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Recommendation Letter Questionnaire What’s So Trendy About Recommendation Letter Questionnaire That Everyone Went Crazy Over It?

UNITED STATES

recommendation letter questionnaire
 4 Conclusions and Recommendations | A Survey of Attitudes ..

4 Conclusions and Recommendations | A Survey of Attitudes .. | recommendation letter questionnaire

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

 CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Antithesis Barter Act of 1934

Date of abode (Date of ancient accident reported): July 21, 2020

 _____________________

Novan, Inc.

(Exact name of apprentice as authentic in its charter) 

 _____________________

Delaware

001-37880

20-4427682

(State or added administration of

incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4105 Hopson Road, Morrisville, North Carolina 27560

(Address of arch controlling offices) (Zip Code)

(919) 485-8080

(Registrant’s blast number, accommodate breadth code)

N/A

(Former Name or Former Address, if Changed Back Aftermost Report)

 _____________________

Check the adapted box beneath if the Anatomy 8-K filing is brash to accompanying amuse the filing obligation of the apprentice beneath any of the afterward provisions:

Written communications pursuant to Aphorism 425 beneath the Antithesis Act (17 CFR 230.425)

Soliciting absolute pursuant to Aphorism 14a-12 beneath the Barter Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Aphorism 14d-2(b) beneath the Barter Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Aphorism 13e-4(c) beneath the Barter Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of Anniversary Class

Trading Symbol(s)

Name of Anniversary Barter on Which Registered 

Common Stock, $0.0001 par value

NOVN

Nasdaq Global Market

Indicate by assay mark whether the apprentice is an arising beforehand aggregation in as authentic in Aphorism 405 of the Antithesis Act of 1933 (§ 230.405 of this chapter) or Aphorism 12b-2 of the Antithesis Barter Act of 1934 (§ 240.12b-2 of this chapter).

Emerging beforehand aggregation x

If an arising beforehand company, announce by assay mark if the apprentice has adopted not to use the continued alteration aeon for acknowledging with any new or revised banking accounting standards provided pursuant to Section 13(a) of the Barter Act. x

Item 1.01. Access into a Absolute Definitive Agreement.

Purchase Acceding and Allotment Rights Acceding with Aspire Capital

On July 21, 2020, Novan, Inc. (the “Company”), entered into a accustomed banal acquirement acceding (the “Purchase Agreement”) with Aspire Basic Fund, LLC, an Illinois apprenticed accountability aggregation (“Aspire Capital”) which provides that, aloft the acceding and accountable to the altitude and limitations set alternating therein, Aspire Basic is committed to acquirement up to an accumulated of $30.0 actor of shares of the Company’s accustomed banal at the Company’s abode from time to time during the 30-month appellation of the Acquirement Agreement. Aloft beheading of the Acquirement Agreement, the Aggregation agreed to advertise to Aspire Basic 5,555,555 shares of accustomed banal at $0.90 per allotment for gain of $5.0 million.

Under the Acquirement Agreement, on any trading day called by the Company, the Aggregation has the right, in its sole discretion, to present Aspire Basic with a acquirement apprehension (each, a “Purchase Notice”), administering Aspire Basic (as principal) to acquirement up to 300,000 shares of the Company’s accustomed banal per business day, up to an accumulated of $30.0 actor (including the antecedent acquirement shares) of the Company’s accustomed banal in the accumulated at a per allotment bulk (the “Purchase Price”) according to the bottom of:

the everyman auction bulk of the Company’s accustomed banal on the acquirement date; or

the accession boilerplate of the three (3) everyman closing auction prices for the Company’s accustomed banal during the ten (10) afterwards trading canicule catastrophe on the trading day anon above-mentioned the acquirement date.

The accumulated acquirement bulk payable by Aspire Basic on any one acquirement date may not beat $500,000, unless contrarily mutually agreed. The parties may mutually accede to access the cardinal of shares of our accustomed banal that may be purchased per trading day pursuant to the acceding of the Acquirement Acceding to 2,000,000 shares.

In addition, on any date on which the Aggregation submits a Acquirement Apprehension to Aspire Basic in an bulk according to 300,000 shares, the Aggregation additionally has the right, in its sole discretion, to present Aspire Basic with a volume-weighted boilerplate bulk acquirement apprehension (each, a “VWAP Acquirement Notice”) administering Aspire Basic to acquirement an bulk of banal according to up to 30% of the accumulated shares of the Company’s accustomed banal traded on its arch bazaar on the abutting trading day (the “VWAP Acquirement Date”), accountable to a best cardinal of shares the Aggregation may determine. The acquirement bulk per allotment pursuant to such VWAP Acquirement Apprehension is about 97% of the volume-weighted boilerplate bulk for the Company’s accustomed banal traded on its arch bazaar on the VWAP Acquirement Date.

The Acquirement Bulk will be adapted for any reorganization, recapitalization, non-cash dividend, banal split, or added agnate transaction occurring during the period(s) acclimated to compute the Acquirement Price. The Aggregation may buck assorted Acquirement Notices and VWAP Acquirement Notices to Aspire Basic from time to time during the appellation of the Acquirement Agreement, so continued as the best contempo acquirement has been completed.

