Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of August 10, 2026, by and among OS Therapies Incorporated, a Delaware corporation (“OSTX”), OS Animal Health Inc., a Delaware corporation, and OS Therapies UK LTD, a limited company organized under the laws of the United Kingdom (collectively, the “Company”), and each of the purchasers identified on the signature pages hereto (each, a “Purchaser” and, collectively, the “Purchasers”).

Recital

A. The Company and the Purchasers are executing and delivering this Agreement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act.

B. The Purchasers desire to purchase from the Company, and the Company desires to issue and sell to the Purchasers, upon the terms and conditions set forth herein, senior secured convertible promissory notes in an aggregate subscription amount of up to Ten Million Dollars ($10,000,000), consisting of (i) an initial tranche of up to Five Million Dollars ($5,000,000) aggregate subscription amount (the “First Tranche”) and (ii) a second tranche of up to Five Million Dollars ($5,000,000) aggregate subscription amount (the “Second Tranche”), in substantially the form attached hereto as Exhibit A (each, a “Note” and collectively, the “Notes”).

Each Purchaser shall purchase a separate Note having the principal amount corresponding to the applicable subscription amount set forth opposite such Purchaser’s name on the Schedule of Purchasers attached hereto. The funding of the Second Tranche shall be entirely optional as to each Purchaser, and no Purchaser shall have any obligation whatsoever to purchase or fund any portion of the Second Tranche unless such Purchaser elects, in its sole discretion, to do so and the Company agrees to such purchase or funding.

This Agreement, the Notes, the Warrants (as defined below), the Pledge and Security Agreement (as defined below), the assignment of assets by OS Therapies UK LTD in favor of the Purchasers substantially in the form attached hereto as Exhibit B (the “Assignment of Assets”) and the other agreements and documents executed in connection herewith are referred to collectively as the “Transaction Documents.”

C. Each Note funded pursuant to the First Tranche or the Second Tranche (each, a “Tranche” and, together, the “Tranches”) shall include an original issue discount equal to seven and one-half percent (7.5%), as more particularly reflected in the applicable Note (the “OID”). For illustrative purposes only, if a Purchaser funds a Tranche with a subscription amount of $5,000,000, the applicable Note would have an original principal amount of $5,405,405 and an OID of $405,405. The OID attributable to any Tranche shall be deemed fully earned solely upon the funding of such Tranche, and no OID shall accrue or be earned with respect to any unfunded portion of the aggregate commitment.

D. Each Purchaser may subscribe for one or more Units in connection with the First Tranche (each, a “Unit”) at a purchase price of One Hundred Thousand Dollars ($100,000) per Unit, which results in the issuance of a Note having an original principal amount of $108,108.11, which includes the applicable OID. As additional consideration for the purchase of each Unit in connection with the First Tranche, the Company shall issue to the applicable Purchaser: (i) thirty thousand (30,000) shares of common stock of OSTX, par value $0.001 per share (“OSTX Common Stock”), for each Unit purchased (the “First Tranche Closing Shares”); (ii) warrants, substantially in the form attached hereto as Exhibit C (the “First Tranche Warrants”), to purchase thirty thousand (30,000) shares of OSTX Common Stock for each Unit purchased, exercisable for a period of five (5) years at an exercise price of $2.85 per share. Each Purchaser shall also receive Second Tranche Closing Shares (as defined herein), and Second Tranche Warrants (as defined herein) in connection with funding of the Second Tranche as further set forth in Section 1.4 below. For purposes of this Agreement, the term “Closing Shares” shall mean, collectively, the First Tranche Closing Shares and the Second Tranche Closing Shares (as defined herein), and the term “Warrants” shall mean, collectively, the First Tranche Warrants and the Second Tranche Warrants (as defined herein).

E. The Purchasers desire that the Notes rank pari passu in right of payment and security, with the obligations of the Company thereunder secured by the collateral described in the Pledge and Security Agreement for the ratable benefit of all Purchasers, acting through RockTov SLC LLC, as Collateral Agent, pursuant to the Transaction Documents.

F. The Company has retained Ceros Financial Services, Inc. (“Ceros” or “Placement Agent”) to act as its exclusive placement agent in connection with the offering contemplated by this Agreement pursuant to a Placement Agency Agreement between the Company and Ceros (the “Placement Agency Agreement”). Ceros shall be entitled to receive the fees, warrants and other compensation provided for in such Placement Agency Agreement in connection with the consummation of the transactions contemplated hereby.

Agreement

Now, Therefore, in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth below, the Company and each Purchaser, intending to be legally bound, hereby agree as follows:

1.1 Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Sections 5 and 6 below, one or more closings of the purchase and sale of Units comprising the First Tranche, in an aggregate subscription amount of up to Five Million Dollars ($5,000,000) (the “First Tranche”), shall take place on the date first written above or on such other date or dates as the Company and the applicable Purchasers may mutually agree (each, an “Closing” and each date on which a Closing occurs, a “Closing Date”). The first Closing shall be referred to herein as the “Initial Closing,” and the date thereof shall be referred to herein as the “Initial Closing Date.”

1.2 Closing. Each Closing shall occur at such time and place as may be agreed to by the Company and the applicable Purchasers (including by exchange of electronic signatures and delivery of documents electronically).

1.3 Delivery; Funding.

(a) Company Deliveries. At each Closing, the Company shall execute and deliver to each applicable Purchaser (i) a Note in the original principal amount corresponding to the Units purchased by such Purchaser at such Closing, (ii) the applicable Closing Shares (or Pre-Funded Warrants (as defined in Section 1.5 below) issuable in connection with such Closing, (iii) the applicable Warrants issuable in connection with such Closing, and (iv) the other Transaction Documents required to be delivered by the Company pursuant to this Agreement.

(b) Purchaser execution/funding obligations. At the Initial Closing, each applicable Purchaser shall execute and deliver this Agreement and the other Transaction Documents required to be executed by such Purchaser, including the Pledge and Security Agreement pursuant to which RockTov SLC LLC is named as Collateral Agent for the benefit of all Purchasers. At the Initial Closing and each subsequent Closing at which a Purchaser makes an additional investment pursuant to Section 1.4, such Purchaser shall deliver, by wire transfer of immediately available funds, the applicable purchase price for the Units being purchased by such Purchaser at such Closing to the segregated bank account designated by the Company for this offering (the “Subscription Account”), which account shall be maintained separate and apart from the Company’s operating accounts and other deposit accounts.

(c) Bridge Note Conversion. Notwithstanding anything to the contrary contained herein, the Company and RockTov SLC LLC acknowledge and agree that, pursuant to the terms of that certain Bridge Convertible Promissory Note, dated July 31, 2026 (the “Bridge Note”), the outstanding principal amount of the Bridge Note of $2,200,000 shall automatically convert at the Initial Closing into twenty-two (22) Units to be issued to RockTov SLC LLC pursuant to this Agreement. Upon such conversion, the outstanding principal amount of the Bridge Note of $2,200,000 shall be deemed to constitute payment in full of the applicable purchase price for such Units, and no additional wire transfer or other cash payment shall be required from RockTov SLC LLC with respect thereto. Upon such conversion, the Bridge Note shall automatically terminate and be deemed cancelled and satisfied in full.

(d) Equity Consideration. The Closing Shares (or Pre-Funded Warrants issued in lieu thereof as provided in Section 1.5 below), Second Tranche Closing Shares (as defined in Section 1.4 below) (or Pre-Funded Warrants issued in lieu thereof as provided in Section 1.5 below), Warrants and Second Tranche Warrants (as defined in Section 1.4 below) issued to a Purchaser pursuant to this Agreement shall constitute part of the consideration for such Purchaser’s investment and shall be fully earned and non-refundable upon the funding of such Purchaser’s applicable investment.

1.4 Second Tranche Funding. Any amounts funded by a Purchaser pursuant to the Second Tranche at one or more closings shall increase the outstanding principal amount of such Purchaser’s Note in accordance with the terms thereof. Each date on which a Purchaser funds, as agreed to by the Company, any portion of the Second Tranche shall be referred to herein as a “Second Tranche Closing Date.” Each Purchaser funding any portion of the Second Tranche shall be entitled to receive, in connection therewith, (i) 30,000 additional shares of OSTX Common Stock (the “Second Tranche Closing Shares”) for each $100,000 (or portion thereof) of principal amount funded by such Purchaser pursuant to the Second Tranche (or Pre-Funded Warrants issued in lieu thereof) and (ii) warrants to purchase 30,000 shares of OSTX Common Stock (the “Second Tranche Warrants”) for each $100,000 (or portion thereof) of principal amount funded by such Purchaser pursuant to the Second Tranche. The exercise price of the Second Tranche Warrants shall be equal to 190% of the closing price of the OSTX Common Stock on the applicable Second Tranche Closing Date, and the Second Tranche Warrants shall be exercisable for a period of five (5) years from the applicable Second Tranche Closing Date. Any fractional shares of Common Stock or warrants resulting from the foregoing calculation shall be rounded down to the nearest whole share of Common Stock or whole warrant.

