Purchase and Sale of Securities. At the Closing, the Company will issue and sell to the Purchaser, and the Purchaser will purchase from the Company, 2,875,000 shares of Common Stock (as defined herein) of the Company (the “Shares” or “Securities”), at a purchase price of $7.29 per Share (the “Share Purchase Price”). The Purchaser’s aggregate purchase price for the Securities purchased by the Purchaser hereunder is referred to as the “Aggregate Purchase Price.” Notwithstanding the foregoing, the Company shall not issue and sell, and the Purchaser shall not purchase, any Shares in excess of the amount approved by Nasdaq or would otherwise violate the rules of Nasdaq.

Purchase and Sale of Securities. Subject to the terms and conditions hereof, at the Closing (as defined in Section 1(d) below), the Company shall issue and sell to each Purchaser, and each Purchaser, severally and not jointly, shall purchase from the Company, such number of shares of Preferred Stock as is set forth on such Purchaser’s Signature Page, for a purchase price (as to each Purchaser, the “Purchase Price”) equal to $1,000 per share of Preferred Stock.

Purchase and Sale of Securities. Subject to the terms and conditions hereof, at the Closing (as herein defined), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares at a purchase price per Share of $1.84 in cash, for an aggregate amount of ​ (the “Purchase Price”).

Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, # the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on [Exhibit A] hereto, at a purchase price of $1.38 per Share (the “Share Purchase Price”), which is the lower of: # the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement; or # the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, # for each Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its Affiliates, beneficially owning more than 19.99% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on [Exhibit A] hereto and substantially in the form of Exhibit B hereto (the “Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities purchased by such Purchaser hereunder is referred to as the “Aggregate Purchase Price.”

Purchase and Sale of Securities. At the Closing, the Company will issue and sell to each Purchaser, and each Purchaser will, severally and not jointly, purchase from the Company, # the number of shares of Common Stock (the “Shares”) set forth opposite such Purchaser’s name on [Exhibit A] hereto, at a purchase price of $1.32 per Share (the “Share Purchase Price”), which is the lower of # the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of this Agreement or # the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of this Agreement, # for each Purchaser whose purchase of Shares hereunder would otherwise result in such Purchaser, together with its Affiliates, beneficially owning more than 19.9% of the outstanding Common Stock immediately following the Closing, in lieu of Shares and only to that extent, the number of pre-funded warrants to purchase shares of Common Stock set forth opposite such Purchaser’s name on [Exhibit A] hereto and substantially in the form of Exhibit B hereto (the “Pre-Funded Warrants”), at a purchase price per Pre-Funded Warrant equal to the Share Purchase Price minus $0.01. Each Pre-Funded Warrant shall be exercisable for one (1) share of Common Stock at an exercise price equal to $0.01. The Shares and the Pre-Funded Warrants are referred to collectively as the “Securities.” Each Purchaser’s aggregate purchase price for the Securities purchased by such Purchaser hereunder is referred to as the “Aggregate Purchase Price.”

Upon the terms and subject to the conditions of this Agreement, Ingenus hereby transfers, sells, conveys, assigns and delivers to Buyer, and Buyer hereby purchases, acquires, accepts and assumes, all of Ingenus's right, title and interest within the Territory in, to and under the Purchased Assets, free and clear of all Encumbrances, other than Permitted Encumbrances, for the consideration set forth herein. Concurrently herewith, each of the Parties is executing and delivering to the other the Bill of Sale.

Purchase and Sale. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company the number of Shares and Warrants indicated opposite such Purchaser’s name on [Exhibit A] attached hereto (which, for the avoidance of doubt, reflects Warrants to purchase 0.50 Warrant Shares for every one Share purchased in the Closing) at a price per Share and accompanying Warrant equal to $0.52 (or $0.5244, for Joyce LaViscount, the Company’s Chief Financial Officer, Chief Operating Officer and Secretary, and certain entities affiliated with Dane C. Andreeff, the Company’s Interim President and Chief Executive Officer).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all liens and encumbrances, all of Seller’s right, title and interest in and to the following (collectively, the “Purchased Assets”):

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of all liens and encumbrances (other than those contemplated by this Agreement and the Escrow Agreement), all of Seller’s right, title and interest in and to the Purchased Receivables. It is understood and agreed that Purchaser shall not, by purchase of the Purchased Receivables, acquire any assets or rights of Seller under, or relating to, the License Agreement other than those specified in the immediately preceding sentence.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of Holdings, the Company and the Guarantors agrees to sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from Holdings, the Company and the Guarantors, at a purchase price of 99.0% of the principal amount thereof, plus accrued interest, if any, from June 22, 2021 to the Closing Date, the principal amount of Securities set forth opposite such Initial Purchaser’s name in [Schedule I] hereto. Neither the Company nor the Guarantors shall be obligated to deliver any of the Securities to be delivered hereunder except upon payment for all of the Securities to be purchased as provided herein.