section 7(m)(iv) the Sales Agent reasonably requests delivery thereof, the Company shall cause its independent accountants to furnish the Sales Agent letters (the “Comfort Letters”), dated the date that the Comfort Letter is delivered, in form and substance satisfactory to the Sales Agent, (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the rules and regulations of the PCAOB and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to the Sales Agent in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

(p) Market Activities. The Company will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock or (ii) sell, bid for, or purchase shares of Common Stock in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than the Sales Agent.

(q) Insurance. The Company and its subsidiaries shall maintain, or cause to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for the business in which it is engaged.

(r) Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor its subsidiaries or, after giving effect to the offering and sale of the Placement Shares and the application of proceeds therefrom as described in the Prospectus, will be, an “investment company” within the meaning of such term under the Investment Company Act.

(s) Securities Act and Exchange Act. The Company will use its commercially reasonable efforts to comply with all requirements imposed upon it by the Securities Act and the Exchange Act as from time to time in force, so far as necessary to permit the continuance of sales of, or dealings in, the Placement Shares as contemplated by the provisions hereof and the Prospectus.

(t) No Offer to Sell. Other than the Prospectus and an Issuer Free Writing Prospectus approved in advance by the Company and the Sales Agent in its capacity as principal or agent hereunder, neither the Sales Agent nor the Company (including its agents and representatives, other than the Sales Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

(u) Sarbanes-Oxley Act. The Company and its subsidiaries will use their reasonable efforts to comply with all effective applicable provisions of the Sarbanes-Oxley Act.

(v) Transfer Agent. The Company shall maintain, at its sole expense, a registrar and transfer agent for the Common Stock.

8. Conditions to the Sales Agent’s Obligations. The obligations of the Sales Agent hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by the Sales Agent of a due diligence review satisfactory to the Sales Agent in its reasonable judgment, and to the continuing satisfaction (or waiver by the Sales Agent in its sole discretion) of the following additional conditions:

(a) Registration Statement Effective. The Registration Statement shall be effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice which have not yet been issued and sold pursuant to such Registration Statement.

(b) Securities Act Filings Made. The Company shall have filed with the Commission the ATM Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission’s close of business on the second Business Day following the date of this Agreement. All other filings with the Commission required by Rule 424(b) or Rule 433 under the Securities Act to have been filed prior to the issuance of any Placement Notice hereunder shall have been made within the applicable time period prescribed for such filing by Rule 424(b) (without reliance on Rule 424(b)(8) of the Securities Act) or Rule 433, as applicable.

(c) No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company or any of its subsidiaries of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; (iv) the occurrence of any event that makes any material statement made in the Registration Statement or the Prospectus or any material document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in the Registration Statement, related Prospectus or such documents so that, in the case of the Registration Statement, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and, that in the case of the Prospectus, it will not contain any materially untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) No Misstatement or Material Omission. The Sales Agent shall not have advised the Company that the Registration Statement or Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in the Sales Agent’s reasonable opinion is material, or omits to state a fact that in the Sales Agent’s reasonable opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading.

(e) Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any material adverse change in the authorized capital stock of the Company or any Material Adverse Change or any development that could reasonably be expected to result in a Material Adverse Change, the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of the Sales Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated by this Agreement and the Prospectus.

(f) Representation Certificate. The Sales Agent shall have received the certificate required to be delivered pursuant to Section 7(m) on or before the date on which delivery of such certificate is required pursuant to Section 7(m).

(g) Legal Opinions. The Sales Agent shall have received the opinions, and as applicable, and negative assurance of Company Counsel as required to be delivered pursuant Section 7(n) on or before the date on which such delivery of such opinions and negative assurance, as applicable, is required pursuant to Section 7(n).

(h) Comfort Letter. The Sales Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(o) on or before the date on which delivery of such Comfort Letter is required pursuant to Section 7(o).

(i) Officer’s Certificate. On or prior to the date the first Placement Notice is given hereunder, the Sales Agent shall have received a certificate, signed on behalf of the Company by its President and Chief Executive Officer, certifying as to (i) the articles of incorporation of the Company (as the same may be amended or restated from time to time), (ii) the bylaws of the Company (as the same may be amended or restated from time to time), (iii) the resolutions of the Board of Directors of the Company (or a committee thereof) authorizing the execution, delivery and performance of this Agreement and the issuance of the Placement Shares and (iv) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement.