1.5 Election to Receive Pre-Funded Warrants in Lieu of Closing Shares. Notwithstanding anything herein to the contrary, any Purchaser may elect, by written notice to OSTX prior to the applicable Closing, to receive all or any portion of the Closing Shares (including, as applicable, any Second Tranche Closing Shares) in the form of pre-funded warrants (the “Pre-Funded Warrants”) in lieu of such Closing Shares. Each Pre-Funded Warrant shall be exercisable for one (1) share of OSTX Common Stock, shall have an exercise price of $0.001 per share, shall be immediately exercisable, and shall otherwise be in substantially the form attached hereto as Exhibit E. For all purposes of this Agreement and the other Transaction Documents, any Pre-Funded Warrants issued pursuant to this Section, and the shares of Common Stock issuable upon exercise thereof, shall be deemed to constitute the applicable Closing Shares or Second Tranche Closing Shares, as applicable, except where the context otherwise requires.

Except as set forth in the corresponding section of the Disclosure Schedule delivered by the Company to the Purchasers concurrently herewith and attached hereto as Schedule I (the “Disclosure Schedule”) or as disclosed in the Disclosure Materials (as defined below), the Company hereby makes the following representations and warranties to the Purchasers as of the date hereof and as of each Closing Date:

2.1 Organization, Good Standing and Qualification. OSTX and each of its Subsidiaries (as defined below) is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Each of OSTX and its Subsidiaries has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. OSTX and each of its Subsidiaries is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not, individually or in the aggregate, have or reasonably be expected to result in (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or financial condition of OSTX and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform its obligations under any Transaction Document or the Purchasers’ ability to enforce their rights and remedies thereunder, in each case in any material respect or on a timely basis (any of (i), (ii) or (iii), a “Material Adverse Effect”).

2.2 Corporate Power. The Company has all requisite corporate power and authority to execute and deliver this Agreement, and to issue the Notes, the Closing Shares and the Warrants, and to enter into the pledge and security agreement of even date herewith (the “Pledge and Security Agreement”) attached hereto as Exhibit D, and to enter into the other Transaction Documents and to carry out and perform its obligations under the terms of the Transaction Documents.

2.3 Subsidiaries and Affiliates. Section 2.3 of the Disclosure Schedule sets forth a true and correct list of all of the Company’s Subsidiaries and Affiliates as of the date hereof. For purposes of this Agreement, the term “Subsidiary” means any corporation, limited liability company, partnership, joint venture or other entity of which OSTX directly or indirectly, owns or controls a majority of the outstanding voting power or equity interests, and the term “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise, and “Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority or any other entity. Except as set forth in Section 2.3 of the Disclosure Schedule, the Company owns, directly or indirectly, all of the outstanding equity interests of each Subsidiary free and clear of all Liens, other than restrictions imposed by applicable securities laws.

2.4 Authorization. The Company has all requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder, including, but not limited to, the issuance and delivery of the Notes, the Closing Shares and the Warrants, the issuance and delivery of shares of OSTX Common Stock issuable pursuant to the Notes and the Warrants, and the reservation of the equity securities issuable pursuant to the Notes and Warrants has been duly authorized and will be completed prior to the issuance of such securities. The execution and delivery of this Agreement by the Company and the other Transaction Documents to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby, have been duly authorized by all necessary action on the part of the Company and no further corporate, stockholder, or other organizational action is required in connection therewith, other than in connection with the Required Approvals (as defined below). This Agreement has been, and each other Transaction Document to which the Company is a party will be upon execution and delivery, duly executed and delivered by the Company and constitutes, or upon execution and delivery will constitute, the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by general equitable principles and laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. The shares of OSTX Common Stock issuable upon conversion of the Notes and exercise of the Warrants (the “Underlying Securities”), when issued in accordance with the terms of the Notes and the Warrants, as applicable, will be duly authorized, validly issued, fully paid and non-assessable, free and clear of any lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction (a “Lien”) imposed by the Company, except for restrictions set forth in the Transaction Documents. OSTX has reserved, or will reserve prior to issuance, a sufficient number of shares of OSTX Common Stock (the “Reserved Amount”) for issuance upon conversion of the Notes and exercise of the Warrants in accordance with their respective terms. For purposes of this Agreement, “Securities” means the Notes, the Closing Shares (or Pre-Funded Warrants issued in lieu thereof), the Warrants, the shares issuable upon exercise of the Pre-Funded Warrants, the Underlying Securities, the Second Tranche Closing Shares (or Pre-Funded Warrants issued in lieu thereof, if applicable), the Second Tranche Warrants and the shares issuable upon exercise thereof.

2.5 Governmental Consents. Neither the Company nor any Subsidiary is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than (a) applicable Blue Sky filings, (b) such as have already been obtained or such exemptive filings as are required to be made under applicable securities laws, (c) such other filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods (the “Required Approvals”). Subject to the accuracy of the representations and warranties of the Purchaser set forth herein, the Company has taken all action necessary to exempt: (i) the issuance and sale of the Securities, and (ii) the other transactions contemplated by the Transaction Documents from the provisions of any preemptive rights, stockholder rights plan or other “poison pill” arrangement, any anti-takeover, business combination or control share law or statute binding on the Company or to which the Company or any of its assets and properties may be subject and any provision of the Company’s Certificate of Incorporation or Bylaws, or other organizational documentation, as the case may be, that is or could reasonably be expected to become applicable to any Purchaser as a result of the transactions contemplated hereby, including without limitation, the issuance of the Securities and the ownership, disposition or voting of the Securities by any Purchaser or the exercise of any right granted to any Purchaser pursuant to this Agreement or the other Transaction Documents.

2.6 Compliance with Laws. Neither the Company nor any Subsidiary is in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, except for such violations as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

2.7 Compliance with Other Instruments. Except as set forth in Section 2.7 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is in violation or default of any term of its organizational documents, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ, except for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 2.7 of the Disclosure Schedule or disclosed in SEC Reports (as defined herein), the execution, delivery and performance by the Company of the Transaction Documents, and the consummation of the transactions contemplated thereby, do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s organizational documents, (ii) result in a violation of any applicable law, rule, regulation, judgment, order or decree applicable to the Company or any Subsidiary, or (iii) result in a default under any material agreement, indenture, mortgage, credit agreement, security agreement or other instrument to which the Company or any Subsidiary is a party or by which any of their respective assets or properties are bound, except, in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The issuance and sale of the Notes, the Closing Shares and the Warrants and the subsequent issuance of the Underlying Securities are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with.

2.8 Offering. Assuming the accuracy of the representations and warranties of each Purchaser contained in Section 3 hereof, the offer, issuance, and sale of Securities are and will be exempt from the registration and prospectus delivery requirements of the Securities Act, and are exempt from registration or qualification under applicable state securities laws, except for such filings and notices as may be required pursuant to applicable state securities laws. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any person listed in the first paragraph of Rule 506(d)(1) of the Securities Act, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.

2.9 Capitalization. The capitalization of the Company as of the date hereof is as set forth in Section 2.9 of the Disclosure Schedule. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and have been issued in compliance with all applicable securities laws. Except for the Closing Shares (or Pre-Funded Warrants issued in lieu thereof), the Warrants, the Underlying Securities and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, or as otherwise listed in Section 2.9 of the Disclosure Schedule, there are no outstanding options, warrants, subscription rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, any shares of common stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of common stock, or securities or rights convertible or exchangeable into shares of common stock. Except as set forth in Section 2.9 of the Disclosure Schedule, there are no price-based anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders), and the issuance and sale of the Securities will not obligate the Company to issue shares of common stock or other securities to any person (other than the Purchasers) and will not result in a right of any holder of the Company’s securities to adjust the exercise, conversion, exchange or reset price under such securities. Except as set forth in Section 2.9 of the Disclosure Schedule or disclosed in SEC Reports, neither the Company nor any Subsidiary is party to any outstanding agreement providing for issuance of equity or convertible securities at prices that vary with market price or are subject to reset/repricing (including equity lines or similar arrangements). Except as set forth in Section 2.9 of the Disclosure Schedule, the Company owns, directly or indirectly, all of the equity interests of each Subsidiary free and clear of any Liens, and all the issued and outstanding equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.

2.10 Regulatory Reports; Financial Statements. Except as set forth in Section 2.10 of the Disclosure Schedule, the Company has filed all reports and registration statements required to be filed by it under the Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the one (1) year preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the exhibits thereto, being collectively referred to herein as the “SEC Reports” and, together with the Disclosure Schedule to this Agreement, the “Disclosure Materials”). As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company and its consolidated Subsidiaries included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

2.11 Material Changes. Since the date of the latest financial statements included within the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that, individually or in the aggregate, has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or required to be disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting in any material respect or the identity of its auditors, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock-based plans or agreements.

2.12 Litigation. Except as set forth in Section 2.12 of the Disclosure Schedule, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary, or any director or officer of the Company, or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which: (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty, which would result in a Material Adverse Effect. Except as set forth in Section 2.12 of the Disclosure Schedule, there has not been, and to the knowledge of the Company, there is not pending or threatened, any investigation by any governmental authority or any civil or criminal litigation involving the Company or any current or former director or officer of the Company or its Subsidiaries

2.13 Labor Relations. Neither the Company nor any Subsidiary is a party to or bound by any collective bargaining agreements or other agreements with labor organizations. Neither Company nor any Subsidiary has violated in any material respect any laws, regulations, orders or contract terms, affecting the collective bargaining rights of employees, labor organizations or any laws, regulations or orders affecting employment discrimination, equal opportunity employment, or employees’ health, safety, welfare, wages and hours. No material labor dispute exists or, to the knowledge of the Company, is threatened with respect to any employees of the Company or any Subsidiary that could reasonably be expected to result in a Material Adverse Effect.

