Gemphire Therapeutics Inc. Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 25th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2024, between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 21st, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 18, 2021, by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SERIES A COMMON STOCK PURCHASE WARRANT NeuroBo Pharmaceuticals, Inc.
Security Agreement • June 25th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the twelve (12) months anniversary of the Stockholder Approval Date, and (ii) the 60th day following the date on which the Company publicly announces the occurrence of the Series A Milestone Event; provided that, if such date is not a Trading Day, the immediately following Trading Day (the earlier of such dates, the “Termination Date”), but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase pr

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 21st, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2021, between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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GEMPHIRE THERAPEUTICS INC., Issuer AND [TRUSTEE], Trustee
Indenture • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

INDENTURE, dated as of [·], 20 , among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):

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Gemphire Therapeutics Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • June 13th, 2016 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York
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SERIES A COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.
Warrant Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date Shareholder Approval is received and effective (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (

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GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF GEMPHIRE THERAPEUTICS INC. FORM OF PREFERRED STOCK WARRANT AGREEMENT
Preferred Stock Warrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

PREFERRED STOCK WARRANT AGREEMENT(this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • January 21st, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 21, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on July 21, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT
Common Stock Warrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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GEMPHIRE THERAPEUTICS INC. and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF GEMPHIRE THERAPEUTICS INC. FORM OF DEBT SECURITIES WARRANT AGREEMENT
Warrant Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

DEBT SECURITIES WARRANT AGREEMENT(this “Agreement”), dated as of between GEMPHIRE THERAPEUTICS INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

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SERIES B COMMON STOCK PURCHASE WARRANT NeuroBo Pharmaceuticals, Inc.
Securities Agreement • June 25th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”), and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) the five (5) years anniversary of the Stockholder Approval Date, and (ii) the six (6) months anniversary following the date on which the Company publicly announces the occurrence of the Series B Milestone Event; provided that, if such date is not a Trading Day, the immediately following Trading Day (the earlier of such dates, the “Termination Date”), but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. T

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NEUROBO PHARMACEUTICALS, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY LLC, as Warrant Agent Warrant Agency Agreement Dated as of November 8, 2022 WARRANT AGENCY AGREEMENT
Warrant Agency Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of November 8, 2022 (“Agreement”), by and between Neurobo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the “Warrant Agent”).

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2,397,003 SHARES of Common Stock, 2,602,997 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 2,602,997 SHARES OF COMMON STOCK), 5,000,000 SERIES A Warrants (EXERCISABLE FOR 5,000,000 SHARES OF COMMON STOCK) and 5,000,000 SERIES B...
Underwriting Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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SERIES B COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.
Security Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dong-A ST Co., Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Initial Exercise Date (as defined below) and on or prior to 5:00 p.m. (New York City time) on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 5,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 25th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2024, between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.
Common Stock Purchase Warrant • October 24th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on , 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s r

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SHARES of Common Stock, _________ SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO ______ SHARES OF COMMON STOCK), _______ SERIES A Warrants (EXERCISABLE FOR ______ SHARES OF COMMON STOCK) and _______ SERIES B Warrants (EXERCISABLE FOR...
Underwriting Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

The undersigned, NeuroBo Pharmaceuticals, Inc., a corporation incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of NeuroBo Pharmaceuticals, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 25th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 23, 2024, by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 13th, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 10, 2017 by and among Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), and the several purchasers signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).

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INDEMNIFICATION AGREEMENT Effective Date: , 2019
Indemnification Agreement • December 31st, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), is made as of the Effective Date set forth above, between NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), whose address is 177 Huntington Avenue, Suite 1700, Boston, MA 02115, and (“Indemnitee”).

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PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT
Placement Agent Common Stock Agreement • April 15th, 2020 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 13, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of April 7, 2020, by and between the Company and H.C. Wainwright & Co., LLC.

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UNDERWRITING AGREEMENT
Underwriting Agreement • February 12th, 2018 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 3,142,858 shares (the “Firm Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of the Company. The Company has also granted to the several Underwriters an option to purchase up to 471,429 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”

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AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among: GEMPHIRE THERAPEUTICS INC., a Delaware corporation; GR MERGER SUB INC., a Delaware corporation; and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation Dated as of July 24, 2019
Merger Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of July 24, 2019, by and among GEMPHIRE THERAPEUTICS INC., a Delaware corporation (“Parent”), GR MERGER SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.

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Employment Agreement
Employment Agreement • March 4th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

THIS EMPLOYMENT AGREEMENT (this “Agreement”) by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Marshall H. Woodworth (the “Executive”) is entered into by the Company and the Executive and made effective as of March 1, 2024 (the “Effective Date”).

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SERIES A COMMON STOCK PURCHASE WARRANT NEUROBO PHARMACEUTICALS, INC.
Securities Agreement • November 8th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dong-A ST Co., Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after Initial Exercise Date (as defined below) and on or prior to 5:00 p.m. (New York City time) on the first anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), up to 5,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 14th, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 14, 2022, by and among NeuroBo Pharmaceuticals, Inc. (the “Company”), Dong-A ST Co., Ltd. (“Dong-A”), and The E&Healthcare Investment Fund II, The E&Healthcare Investment Fund No. 6 and The E&Healthcare Investment Fund No. 7 (together, with their general partner, E&Investment, Inc., “E&I”).

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NEUROBO PHARMACEUTICALS, INC. AND __________, AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF _____________
Warrant Agreement • May 14th, 2021 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK WARRANT AGREEMENT(this “Agreement”), dated as of [•], between NEUROBO PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

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WEWORK MEMBERSHIP AGREEMENT
Membership Agreement • March 30th, 2020 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

This Agreement, including the Terms and Conditions and Membership Details Form, will be effective when signed by both parties. In the event of any conflict between the Terms and Conditions and the Membership Details Form, the Membership Details Form shall prevail.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 13th, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 10, 2017 by and among Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), and each purchaser listed on Schedule A attached hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Contract
Stock Option Agreement • September 3rd, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware

THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

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LEAK-OUT AGREEMENT
Leak-Out Agreement • November 3rd, 2022 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations

This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holder”).

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NEUROBO PHARMACEUTICALS, INC. AND _____________, AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF ______________
Preferred Stock Warrant Agreement • April 12th, 2024 • NeuroBo Pharmaceuticals, Inc. • Pharmaceutical preparations • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between NeuroBo Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

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Gemphire Therapeutics Inc. 17199 N. Laurel Park Drive, Suite 401 Livonia, MI 48152 NeuroBo Pharmaceuticals, Inc.
Lock-Up Agreement • July 25th, 2019 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • Delaware
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GEMPHIRE THERAPEUTICS INC. EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • September 1st, 2017 • Gemphire Therapeutics Inc. • Pharmaceutical preparations • New York

As further set forth in this agreement (this “Agreement”), Gemphire Therapeutics Inc., a company organized under the laws of Delaware (the “Company”), proposes to issue and sell from time to time through Piper Jaffray & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.

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