(j) No Suspension. Trading in the Common Stock shall not have been suspended on the Exchange and the Common Stock shall not have been delisted from the Exchange.

(k) Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(m), the Company shall have furnished to the Sales Agent such appropriate further opinions, certificates, letters and documents as the Sales Agent may reasonably request and which are usually and customarily furnished by an issuer of securities in connection with a securities offering of the type contemplated hereby. All such opinions, certificates, letters and other documents shall have been in compliance with the provisions hereof. The Company will furnish the Sales Agent with such conformed copies of such opinions, certificates, letters and other documents as the Sales Agent shall have reasonably requested.

(l) Approval for Listing. The Placement Shares shall either have been (i) approved for listing on the Exchange, subject only to notice of issuance, or (ii) the Company shall have filed an application for listing of the Placement Shares on the Exchange at, or prior to, the issuance of any Placement Notice.

(m) No Termination Event. There shall not have occurred any event that would permit the Sales Agent to terminate this Agreement pursuant to Section 11(a).

(n) FINRA. The Sales Agent shall have received a letter from the Corporate Financing Department of FINRA confirming that such department has determined to raise no objection with respect to the fairness or reasonableness of the terms and arrangements related to the sale of the Placement Shares pursuant to this Agreement.

9. Indemnification and Contribution.

(a) Company Indemnification. The Company agrees to indemnify and hold harmless the Sales Agent, the directors, officers, members, partners, employees and agents of the Sales Agent, each broker dealer affiliate of the Sales Agent, and each Sales Agent Affiliate, if any, from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which the Sales Agent, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto or in any Issuer Free Writing Prospectus or in any application or other document executed by or on behalf of the Company or based on written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Common Stock under the securities laws thereof or filed with the Commission, (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading or (z) any breach by any of the indemnifying parties of any of their respective representations, warranties and agreements contained in this Agreement; provided, however, that this indemnity agreement shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Shares pursuant to this Agreement and is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(a). This indemnity agreement will be in addition to any liability that the Company might otherwise have.

(b) The Sales Agent Indemnification. The Sales Agent agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (each, a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which any such Company Affiliate, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement thereto, or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that this indemnity agreement shall apply only to the extent that such loss, claim, liability, expense or damage is caused directly by an untrue statement or omission made in reliance upon and in strict conformity with written information relating to the Sales Agent and furnished to the Company by the Sales Agent expressly for inclusion in any document as described in clause (x) of this Section 9(b).

(c) Procedure. Any party that proposes to assert the right to be indemnified under this Section 9 will, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not relieve the indemnifying party from (i) any liability that it might have to any indemnified party otherwise than under this Section 9 and (ii) any liability that it may have to any indemnified party under the foregoing provision of this Section 9 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party, (2) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, (3) a conflict or potential conflict exists (based on advice of counsel to the indemnified party) between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party) or (4) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred. An indemnifying party will not, in any event, be liable for any settlement of any action or claim effected without its written consent. No indemnifying party shall, without the prior written consent of each indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated by this Section 9 (whether or not any indemnified party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising or that may arise out of such claim, action or proceeding.

(d) Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing paragraphs of this Section 9 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company or the Sales Agent, the Company and the Sales Agent will contribute to the total losses, claims, liabilities, expenses and damages (including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than the Sales Agent, such as persons who control the Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the Sales Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the Sales Agent on the other. The relative benefits received by the Company on the one hand and the Sales Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the Sales Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the Sales Agent, on the other, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Sales Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding the foregoing provisions of this Section 9(d), the Sales Agent shall not be required to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement within the meaning of the Securities Act will have the same rights to contribution as that party (and any officers, directors, members, partners, employees or agents of the Sales Agent and each broker dealer affiliate of the Sales Agent will have the same rights to contribution as the Sales Agent), and each officer of the Company who signed the Registration Statement and each director of the Company will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 9(c) hereof.

10. Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of the Sales Agent, any controlling person of the Sales Agent, or the Company (or any of their respective officers, directors, members or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement.

11. Termination.

(a) The Sales Agent shall have the right by giving notice as hereinafter specified at any time to terminate this Agreement if (i) any Material Adverse Change, or any development that could reasonably be expected to result in a Material Adverse Change has occurred that, in the reasonable judgment of the Sales Agent, may materially impair the ability of the Sales Agent to sell the Placement Shares hereunder, (ii) the Company shall have failed, refused or been unable to perform any agreement on its part to be performed hereunder; provided, however, in the case of any failure of the Company to deliver (or cause another person to deliver) any certification, opinion, or letter required under Sections 7(m), 7(n) or 7(o), the Sales Agent’s right to terminate shall not arise unless such failure to deliver (or cause to be delivered) continues for more than thirty (30) days from the date such delivery was required, (iii) any other condition of the Sales Agent’s obligations hereunder is not fulfilled, or (iv) any suspension or limitation of trading in the Placement Shares or in securities generally on the Exchange shall have occurred (including automatic halt in trading pursuant to market-decline triggers, other than those in which solely program trading is temporarily halted), or a major disruption of securities settlements or clearing services in the United States shall have occurred, or minimum prices for trading have been fixed on the Exchange. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g) (Expenses), Section 9 (Indemnification and Contribution), Section 10 (Representations and Agreements to Survive Delivery), Section 11(f), Section 16 (Applicable Law; Consent to Jurisdiction) and Section 17 (Waiver of Jury Trial) hereof shall remain in full force and effect notwithstanding such termination. If the Sales Agent elects to terminate this Agreement as provided in this Section 11(a), the Sales Agent shall provide the required notice as specified in Section 12 (Notices).

(b) The Company shall have the right, by giving five (5) days’ notice as hereinafter specified in Section 12, to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(c) The Sales Agent shall have the right, by giving five (5) days’ notice as hereinafter specified in Section 12, to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(d) Unless earlier terminated pursuant to this Section 11, this Agreement shall automatically terminate upon the earlier to occur of (i) issuance and sale of all of the Placement Shares to or through the Sales Agent on the terms and subject to the conditions set forth herein and (ii) the expiration of the Registration Statement on the third (3^rd) anniversary of the initial effective date of the Registration Statement pursuant to Rule 415(a)(5) under the Securities Act; provided that the provisions of Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 hereof shall remain in full force and effect notwithstanding such termination.

(e) This Agreement shall remain in full force and effect unless terminated pursuant to Sections 11(a), (b), (c) or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 7(g), Section 9, Section 10, Section 11(f), Section 16 and Section 17 shall remain in full force and effect.

(f) Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such termination shall not become effective until the close of business on such Settlement Date and such Placement Shares shall settle in accordance with the provisions of this Agreement.

12. Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to the Sales Agent, shall be delivered to:

A.G.P./Alliance Global Partners

590 Madison Avenue, 28^th Floor

New York, NY 10022

Attention: Tom Higgins

E-mail:

with a copy (which shall not constitute notice) to:

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, New York 10020

Attention: Eric Victorson, Esq.

E-mail: evictorson@sullivanlaw.com

and if to the Company, shall be delivered to:

Conduit Pharmaceuticals Inc.

Attn: James Bligh

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92123

E-mail:

with a copy (which shall not constitute notice) to:

Thompson Hine LLP

300 Madison Ave., 27th Floor

New York, NY 10017

Attention: Todd Mason, Esq.

E-mail: todd.mason@thompsonhine.com

Each party may change such address for notices by sending to the other party to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when transmitted, by e-mail or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, provided, however, that an original of the notice or other communication must be provided for delivery to a nationally-recognized overnight courier on the same day as the e-mail or facsimile transmission for delivery the next Business Day, and provided, further, that a failure to provide an original of the notice or other communication will not cause such notice by e-mail or by verifiable facsimile transmission to have not been deemed given at such time as described in this clause (i), (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agent and their respective successors and permitted assigns and, as to Sections 5(b) and 9, the other indemnified parties specified therein. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any other person any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that the Sales Agent may assign its rights and obligations hereunder to an affiliate of the Sales Agent without obtaining the Company’s consent.