2.14 Regulatory Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

2.15 Title to Assets. Except as set forth in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of Company and the Subsidiaries and good and valid title in all personal property owned by them that is material to the business of Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Company and the Subsidiaries, (ii) Permitted Liens (as defined in the Pledge and Security Agreement), (iii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and the payment of which is neither delinquent nor subject to penalties and (iv) such as would not, individually or in the aggregate, result in a Material Adverse Effect. Any real property and facilities currently held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.

2.16 Taxes. Except as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries have timely filed (or caused to be timely filed) all material tax returns required to be filed by them; all such filed tax returns are accurate in all material respects; the Company and its Subsidiaries have paid all material taxes due and payable (whether or not shown on filed tax returns), except for taxes being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; there are no pending assessments, asserted deficiencies or claims for additional taxes that have not been paid in any material amount; there are no Liens for taxes on any material property or assets of the Company or any of its Subsidiaries, except for Liens relating to taxes not yet due and payable or being contested in good faith by appropriate proceedings; no material claim has been made by any taxing authority in a jurisdiction where the Company or any of its Subsidiaries does not file tax returns that it is or may be subject to taxation by that jurisdiction; and there are no outstanding agreements or waivers extending the statutory period of limitation for the assessment or collection of any material tax.

2.17 Patents and Trademarks. Except as set forth in the SEC Reports, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights that are necessary or material for use in connection with their respective businesses, except where the failure to so would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect (collectively, the “Intellectual Property Rights”). To the extent the Company or any Subsidiary owns any Intellectual Property Rights, such Intellectual Property Rights are owned free and clear of all Liens other than Permitted Liens. To the Company’s knowledge, the use of the Intellectual Property Rights by Company or any Subsidiary does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party in any material way. Neither the Company nor any Subsidiary has received a written notice that the Intellectual Property Rights used by Company or any Subsidiary violates or infringes upon the rights of any Person, and there is no pending or, to the Company’s knowledge, threatened claim, action, or proceeding challenging the ownership, validity, or enforceability of any material Intellectual Property Rights owned by the Company or any of its Subsidiaries. The Company and its Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property Rights from their employees and contractors (including, but not limited to, assignments of such Intellectual Property Rights from such employees and contractors) and to protect the confidentiality of all of their confidential information and trade secrets and that of third parties in their possession to the extent contractually required to do so.

2.18 Environmental Matters. Neither the Company nor any Subsidiary is in violation of any statute, rule, regulation, decision or order of any governmental body relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or is subject to any pending or, to the Company’s knowledge, threatened claim, action, suit, proceeding or investigation arising under Environmental Laws, except, in each case, as would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

2.19 Insurance. The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not result in a Material Adverse Effect.

2.20 Transactions with Affiliates and Employees. Except as disclosed in the Company’s financial statements or the Disclosure Materials, (i) none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, other than (a) for payment of salary or consulting fees for services rendered, (b) reimbursement for expenses incurred on behalf of the Company and (c) for other employee benefits, including stock option agreements under any stock option plan of the Company; (ii) there are no agreements or arrangements with officers, directors, Affiliates, or other related parties (including loans, guarantees, repayment or priority rights); and (iii) there are no side letters or other agreements modifying or supplementing the economic terms, priority, conversion mechanics, or repayment provisions of any outstanding debt or equity.

2.21 Brokers and Finders. Except as otherwise itemized in Section 2.21 of the Disclosure Schedule and for the fees, warrants and other compensation payable to Ceros pursuant to the Placement Agency Agreement in connection with the transactions contemplated hereby, no broker, finder or other person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon Company, any Subsidiary or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.

2.22 Questionable Payments. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any agent or other person acting on behalf of Company or any Subsidiary, has on behalf of Company or any Subsidiary or in connection with their respective businesses: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of Company or any Subsidiary; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

2.23 Solvency. Neither Company nor any of its Subsidiaries has (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer of settlement, extension or composition to its creditors generally. The Company is solvent and, immediately after giving effect to the transactions contemplated by the Transaction Documents, will be able to pay its debts as they become due and will have sufficient capital to carry on its business as presently conducted.

2.24 Foreign Corrupt Practices Act; Anti-Money Laundering; Sanctions. Neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any agent or other person acting on behalf of the Company or any of its Subsidiaries, has, directly or indirectly: (a) used any funds, or will not knowingly use any proceeds from the sale of the Securities, for any unlawful contributions, gifts, entertainment or other unlawful expenses relating to foreign or domestic political activity; (b) made any unlawful payment to any foreign or domestic government official or employee or to any foreign or domestic political party or campaign from corporate funds; (c) failed to disclose fully any contribution made by the Company or any of its Subsidiaries (or made by any person acting on their behalf of which the Company is aware) or by any member of their respective management that is required to be disclosed under applicable law; or (d) violated in any material respect the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder. The Company and its Subsidiaries are in compliance in all material respects with all applicable anti-money laundering laws, including the USA PATRIOT Act, and all applicable economic sanctions laws administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or any other applicable sanctions authority. Neither the Company nor any of its Subsidiaries is a person or entity that is, or is owned or controlled by one or more persons or entities that are, the subject of any sanctions administered or enforced by OFAC, the U.S. Department of State or any other applicable sanctions authority (collectively, “Sanctioned Persons”). To the knowledge of the Company, no director or executive officer of the Company or any of its Subsidiaries is a Sanctioned Person. Neither the Company nor any of its Subsidiaries knowingly engages in any business or dealings prohibited by applicable sanctions laws with or in any country or territory that is the subject of comprehensive sanctions administered or enforced by OFAC or any other applicable sanctions authority (including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine).

2.25 Disclosures. Neither the Company nor any person acting on its behalf has provided any Purchaser or any Purchaser’s agents or counsel with any information that constitutes or might constitute material, non-public information, except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents. The written materials delivered to the Purchasers in connection with the transactions contemplated by the Transaction Documents do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

2.26 Transfer Agent. The Company represents and warrants that its transfer agent is a participant in The Depository Trust Company’s Fast Automated Securities Transfer (“FAST”) program. The Company covenants that, for so long as any Note remains outstanding or any Purchaser owns any Securities, (i) it shall maintain a transfer agent that is a participant in the FAST program, (ii) it shall not replace its transfer agent with a transfer agent that is not a FAST participant, and (iii) it shall not replace its transfer agent without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld, conditioned or delayed.

2.27 Shell Company Status. Set forth in Section 2.27 of the Disclosure Schedule is the Company’s representation as to its “Shell Company” status under Rule 144.

2.28 Notice of Material Changes. The Company agrees and acknowledges that so long as any obligations of the Company under any of the Transaction Documents shall exist, it shall be obligated to provide Notice to the Purchasers in the event of a material change to any representation or disclosure in any of the Transaction Documents, including but not limited to, the disclosures on the Disclosure Schedule, and failure to provide such notice shall be a breach of this Agreement and an Event of Default under Section 4.3 of the Note.

Each Purchaser, severally and not jointly, hereby represents and warrants to the Company, as of the date hereof and as of each applicable Closing Date, solely with respect to itself and not with respect to any other Purchaser, that:

3.1 Purchase for Own Account. Such Purchaser is acquiring the Securities as principal for its own account, for investment purposes only, and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to an effective registration statement or otherwise in compliance with applicable federal and state securities laws).

3.2 Information and Sophistication. Without limiting any Purchaser’s right to rely on the representations and warranties of the Company expressly set forth in this Agreement, such Purchaser hereby represents and warrants that: (a) it has received all the information it has requested from the Company and it considers necessary or appropriate to make an informed investment decision with respect to the Securities; (b) it has had an opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the transactions contemplated by the Transaction Documents and to obtain such additional information as it has requested; and (c) it has such knowledge and experience in financial, investment and business matters that it is capable of evaluating the merits and risks of an investment in the Securities and of protecting its own interests in connection with such investment.

3.3 Ability to Bear Economic Risk. Such Purchaser understands and acknowledges that its purchase of the Securities is a speculative investment that involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to bear the economic risk of an investment in the Securities for an indefinite period of time and to withstand a complete loss of its investment.

3.4 Accredited Investor Status. At the time such Purchaser was offered the Securities, such Purchaser was, and as of the date hereof such Purchaser is, and on each date on which it exercises the Warrant or converts the Note, it will be either (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act, or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

3.5 Existence; Authorization. Such Purchaser is either (i) an individual with full legal capacity and authority to enter into and perform its obligations under the Transaction Documents, or (ii) a corporation, limited liability company, partnership, trust or other entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, with requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary action on the part of such Purchaser. Each Transaction Document to which such Purchaser is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

3.6 No Conflicts. The execution, delivery and performance by such Purchaser of this Agreement, the other Transaction Documents to which it is a party, and the consummation by such Purchaser of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Purchaser, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Purchaser is a party, or (iii) result in a violation by such Purchaser of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Purchaser, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Purchaser to perform its obligations under the Transaction Documents to which it is a party.

3.7 No Regulatory Approval. Such Purchaser understands that no federal or state governmental authority has passed upon or endorsed the merits of this offering or the Securities issued pursuant to this Agreement, or made any finding or determination as to the fairness or suitability of an investment in the Securities. Such Purchaser further understands that the Securities have not been registered under the Securities Act or any applicable state securities laws and are being issued in reliance upon exemptions from the registration requirements thereof. Such Purchaser understands that the Securities may not be offered, sold, assigned, pledged or otherwise transferred unless they are registered under the Securities Act and applicable state securities laws or an exemption from such registration requirements is available, and any such transfer is made in compliance with the Securities Act, applicable state securities laws and the provisions of the Transaction Documents.

3.8 Purchaser Received Independent Advice. Such Purchaser acknowledges that it has been advised to consult with independent legal counsel regarding legal matters concerning the Company and to consult with independent tax advisors regarding the U.S. federal, state and local tax consequences of an investment in the Securities, and has either done so or knowingly and voluntarily chosen not to do so. Such Purchaser understands that any tax consequences of an investment in the Securities may be uncertain and may be adversely affected by changes in applicable law or regulations, and that no representation or warranty has been made by the Company regarding the availability or treatment of any tax benefits or consequences associated with the purchase, holding or disposition of the Securities.

3.9 Legends. Such Purchaser understands that until such time as the Securities have been registered under the Securities Act or may be sold pursuant to Rule 144, Rule 144A under the Securities Act or Regulation S without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of the certificates for such Securities):

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE OR EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE PURCHASER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

4.1 Indemnification. Subject to the provisions of this Section 4.1, the Company will indemnify and hold each Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is solely based upon a material breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which is finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents or the fraud, gross negligence or willful misconduct of such Purchaser Party as determined by a final, non-appealable judgment of a court of competent jurisdiction. The indemnification required by this Section 4.1 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred; provided, however, that if it is subsequently determined by a final, non-appealable judgment of a court of competent jurisdiction that a Purchaser Party was not entitled to receive such periodic payments, such Purchaser Party shall, within five (5) Business Days of such judgment, return such payments to the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.2 [Reserved].

4.3 Use of Proceeds. The Company agrees to use the proceeds of the transaction contemplated hereby solely as described in the Note.

4.4 Form D; Blue Sky Laws. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.

4.5 Acknowledgments Regarding Purchaser Status; No Reliance; Limitation on Claims.

(a) No Reliance. The Company acknowledges and agrees that it has conducted its own independent investigation of the Purchaser and the transactions contemplated by the Transaction Documents, and has not relied, and is not relying, on any representation, statement, agreement, understanding, or omission by the Purchaser or any of its affiliates concerning whether the Purchaser is or is not, was or was not, or may or may not be (i) a member of a “group” (as defined in Section 13(d)(3) of the Exchange Act and Rule 13d-5 thereunder), (ii) an “affiliate” of the Company or of any other holder of the Company’s securities, or (iii) a “broker” or “dealer” (as defined in Section 3(a) of the Exchange Act) (collectively, “Purchaser Status Matters”), except to the extent expressly set forth in the Transaction Documents. No Purchaser Status Matter was a condition to, or an inducement of, the Company’s execution, delivery, or performance of the Transaction Documents.

(b) No Act Constitutes Evidence. The Company acknowledges and agrees that no act, communication, coordination, transaction, or relationship of the Purchaser or its affiliates, whether occurring prior to, concurrently with, or in connection with the Transaction Documents, shall be asserted by the Company as evidence of, or as a basis for, any claim, allegation, defense, or contention that is based upon, arises out of, or relates to any Purchaser Status Matter, and the Company is and shall be prohibited from so asserting.

(c) Absolute Bar on Contract and Tort Claims. The Company irrevocably and unconditionally waives, and covenants that it shall never assert, allege, or raise, whether as a claim, counterclaim, defense, setoff, or otherwise in any proceeding, any claim sounding in contract, fraud, misrepresentation, breach of the implied covenant, or any other common law or equitable theory that is based upon, arises out of, or relates to any Purchaser Status Matter. This waiver and covenant are absolute, is not conditioned on any event, and shall survive the termination, satisfaction, or rescission of the Transaction Documents.

(d) Conditional Bar on Securities-Law Claims. With respect to any claim or defense that the Transaction Documents are void, voidable, rescindable, or unenforceable, in whole or in part, by reason of an alleged violation of the Exchange Act or any other federal or state securities law arising from any Purchaser Status Matter (including any alleged failure to file under Section 13(d), any alleged sale in violation of affiliate resale restrictions, or any alleged unregistered broker-dealer activity under Section 15(a)), the Company shall not assert, allege, or raise any such claim or defense in any proceeding unless and until a court of competent jurisdiction has first entered a ruling that such a violation in fact occurred. Nothing in this Section shall be deemed a waiver of the Purchaser’s obligation to comply with the Exchange Act or other applicable securities laws; this subsection (d) operates solely to limit the time and manner in which the Company may assert a securities-law-based claim or defense, and not to excuse any actual violation.

(e) Event of Default. Any assertion by the Company in breach of subsection (b) or (c), and any assertion under subsection (d) before the required court ruling, shall constitute an immediate Event of Default under each Note and the other Transaction Documents.

(f) Benefit; Assignment. The acknowledgments, agreements, waivers, and covenants set forth in this Section are made for the benefit of, and may be enforced by, each Purchaser and each of its successors, transferees, and assigns, including any assignee of the Note, and shall survive any assignment of the Note or any of the Transaction Documents.

4.6 Placement Agent Compensation.

(a) Each Purchaser acknowledges that the Company has retained Ceros as its exclusive placement agent in connection with the offering contemplated by this Agreement pursuant to a Placement Agency Agreement. Each Purchaser further acknowledges and agrees that, pursuant to the Placement Agency Agreement, Ceros shall be entitled to receive the following compensation from the Company in connection with each First Tranche Closing and each Second Tranche Closing Date, as applicable: (a) a cash placement fee equal to five percent (5.0%) of the aggregate gross proceeds received by the Company at such Closing or Second Tranche Closing Date, as applicable, payable from the proceeds thereof; (b) placement agent warrants to purchase a number of shares of Common Stock equal to five percent (5.0%) of the aggregate number of Warrant Shares issuable pursuant to the First Tranche Warrants or the Second Tranche Warrants, as applicable, issued in connection with such Closing or Second Tranche Closing Date, with an exercise price equal to one hundred ten percent (110%) of the exercise price of the applicable First Tranche Warrants or Second Tranche Warrants issued to the Purchasers in connection therewith, and otherwise on substantially the same terms as such First Tranche Warrants or Second Tranche Warrants, as applicable; and (c) a non-accountable expense fee in the amount of Sixty Thousand Dollars ($60,000), which amount shall be paid from the gross proceeds of the Initial Closing and paid directly to Ceros at such Closing and a reimbursement of Ceros’ reasonable out-of-pocket expenses incurred in connection with any subsequent Tranche Closing, including the Second Tranche Closing, not to exceed $25,000 in the aggregate, which expenses shall be payable at the applicable Tranche Closing. Each Purchaser acknowledges that the foregoing compensation has been disclosed to such Purchaser, has had the opportunity to take such compensation into account in determining whether to purchase the Securities, and consents to the payment and issuance of such compensation by the Company in accordance with this Agreement and the Placement Agency Agreement.

(b) Each of the Company and each Purchaser acknowledges and understands that (i) the Placement Agent is acting solely as the Company’s agent in connection with transactions contemplated by this Agreement and is not acting as an underwriter, initial purchaser, dealer or in any other capacity and is not and shall not be construed as a fiduciary for either the Company, any Purchaser or any other person or entity in connection with the transactions contemplated by this Agreement, (ii) the Placement Agent has not made and will not make any representation or warranty, whether express or implied, of any kind or character and has not provided any advice or recommendation in connection with the transactions contemplated by this Agreement, (iii) the Placement Agent shall have no responsibility with respect to (A) any representations, warranties or agreements made by any person under or in connection with the transactions contemplated by this Agreement or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) or any thereof, or (B) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Company or the transactions contemplated by this Agreement, and (iv) the Placement Agent shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by an Purchaser, the Company or any other person or entity), whether in contract, tort or otherwise, to such Purchaser, or to any person claiming through such Purchaser, in respect of the transactions contemplated by this Agreement.

4.7 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Purchaser in order to enforce any right or remedy under the Note. Notwithstanding any provision to the contrary contained in the Note, it is expressly agreed and provided that the total liability of the Company under the Note for payments which under Delaware law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under Delaware law in the nature of interest that the Company may be obligated to pay under the Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by Delaware law and applicable to the Note is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to the Note from the effective date thereof forward, unless such application is precluded by applicable law.  If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Purchaser with respect to indebtedness evidenced by the Note, such excess shall be applied by the Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Purchaser’s election.