14. Adjustments for Share Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock.

15. Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) and any other writing entered into by the parties relating to this Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

16. Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.

17. Waiver of Jury Trial. The Company and the Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby.

18. Absence of Fiduciary Relationship. The Company acknowledges and agrees that:

(a) the Sales Agent is acting solely as agent in connection with the sale of the Placement Shares contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and the Sales Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Sales Agent has advised or is advising the Company on other matters, and the Sales Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement, except the obligations expressly set forth in this Agreement;

(b) the Company is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;

(d) the Company has been advised and is aware that the Sales Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Sales Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and

(e) the Company waives, to the fullest extent permitted by law, any claims it may have against the Sales Agent, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the transactions contemplated by this Agreement and agrees that the Sales Agent shall have no liability (whether direct or indirect, in contract, tort or otherwise) to the Company in respect of such a fiduciary claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, partners, employees or creditors of the Company.

19. Use of Information. The Sales Agent may not provide any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence (collectively, the “Information”), to any third party other than its legal counsel advising it on this Agreement unless expressly approved by the Company in writing. The Sales Agent agrees to use the same measures to protect the confidentiality of the Information that it uses to protect the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care.

20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Agreement by one party to the other may be made by facsimile, e-mail or other means of electronic transmission.

21. Effect of Headings; Knowledge of the Company. The section and Exhibit headings herein are for convenience only and shall not affect the construction hereof. All references in this Agreement to the “knowledge of the Company” or the “Company’s knowledge” or similar qualifiers shall mean the actual knowledge of the directors and officers of the Company, after due inquiry.

22. Definitions. As used in this Agreement, the following term has the meaning set forth below:

(a) “Applicable Time” means the date of this Agreement, each Representation Date, each date on which a Placement Notice is given, each Point of Sale, and each Settlement Date.

[Remainder of Page Intentionally Blank]

If the foregoing correctly sets forth the understanding between the Company and the Sales Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Sales Agent.

SCHEDULE 1

Form of Placement Notice

Ladies and Gentlemen:

Pursuant to the terms and subject to the conditions contained in the Sales Agreement (the “Sales Agreement”) between Conduit Pharmaceuticals Inc., a Delaware corporation (the “Company”), and A.G.P./Alliance Global Partners (the “Sales Agent”), dated [●], 2024, the Company hereby requests that the Sales Agent sell up to [●] shares of the Company’s common stock, par value $0.0001 per share (the “Placement Shares”), at a minimum market price of $[●] per share, during the time period beginning [month, day, time] and ending [month, day, time] [and with no more than [●] Placement Shares sold in any one Trading Day].

[The Company may include such other sale parameters as it deems appropriate.]

Capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Sales Agreement.

SCHEDULE 2

Notice Parties

Conduit Pharmaceuticals Inc.

James Bligh

The Sales Agent

Thomas Higgins

With copies to:

SCHEDULE 3

Compensation

The Company shall pay to the Sales Agent in cash, upon each sale of Placement Shares through the Sales Agent pursuant to this Agreement, an amount equal to 3.00% of the aggregate gross proceeds from each sale of Placement Shares.*

* The foregoing rate of compensation shall not apply when the Sales Agent purchases Placement Shares on a principal basis, in which case the Company may sell the Placement Shares to the Sales Agent as principal at a price to be mutually agreed upon by the Company and the Sales Agent at the relevant Point of Sale pursuant to the applicable Placement Notice (it being hereby acknowledged and agreed that the Sales Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to the Sales Agreement, except as otherwise agreed by the Sales Agent and the Company in writing and expressly set forth in a Placement Notice).

Exhibit 7(m)

OFFICER CERTIFICATE

The undersigned, the duly qualified and appointed _____________________ of Conduit Pharmaceuticals Inc., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement, dated [__], 2024 (the “Sales Agreement”), between the Company and A.G.P./Alliance Global Partners, that:

Terms used herein and not defined herein have the meanings ascribed to them in the Sales Agreement.