4.8 Legal Counsel Opinions. Upon the request of the Purchaser from time to time, Company shall be responsible (at its cost) for promptly supplying to Company’s transfer agent and the Purchaser a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that (i) the resale of the Securities by the Purchaser or its affiliates, successors and assigns is exempt from the registration requirements of the Securities Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Securities are not then registered under the Securities Act for resale pursuant to an effective registration statement), or (ii) the Securities have been registered under the Securities Act pursuant to an effective registration statement and may be freely resold by the Purchaser or its affiliates, successors and assigns. Should the Company’s legal counsel decline or fail for any reason to issue the Legal Counsel Opinion within five (5) Business Days after request, the Purchaser may (at Company’s cost) secure another legal counsel to issue the Legal Counsel Opinion, and Company will instruct its transfer agent to accept such opinion. In the event the Purchaser obtains a Legal Counsel Opinion from its own counsel, the Company shall not object to, or interfere with the issuance of, and shall instruct its transfer agent to accept, such Legal Counsel Opinion, and the Company shall not impede the removal by its stock transfer agent of the restrictive legend from any certificate upon receipt by the transfer agent of a Rule 144 opinion letter. The provisions of this Section apply to all of the Securities, including the shares of OSTX Common Stock issuable upon conversion of the Note and upon exercise of the Warrant.

4.9 Listing. OSTX will, for so long as the Purchaser owns any of the Securities or any obligations of the Company under any of the Transaction Documents remain outstanding, use its commercially reasonable best efforts to maintain the listing and trading of the OSTX Common Stock on the NYSE American or another National Exchange (as defined below), and will comply in all material respects with the Company’s reporting, filing, and other obligations under the rules of the NYSE American (or such other National Exchange) and the Commission, and will timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company pursuant to the Exchange Act. For purposes of this Agreement, “National Exchange” means any of the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, the New York Stock Exchange, or the NYSE American. Any delisting, suspension, or removal of the shares of OSTX Common Stock from a National Exchange, or any failure of OSTX to maintain the eligibility of its Common Stock for listing on a National Exchange, shall constitute an Event of Default under the Note. During such period, OSTX shall notify the Purchaser immediately, and in any event no later than one (1) business day after receipt, of any notice, communication, inquiry, or other indication received by OSTX from the Commission, the NYSE American, or any other National Exchange or self-regulatory organization regarding (i) any actual, pending, or threatened delisting, suspension, trading halt, or removal of the shares of OSTX Common Stock, or (ii) any actual or alleged failure by the Company to satisfy any listing, maintenance, continued-eligibility, or other requirement or standard of such exchange or the Commission, and shall promptly provide the Purchaser with copies of all such notices and communications.

4.10 Information and Observer Rights. The Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Company pursuant to the Exchange Act. If Company is not required to file reports pursuant to such laws, it will prepare and furnish to the Purchaser and simultaneously make publicly available in accordance with Rule 144(c) such information as is required for the Purchaser to sell the Securities under Rule 144. Company further covenants that it will take such further action as any holder of Securities may reasonably request, all to the extent required from time to time to enable the Purchaser to sell the Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144. If the Company fails to remain a fully reporting company subject to the reporting requirements of the Exchange Act, or the Company fails to remain current in its reporting obligations or to provide currently publicly available information in accordance with Rule 144(c) and such failure extends for a period of more than fifteen Trading Days (the date which such fifteen Trading Day-period is exceeded, being referred to as “Event Date”), then in addition to any other rights the Purchaser may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the information failure is cured, Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to one percent (1%) of aggregate purchase price paid by such Purchaser for the Securities then held by such Purchaser as of the Event Date. The partial liquidated damages pursuant to this Section shall accrue on a daily pro -rata basis for any portion of a month prior to the cure of an information failure (except with respect to the first Event Date).

4.11 Confidentiality. Each Purchaser agrees that, except as otherwise required by applicable law, applicable securities laws or stock exchange rules, it will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Company) the terms and conditions of this Agreement or any confidential information obtained from the Company or from any agent, representative, broker, advisor or other person acting on behalf of the Company pursuant to the terms of this Agreement (including notice of Company’s intention to file a registration statement), unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section by the Purchaser), (b) is or has been independently developed or conceived by the Purchaser without use of the Company’s confidential information, or (c) is or has been made known or disclosed to the Purchaser by a third party not acting on behalf of the Company without a breach of any obligation of confidentiality such third party may have to the Company; provided, however, that the Purchaser may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Company; (ii) to any prospective purchaser of any Securities from the Purchaser, if such prospective purchaser agrees to be bound by the provisions of this Section; (iii) to any existing or prospective affiliate, partner, member, stockholder, or wholly owned subsidiary of the Purchaser in the ordinary course of business, provided that the Purchaser informs such person that such information is confidential and directs such person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Purchaser notifies the Company within three (3) business days of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure. The Company shall use commercially reasonable efforts to avoid providing the Purchaser with material non-public information, whether directly or indirectly through any agent, representative, broker, advisor or other person acting on behalf of the Company. In the event the Purchaser believes it has received material non-public information from the Company that would restrict the Purchaser’s ability to sell or otherwise transfer the Securities, the Purchaser may notify the Company in writing of such information (the “MNPI Notice”). Upon receipt of an MNPI Notice, the Company shall, within three (3) business days, either (x) publicly disclose such information in a manner that would cause such information to no longer constitute material non-public information, or (y) provide written notice to the Purchaser that the Company disputes that such information constitutes material non-public information and authorize the Purchaser to trade in the Securities notwithstanding possession of such information. If the Company fails to take either action within such three (3) business day period, the Purchaser shall have the right (but not the obligation) to publicly disclose such information, and the Company shall not assert any claim against the Purchaser arising from such disclosure.

4.12 Right of Participation. During the period beginning on the Issue Date of the Note and ending on the earlier of (i) eighteen (18) months following the funding date of the most recent Tranche by such Purchaser or (ii) the date that all obligations under the Note have been paid and performed in full, if the Company or any Subsidiary proposes to offer or sell any of its securities, whether in the form of debt, Equity Financing (as defined below), or any other financing transaction (each, a “Future Offering”), each Purchaser shall have the right, but not the obligation, to participate in the purchase of the securities being offered in such Future Offering in an amount up to the aggregate original principal amount of the Notes purchased by such Purchaser pursuant to this Agreement, on terms and conditions no less favorable than those offered to any other participant in such Future Offering ( the “Participation Right”). For purposes of this Agreement, “Equity Financing” means the sale by the Company or any Subsidiary of shares of its common stock or other equity securities, or securities convertible into, exercisable for or exchangeable into equity securities, whether with or without additional consideration. In connection with each Future Offering, the Company shall provide written notice to each Purchaser describing the material terms and conditions of such Future Offering at least ten (10) business days prior to the anticipated initial closing thereof (the “FF Notice”). If a Purchaser elects to exercise its Participation Right, such Purchaser shall deliver written notice of such election to the Company at least five (5) business days prior to the anticipated closing date specified in the FF Notice (the “Participation Notice”). If a Purchaser does not timely deliver a Participation Notice, then, solely with respect to the Future Offering described in the applicable FF Notice, such Purchaser’s Participation Right shall lapse and be of no further force or effect; provided, however, that such Participation Right shall automatically be reinstated if the anticipated initial closing described in the FF Notice does not occur within thirty (30) business days after the anticipated initial closing date specified therein. Notwithstanding the foregoing, the Participation Right shall not apply to any issuance or sale of securities pursuant to an “at-the-market” offering program or similar continuous offering arrangement effected pursuant to an effective registration statement.

4.13 Subsequent Equity Sales. During the period while any Notes remain outstanding, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by OSTX or any other member of the Company of Common Stock or Common Stock Equivalents (or any combination thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means any transaction pursuant to which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable for or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon or varies with the trading price or quotations of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, or (ii) enters into any agreement providing for an equity line of credit, committed equity facility or similar continuous offering program under which the purchase price for Common Stock or Common Stock Equivalents is determined, in whole or in part, at a future date or by reference to future market prices, regardless of whether any securities are ultimately issued thereunder or such agreement is subsequently terminated. Notwithstanding the foregoing, the restrictions set forth in this Section 4.13 shall not apply to (i) the entry into, establishment or maintenance of, or (ii) any issuance or sale of Common Stock pursuant to, an “at-the-market” offering program or similar continuous offering arrangement effected pursuant to an effective registration statement. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages. For purposes of this Section 4.13, “Common Stock” means the common stock of any member of the Company, including, without limitation, OSTX Common Stock and “Common Stock Equivalents” mean any securities issued by the Company that entitle, or may in the future entitle, the holder thereof to acquire Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

4.14 Terms of Future Financings. For so long as any amount under any Note remains outstanding, upon any issuance of (or announcement of intent to effect an issuance of) any security, or amendment to (or announcement of intent to effect an amendment to) any security that was originally issued before the Issue Date, by the Company or any Subsidiary, containing any term that an applicable Purchaser reasonably determines is more favorable to the purchaser of such security than the corresponding terms applicable to such Purchaser under the Transaction Documents, or containing any right, benefit, protection or other term that such Purchaser reasonably determines is not afforded to such Purchaser under the Transaction Documents, then (i) the Company shall notify each Purchaser of such additional or more favorable term within three (3) Business Days following such issuance and/or amendment (as applicable), and (ii) upon the election of any Purchaser, such additional or more favorable term shall automatically be deemed incorporated into and made a part of the Transaction Documents applicable to such Purchaser (regardless of whether the Company complied with the notification provisions of this Section). The types of terms contained in another security that may be more favorable include, without limitation, terms relating to conversion price, conversion price discounts and adjustments, prepayment rates, conversion lookback periods, interest rates, original issue discounts, stock sale price, private placement price per share, commitment shares, warrant coverage, warrant exercise price, redemption rights, voting rights, information rights, consent rights, board or observer rights, registration rights, covenants, events of default, remedies, or any other economic or non-economic rights or protections. If an applicable Purchaser elects to have any such term become part of its Transaction Documents, the Company shall, within three (3) Business Days after receipt of written notice of such election from such Purchaser (the “Adjustment Deadline”), execute and deliver to such Purchaser an acknowledgment or amendment reflecting such modification in form and substance reasonably satisfactory to such Purchaser (the “Acknowledgment”); provided, however, that the Company’s failure to execute or deliver such Acknowledgment shall not impair or delay the automatic effectiveness of such amendment pursuant to this Section. Notwithstanding the foregoing, this Section 4.14 shall not apply to (i) any issuance or sale of securities pursuant to an “at-the-market” offering program or similar continuous offering arrangement effected pursuant to an effective registration statement, or (ii) any registered public offering of the Company’s securities that is reasonably expected to result in gross proceeds to the Company of at least $5,000,000.

4.15 Disclosure of Future Financings. For so long as any amount under the Note remains outstanding, Company shall deliver to Purchaser, within three (3) business days of execution or receipt (as applicable), copies of all term sheets, letters of intent, drafts, definitive agreements, amendments, side letters, fee letters, and non-privileged communications related to any proposed or completed financing by the Company or any Subsidiary, involving the issuance, sale, or incurrence of any debt securities, equity securities, convertible securities, or other financing instruments, or any amendment or modification to any existing financing arrangement. This disclosure obligation applies to all financing transactions regardless of whether they constitute a Variable Rate Transaction or Convertible Note under the section of this Agreement entitled “Terms of Future Financings.”

4.16 Rollover Rights. For so long as any amount under the Note remains outstanding, if the Company completes any single public offering or private placement of its equity, equity-linked or debt securities (each, a “Future Transaction”), the Purchaser may, in its sole discretion, elect to apply as purchase consideration for such Future Transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, including any amounts that would be added to the principal outstanding in the event that any redemption right or prepayment right is exercised by either the Purchaser or the Company, and (ii) any securities of the Company then held by the Purchaser, at their fair value, on the same terms and conditions offered to other investors therein (the “Rollover Rights”). The Company shall give written notice to Purchaser as soon as practicable, but in no event less than fifteen (15) days before the anticipated closing date of such Future Transaction. The Purchaser may exercise its Rollover Rights by providing the Company written notice of such exercise within five (5) Business Days before the closing of the Future Transaction. In the event Purchaser exercises its Rollover Rights, then such elected portion with respect to (i) and (ii) above, shall automatically convert into the corresponding securities issued in such Future Transaction under the terms of such Future Transaction, such that the Purchaser will receive all securities (including, without limitation, any warrants) issuable under the Future Transaction. Notwithstanding the foregoing, a Future Transaction shall not include (i) any issuance or sale of securities pursuant to an “at-the-market” offering program or similar continuous offering arrangement effected pursuant to an effective registration statement, or (ii) any registered public offering of the Company’s securities that is reasonably expected to result in gross proceeds to the Company of at least $5,000,000.

4.17 Registration Rights. The Company shall provide the Purchaser with the registration rights set forth in this Section.

(a) Mandatory Registration Rights. Within thirty (30) days following the Initial Closing Date, OSTX shall prepare and file with the Commission a registration statement covering the resale by each Purchaser of all shares of OSTX Common Stock then issued or issuable to such Purchaser under the Transaction Documents, including (i) the shares of OSTX Common Stock issuable upon conversion of the Notes issued at the Initial Closing, (ii) the shares of OSTX Common Stock issuable upon exercise of the Warrants issued at the Initial Closing, (iii) the Closing Shares issued at the Initial Closing, and (iv) any shares of OSTX Common Stock issuable upon exercise of the Pre-Funded Warrants issued at the Initial Closing (collectively, the “Registrable Securities”). The Company shall use commercially reasonable efforts to cause such registration statement to be declared effective by the Commission no later than one hundred twenty (120) days following the Initial Closing Date and shall keep such registration statement continuously effective until the earlier of (i) the date on which all Registrable Securities have been sold, and (ii) the date on which all Registrable Securities may be sold without restriction or volume limitations pursuant to Rule 144. Within thirty (30) days following each subsequent Closing, including any Second Tranche Closing, the Company shall prepare and file such amendments, supplements or post-effective amendments to the registration statement as may be necessary to include all additional Registrable Securities issued or issuable in connection with such subsequent Closing, including, without limitation, any shares issuable upon conversion of Notes issued in such Closing, any Closing Shares issued in such Closing and any shares issuable upon exercise of Warrants or Pre-Funded Warrants issued in such Closing, and shall use commercially reasonable efforts to cause such amendments or supplements to become effective as promptly as practicable. The Company shall not be required to file a separate registration statement with respect to any subsequent Closing if such additional Registrable Securities may be included in the then-effective registration statement by means of a post-effective amendment or supplement thereto. The failure of the Company to file the initial registration statement on or before the date that is thirty (30) days following the Initial Closing Date, or to cause such registration statement to be declared effective on or before the date that is one hundred twenty (120) days following the Initial Closing Date, or thereafter to timely file any amendment or supplement required to include Registrable Securities issued or issuable in connection with any subsequent Closing, shall constitute an immediate Event of Default under the Notes and this Agreement.

(b) Piggyback Registration Rights. If OSTX or any Subsidiary proposes to register any of its shares of its Common Stock (other than pursuant to a registration statement on Form S-4 or Form S-8 (or any successor forms), any registration of its shares pursuant to an “at-the-market” offering program or similar continuous offering arrangement, or the registration of its shares pursuant to the Leonite Settlement Agreement (as defined in the Placement Agency Agreement)) or proposes to file any offering statement with the Commission (including, without limitation, any offering statement on Form 1-A under Regulation A), the Company shall promptly provide written notice to each Purchaser of its intention to effect such registration or offering (an “Incidental Registration”). Within twenty (20) Business Days after receipt of such notice, each Purchaser may deliver a written request (a “Piggyback Request”) requesting that the Company include in such Incidental Registration all or any portion of such Purchaser’s Registrable Securities. Subject to applicable securities laws and the reasonable requirements of the managing underwriter (if any), the Company shall use commercially reasonable efforts to include in such Incidental Registration all Registrable Securities that the Company has been timely requested to include pursuant to any Piggyback Request, to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution. If the Incidental Registration is not declared effective within one hundred eighty (180) days following the filing thereof, the obligations of the Company under this Section shall continue with respect to any subsequent Incidental Registration.

4.18 Transfer Agent Instructions. Concurrently with the execution of an agreement to engage the services of a transfer agent, Company shall issue irrevocable instructions to Company’s transfer agent to issue certificates, registered in the name of the Purchaser or its nominee, upon issuance of Underlying Securities, in such amounts as specified from time to time by the Purchaser to Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that Company proposes to replace its transfer agent, Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of common stock in the Reserved Amount) signed by the successor transfer agent to Company and Company. Prior to registration of the Securities under the Securities Act or the date on which the Securities may be sold pursuant to Rule 144 without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates shall bear the restrictive legend specified in Section 3.9 of this Agreement. Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section will be given by Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for Securities to be issued to the Purchaser as and when required by the Transaction Documents; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Purchaser as and when required by the Transaction Documents; and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within one (1) business day of each conversion of the Note or exercise of the Warrants. If the Purchaser provides Company, at the cost of Company, with reasonable assurances that a public sale or transfer of such Securities may be made without registration under the Securities Act or that the Securities can be sold pursuant to Rule 144, Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Purchaser. Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Purchaser, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, Company acknowledges that the remedy at law for a breach of its obligations under this Section may be inadequate and agrees, in the event of a breach or threatened breach by Company of the provisions of this Section, that the Purchaser shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

4.19 Further Assurances. Each of the Company and each Purchaser agrees that, from time to time after the date hereof, it shall execute and deliver such additional documents and instruments and take such further actions as may be reasonably requested by the other party to carry out the purposes and intent of this Agreement and the other Transaction Documents and to comply with applicable securities laws and other applicable legal requirements; provided, however, that no Purchaser shall be required to incur any material out-of-pocket expense or assume any additional liability or obligation not contemplated by the Transaction Documents.

4.20 Exchange Act Reporting. It shall constitute an Event of Default under the Note if the Company fails to timely file (or obtain a permitted extension and timely file within the applicable grace period) any report required to be filed by it under the Exchange Act, or otherwise ceases to be subject to, or fails to remain in compliance in any material respect with, the reporting requirements of the Exchange Act.

4.21 Subsidiary Joinders. The Company agrees and covenants that: (a) within thirty (30) days (or such longer period as the Collateral Agent may consent to in writing at the direction of the holders of a majority of the aggregate outstanding principal amount of the Notes) after the formation or acquisition, directly or indirectly, of any Subsidiary following the date hereof, the Company shall cause such Subsidiary to execute and deliver to the Collateral Agent, for the benefit of the Purchasers, (i) a joinder, counterpart, or other agreement (in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such Subsidiary: (A) becomes a co-borrower or other obligor under the Notes on a joint and several basis with the Company and (B) becomes a “Debtor” or “Grantor” (or equivalent term) under the Pledge and Security Agreement and grants to the Collateral Agent, for the ratable benefit of the Purchasers, a first priority security interest (subject only to Permitted Liens (as defined in the Pledge and Security Agreement)) in substantially all of its assets, and (ii) such organizational documents, resolutions, incumbency certificates, good standing certificates, lien searches and other customary deliverables as the Collateral Agent may reasonably request in connection therewith; and (b) the Company shall promptly (and in any event within the same thirty (30) day period, subject to any written extension granted by the Collateral Agent at the direction of the holders of a majority of the aggregate outstanding principal amount of the Notes) cause all such documents to be duly filed, recorded or registered in all offices and jurisdictions as may be necessary or desirable, in the reasonable judgment of the Collateral Agent, to perfect and maintain the perfection and priority of the security interests created under the Pledge and Security Agreement with respect to such Subsidiary and its assets.

The obligation of the Company hereunder to issue and sell the Securities to the applicable Purchaser at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions; provided that such conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

(a) The applicable Purchaser shall have executed this Agreement and delivered the same to the Company.

(b) The applicable Purchaser shall have delivered the purchase price for the Units being purchased by such Purchaser at such Closing in accordance with Section 1.3 above.

(c) The representations and warranties of such Purchaser contained in this Agreement shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date, as though made at such time (except for representations and warranties that expressly speak as of a specific date), and such Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to such Closing Date.

(d) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

The obligation of each Purchaser hereunder to purchase the Securities at any Closing Date is subject to the satisfaction, at or before the Closing Date, of each of the following conditions; provided that these conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion:

(a) The Company shall have executed this Agreement and delivered the same to the Purchaser.

(b) The Company shall have issued and delivered to such Purchaser a duly executed Note reflecting the aggregate principal amount of the Units purchased by such Purchaser at such Closing.

(c) At each Closing, each representation and warranty of the Company contained in this Agreement and the other Transaction Documents shall be true and correct in all material respects as of the applicable Closing Date with the same effect as though made on and as of such date (except for representations and warranties that expressly speak as of a specific date, which shall be true and correct as of such date), and the Company shall be deemed to have remade and reaffirmed each such representation and warranty as of such date. The accuracy of such representations and warranties as of each Closing Date shall be a condition to each applicable Purchaser’s obligation to fund such Closing.

(d) The Company shall have issued and delivered to such Purchaser the applicable Closing Shares (or, if elected by such Purchaser pursuant to Section 1, the applicable Pre-Funded Warrants) and applicable Warrants.

(e) The Company shall have delivered executed Transaction Documents, or such other instruments as contemplated by this Agreement.

(f) The Company shall have delivered all documents reasonably necessary to permit the Collateral Agent, for the benefit of the Purchasers, to perfect its security interest in the collateral contemplated by the Pledge and Security Agreement, including customary lien searches and UCC financing statements duly authorized for filing.

(g) The Company shall have delivered a schedule of liabilities and a lien search report from a nationally recognized search provider reasonably satisfactory to the Purchaser, dated within ten (10) days of the Closing Date.

(h) The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the applicable Closing Date.

(i) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

(j) No Event of Default shall have occurred and be continuing under the Note or any other Transaction Document as of the Closing Date.

(k) The Company shall be in material compliance with its reporting obligations under the Exchange Act; provided, however, that any immaterial delinquency or administrative delay that does not constitute a material breach of such obligations shall not constitute a failure of this condition.

(l) The Company shall have delivered to the Purchaser (i) a certificate evidencing the formation and good standing of Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date, and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

(m) The Company shall have delivered to the Purchaser a certificate, executed by an authorized officer of the Company, certifying that, as of the applicable Closing Date: (i) the representations and warranties of the Company contained in this Agreement and the other Transaction Documents are true and correct in all material respects as of such date (except for representations and warranties that expressly speak as of a specific date, which shall be true and correct as of such date); (ii) the Company has performed, satisfied and complied in all material respects with all covenants, agreements and conditions required to be performed, satisfied or complied with by the Company under the Transaction Documents at or prior to such Closing Date; (iii) no Event of Default under the Note or any other Transaction Document has occurred and is continuing; (iv) no Material Adverse Effect has occurred since the date of the most recent Closing; and (v) all conditions to the obligations of the Purchaser to consummate such Closing have been satisfied.

(n) To the extent the Company or any Subsidiary has any other secured creditors, the Company shall have delivered to the Collateral Agent, for the benefit of the Purchasers, executed subordination agreements from each such secured creditor, in form and substance reasonably satisfactory to the Collateral Agent.

(o) No event, occurrence, condition or development shall have occurred since the date of the most recent Closing that has had or would reasonably be expected to have a Material Adverse Effect.

7.1 Appointment and Authority. Each Purchaser hereby irrevocably appoints RockTov SLC LLC, and its successors and permitted assigns in such capacity, as collateral agent (the “Collateral Agent”) for the benefit of the Purchasers under the Transaction Documents. The Purchasers authorize the Collateral Agent to take such actions on their behalf and to exercise such powers as are expressly delegated to the Collateral Agent pursuant to this Agreement and the other Transaction Documents solely in connection with the acquisition, perfection, maintenance, administration, and enforcement of the liens and security interests granted to the Purchasers pursuant to the Pledge and Security Agreement and the other Transaction Documents. The Collateral Agent shall act solely as a representative of the Purchasers and shall have no duties or obligations except those expressly set forth in this Agreement and the other Transaction Documents. The provisions of this Section 7 are solely for the benefit of the Collateral Agent and the Purchasers, and neither the Company, any Subsidiary, nor any Affiliate thereof shall have any rights as a third-party beneficiary of this Section 7. The parties acknowledge and agree that the use of the term “Collateral Agent” or similar terminology is solely for administrative convenience and shall not create or imply any fiduciary, agency, trust, or other similar duties or obligations of the Collateral Agent under applicable law. The duties of the Collateral Agent shall be ministerial and administrative in nature.

7.2 Authority of Majority in Interest of Purchasers. Except as otherwise expressly provided herein or in the Transaction Documents, the Collateral Agent shall act only upon the written direction of the Majority in Interest of Purchasers (as defined in Section 8.6 herein). The Collateral Agent shall not be required to take any action that, in its reasonable judgment, (i) would expose the Collateral Agent to liability, (ii) would violate applicable law, or (iii) would be inconsistent with any Transaction Documents.

7.3 Exculpatory Provisions. The Collateral Agent shall not:

(a) have any fiduciary duties or other implied duties to any Purchaser, the Company, any Subsidiary, or any other Person;

(b) be responsible for or have any obligation to investigate, verify, or determine the accuracy or completeness of any representation, warranty, statement, certificate, report, financial information, or other document delivered in connection with the Transaction Documents;

(c) be responsible for monitoring the performance or compliance by the Company or any Subsidiary with any covenant, obligation, or agreement contained in any Transaction Document;

(d) be responsible for determining the validity, enforceability, perfection, priority, or sufficiency of any lien or security interest created under the Security Agreement or any other Transaction Document; or

(e) have any obligation to disclose any information relating to the Company, any Subsidiary, or any Affiliate thereof obtained by the Collateral Agent in any capacity, except as expressly required by the Transaction Documents.

The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Agreement or any Transaction Document except to the extent resulting from the Collateral Agent’s gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.

7.4 Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, instruction, consent, certificate, document, or other communication that it reasonably believes to be genuine and properly authorized. The Collateral Agent may consult with legal counsel, accountants, and other professional advisors selected by it and shall not be liable for any action taken or omitted to be taken in reliance upon the advice of such advisors.

7.5 Actions Following an Event of Default. The Collateral Agent shall not be deemed to have knowledge of any Event of Default unless written notice thereof has been provided to the Collateral Agent by the Company or any Purchaser. Following receipt of such notice, the Collateral Agent shall promptly provide notice thereof to the other Purchasers. Following the occurrence and continuance of an Event of Default, the Collateral Agent shall take such enforcement actions with respect to the Collateral as are directed in writing by the Majority in Interest of Purchasers; provided, however, that the Collateral Agent shall not be required to take any action that it reasonably determines would be unlawful or would subject it to liability.

7.6 Delegation. The Collateral Agent may perform any of its duties and exercise any of its rights and powers through agents, attorneys, advisors, or other representatives selected by it. The Collateral Agent shall not be responsible for the negligence or misconduct of any such representative unless caused by the Collateral Agent’s gross negligence or willful misconduct in selecting such representative.

7.7 Resignation and Removal.

(a) The Collateral Agent may resign at any time by providing written notice to the Purchasers and the Company. Upon receipt of such notice, the Majority in Interest of Purchasers shall have the right to appoint a successor Collateral Agent.

(b) The Majority in Interest of Purchasers may remove the Collateral Agent at any time upon thirty (30) days’ prior written notice to the Collateral Agent and the Company and appoint a successor Collateral Agent

(c) Upon the effectiveness of any resignation or removal of the Collateral Agent and the acceptance of its appointment by a successor Collateral Agent, such successor shall automatically succeed to and become vested with all of the rights, powers, privileges, and duties of the retiring or removed Collateral Agent under this Agreement and the other Transaction Documents, and the retiring or removed Collateral Agent shall be discharged from its duties and obligations hereunder (except that it shall continue to hold any Collateral then in its possession until such Collateral is transferred to the successor Collateral Agent). The retiring or removed Collateral Agent shall execute and deliver such assignments, instruments and other documents, and take such actions, as may be reasonably requested to vest in the successor Collateral Agent the rights, powers and security interests of the retiring or removed Collateral Agent under the Transaction Documents. If no successor Collateral Agent has accepted its appointment by the effective date of the resignation or removal, the retiring or removed Collateral Agent shall continue to serve solely for the purpose of preserving the Collateral and maintaining the perfected security interests until a successor has been appointed and has accepted such appointment.

7.8 Indemnification of Collateral Agent. The Purchasers shall, severally and not jointly, indemnify and hold harmless the Collateral Agent and its officers, directors, employees, agents, and representatives from and against any losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the performance of the Collateral Agent’s duties hereunder, except to the extent resulting from the gross negligence or willful misconduct of the Collateral Agent as finally determined by a court of competent jurisdiction. Each Purchaser’s obligations under this Section 7.8 shall be in proportion to such Purchaser’s outstanding principal amount of Notes relative to the aggregate outstanding principal amount of Notes held by all Purchasers.

7.9 Survival. The provisions of this Section 7 shall survive the resignation or removal of the Collateral Agent, the termination of this Agreement, and the repayment, conversion, or assignment of the Notes, with respect to actions taken or omitted to be taken while the Collateral Agent served in such capacity.

8.1 Events of Default. The Company acknowledges and agrees that (i) any breach by the Company of any covenant, agreement, or obligation set forth in this Agreement, or (ii) any representation or warranty made by the Company in this Agreement that is false, incorrect, or misleading in any material respect when made or at any time thereafter, shall constitute an Event of Default under this Agreement and under Section 4.3 of the Note, entitling the Purchaser to exercise all rights and remedies available under the Transaction Documents and applicable law.

8.2 Binding Agreement. This Agreement and the other Transaction Documents shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, and all representations, warranties, covenants, acknowledgments, waivers, and limitations of liability set forth herein and therein for the benefit of the Purchaser shall inure to the benefit of, and be enforceable by, each Purchaser and each of its respective successors, transferees, and assigns, including any assignee of the Note or Warrant. The Company may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Purchaser. Except as expressly provided in this Agreement, nothing in this Agreement, expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

8.3 Governing Law; Dispute Resolution; Remedies. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) 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 other manner permitted by law. If any party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

8.4 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

8.5 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

8.6 Amendments; Waivers. This Agreement and the other Transaction Documents may be amended, modified, or waived only by a written instrument executed by the Company and the Purchasers holding Notes representing a majority in interest of the aggregate outstanding principal amount of all Notes then outstanding (the “Majority in Interest of Purchasers”); provided, however, that no amendment, modification, or waiver of this Agreement or any other Transaction Document shall, without the written consent of each Purchaser directly and adversely affected thereby, (i) reduce the principal amount of any Note held by such Purchaser, (ii) reduce the interest or other economic terms payable with respect to such Note, (iii) extend or modify the maturity date of such Note, (iv) adversely modify the conversion rights or mechanics, repayment rights, prepayment rights, or other economic rights applicable to such Purchaser’s Note or Securities, (v) release or adversely modify the security interests or collateral rights granted to such Purchaser under the Transaction Documents, or (vi) modify this Section or the percentage of Purchasers required to amend, modify, or waive any provision of this Agreement or the other Transaction Documents. Any amendment, modification, or waiver approved in accordance with this Section shall be binding upon the Company and all Purchasers; provided that no amendment, modification, or waiver shall disproportionately and adversely affect any Purchaser relative to other Purchasers without the written consent of such affected Purchaser. For the avoidance of doubt, the amendment, modification, or waiver provisions set forth in any Note shall control with respect to any amendment, modification, or waiver of the terms of such Note, and nothing contained in this Section shall permit any amendment, modification, or waiver of a Note except in accordance with the terms thereof.

8.7 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement or any of the Transaction Documents shall be in writing and shall be transmitted by electronic mail to the email address set forth below for the relevant party. Electronic mail is the operative means of giving notice under this Agreement. A notice transmitted by electronic mail shall be deemed effective upon transmission (provided there is confirmation of transmission and no automated bounce-back or error message is received) if transmitted during the recipient’s normal business hours on a business day, and otherwise on the next business day. A notice delivered by hand, by nationally recognized overnight courier, or by certified or registered United States mail (return receipt requested, postage prepaid) shall not by itself constitute effective notice, and shall be effective only if a copy of the same notice is concurrently transmitted by electronic mail in accordance with this Section; in such case the notice shall be deemed effective on the earlier of (i) the time the accompanying electronic mail becomes effective under this Section and (ii) documented delivery of the hand-delivered, couriered, or mailed copy. Each party shall (a) designate the other party’s email address set forth below, and the filing or service email address of any arbitration administrator then administering a proceeding, as an approved sender, and shall not block, filter, or divert messages from such addresses, and (b) monitor its designated email address, including any spam, junk, or quarantine folders, no less than once each business day. The notices shall be addressed as follows:

If to the Company, to:

OS Therapies Incorporated

115 Pullman Crossing Road

Grasonville, MD 21638

Attn: Paul Romness

e-mail: par@ostherapies.com

cc (which shall not constitute notice): sfeldman@olshanlaw.com

If to the Purchaser: to the email address as set forth on the signature pages attached hereto

or to such other email address as a party may designate by notice given in accordance with this Section. The physical addresses set forth above are provided for identification purposes and for any supplemental copy delivered under this Section; the email address is the operative address for notice. Any failure of a party to update its address, or any defect or omission in identifying information, shall not affect the validity or effectiveness of any notice otherwise given in the manner provided in this Section, and a notice given by electronic mail in the manner provided in this Section shall be effective in accordance with the foregoing regardless of whether it is actually opened or read, provided that the approved-sender and monitoring obligations set forth in this Section shall apply.

8.8 Modification; Waiver. No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective only upon the written consent of the Company and the Purchaser. Any provision of the Note or Warrant may be amended or waived by the written consent of the Company and the Purchaser.

8.9 Expenses. The Company and the Purchaser shall each bear its respective expenses and legal fees incurred with respect to this Agreement and the transactions contemplated herein; unless otherwise specified in the Agreement or the Note.

8.10 Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Purchaser, upon any breach or default of the Company under the Transaction Documents shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by Purchaser of any breach or default under this Agreement, or any waiver by any Purchaser of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to the Purchaser, shall be cumulative and not alternative.

8.11 Entire Agreement. This Agreement, the other Transaction Documents, and the Exhibits hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other party in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein.

8.12 Construction; Independent Counsel. Each party acknowledges that it has been represented by, or has had the opportunity to consult with, counsel of its own choosing in connection with the negotiation and execution of this Agreement and the other Transaction Documents. This Agreement and the other Transaction Documents are the product of negotiation among the parties and shall be deemed to have been drafted jointly by the parties; accordingly, no presumption or rule of construction shall be applied against any party on the basis of having drafted, or having caused to be drafted, this Agreement, any other Transaction Document, or any provision hereof or thereof. The provisions of this Agreement governing construction, severability, integration, and entire agreement shall apply with equal force to each of the Transaction Documents.

8.13 Severability. Any part, provision, representation or warranty of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall be ineffective, as to such jurisdiction, to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall negotiate, in good-faith, to develop a structure the economic effect of which is as close as possible to the economic effect of this Agreement without regard to such invalidity.

[Signature page follows]

In Witness Whereof, the parties have executed this Securities Purchase Agreement as of the date first written above.

SIGNATURE PAGE

TO SECURITIES PURCHASE AGREEMENT

By execution and delivery of this signature page, the undersigned agrees to become a Purchaser, as defined in that certain Securities Purchase Agreement (the “Purchase Agreement”, and capitalized terms not defined herein have the meaning set forth in the Purchase Agreement), dated as of ____________, 2026, by and among OS Therapies Incorporated, OS Animal Health Inc. and OS Therapies UK LTD, (collectively, the “Company”) and the Purchasers party thereto, and to be bound by the terms and conditions of the Purchase Agreement, including the forms of Note and Warrant attached thereto and issuable thereunder. Furthermore, the undersigned acknowledges having reviewed the representations and warranties set forth in the section of the Purchase Agreement entitled “Representations and Warranties of the Purchasers” and hereby represents and warrants that such representations and warranties are true, complete and correct with respect to the undersigned as of the date set forth below. The undersigned agrees to promptly notify the Company and the Placement Agent in writing if, prior to the applicable Closing, any such representation or warranty ceases to be true, complete and correct in any material respect.

PURCHASER:

Subscription Amount: $____________

(or, with respect to RockTov SLC LLC, the outstanding Principal Amount of the Bridge Note deemed applied toward the purchase of Units pursuant to Section 1.1(c) of the Purchase Agreement).

Principal Amount of Note: $____________

(to be completed by the Company at the applicable Closing and equal to the Subscription Amount divided by 0.925)

Warrant Shares: ____________

(to be completed by the Company at the applicable Closing and equal to 30,000 for each $100,000 Unit purchased

For Individuals and Entities

SCHEDULE I

Disclosure Schedule

(See Attached)

Exhibit A

Form of Senior Secured Convertible Promissory Note

(See Attached)

Exhibit B

Assignment of Assets

(See Attached)

Exhibit C

Warrant

(See Attached)

Exhibit D

Pledge and Security Agreement

(See Attached)

Exhibit E

Form Of Pre-Funded Warrant

(See Attached)