The Acquirement Acceding provides that the Aggregation and Aspire Basic shall not aftereffect any sales beneath the Acquirement Acceding on any acquirement date area the closing auction bulk of the Company’s accustomed banal is beneath than $0.15. There are no trading accumulated requirements or restrictions beneath the Acquirement Agreement, and the Aggregation will ascendancy the timing and bulk of sales of the Company’s accustomed banal to Aspire Capital. Aspire Basic has no adapted to crave any sales by the Company, but is answerable to achieve purchases from the Aggregation as directed by the Aggregation in accordance with the Acquirement Agreement. There are no limitations on use of proceeds, banking or business covenants, restrictions on approaching costs transactions, rights of aboriginal refusal, accord rights, penalties or asleep amercement in the Acquirement Agreement. In appliance for entering into the Acquirement Agreement, aloft achievement of assertive altitude beneath the Acquirement Agreement, the Aggregation issued to Aspire Basic 1,000,000 shares of the Company’s accustomed banal (the “Commitment Shares”). The Acquirement Acceding may be concluded by the Aggregation at any time, at its discretion, afterwards any amends or added bulk to the Company. Aspire Basic has agreed that neither it nor any of its agents, assembly and affiliates shall appoint in any absolute or aberrant short-selling or ambiguity of the Company’s accustomed banal during any time above-mentioned to the abortion of the Acquirement Agreement. Any gain the Aggregation receives beneath the Acquirement Acceding are accustomed to be acclimated for alive basic and accustomed accumulated purposes.

The Acquirement Acceding provides that the cardinal of shares that may be awash pursuant to the Acquirement Acceding will be apprenticed to 25,433,642 shares (the “Exchange Cap”), which represents 19.99% of the Company’s outstanding shares of accustomed banal on July 21, 2020, unless stockholder approval or an barring pursuant to the rules of the Nasdaq Global Bazaar is acquired to affair added than 19.99%. This limitation will not administer if, at any time the Barter Cap is accomplished and at all times thereafter, the boilerplate bulk paid for all shares issued beneath the Acquirement Acceding is according to or greater than $0.5907, which is the accession boilerplate of the bristles closing auction prices of the Company’s accustomed banal anon above-mentioned the beheading of the Acquirement Agreement. The Aggregation is not adapted or able to affair any shares of accustomed banal beneath the Acquirement Acceding if such arising would aperture its obligations beneath the rules or regulations of the Nasdaq Global Market. The Aggregation may, in its sole discretion, actuate whether to access stockholder approval to affair added than 19.99% of its outstanding shares of Accustomed Banal hereunder if such arising would crave stockholder approval beneath the rules or regulations of the Nasdaq Global Market.

Concurrently with entering into the Acquirement Agreement, we additionally entered into a allotment rights acceding with Aspire Basic (the “Registration Rights Agreement”), in which we agreed to book with the SEC one or added allotment statements, as necessary, and to the admeasurement permissible and accountable to assertive exceptions, to annals beneath the Antithesis Act of 1933, as amended, the auction of the shares of our accustomed banal that may be issued to Aspire Basic beneath the Acquirement Agreement. We accept filed with the SEC a announcement supplement to our able shelf

Registration Annual on Anatomy S-3 (File No. 333-236583) registering all of the shares of accustomed banal that may be offered to Aspire Basic from time to time. The accustomed appraisal of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., admonition to the Company, apropos to the shares of accustomed banal actuality offered is absorbed hereto as Display 5.1.

The aloft is a arbitrary description of assertive acceding of the Acquirement Acceding and the Allotment Rights Acceding and, by its nature, is incomplete. Copies of the Acquirement Acceding and Allotment Rights Acceding are filed herewith as Exhibits 10.1 and 4.1, respectively, to this Accepted Abode on Anatomy 8-K and are congenital herein by reference. All readers are encouraged to apprehend the absolute argument of the Acquirement Acceding and the Allotment Rights Agreement.

The Acquirement Acceding is actuality filed herewith alone to accommodate investors and aegis holders with admonition apropos its terms. It is not brash to be a antecedent of financial, business or operational admonition about the Aggregation or any of its affiliates. The representations, warranties and covenants absolute in the Acquirement Acceding are fabricated alone for purposes of the Acquirement Acceding and are fabricated as of specific dates; are alone for the annual of the parties; may be accountable to abilities and limitations agreed aloft by the parties in affiliation with negotiating the acceding of the Acquirement Agreement, including actuality able by arcane disclosures fabricated for the purpose of allocating accustomed accident amid the parties instead of establishing affairs as facts; and may be accountable to standards of achievement applicative to the appliance parties that alter from those applicative to investors or aegis holders. Investors and aegis holders should not await on the representations, warranties and covenants or any description thereof as characterizations of the absolute accompaniment of facts or activity of the Aggregation or any of its affiliates. Moreover, admonition apropos the accountable bulk of the representations, warranties and covenants may change afterwards the date of the Acquirement Agreement, which afterwards admonition may or may not be absolutely reflected in accessible disclosures.

Item 1.02. Abortion of a Absolute Definitive Agreement.

The Acquirement Acceding will alter a above-mentioned Accustomed Banal Acquirement Agreement, anachronous as of June 15, 2020, amid us and Aspire Capital, which was concluded beneath the acceding of the Acquirement Agreement.

Item 9.01. Banking Statements and Exhibits.

EXHIBIT INDEX

Exhibit No.

Description

4.1

5.1

10.1

23.1

SIGNATURES

Pursuant to the requirements of the Antithesis Barter Act of 1934, the apprentice has appropriately acquired this abode to be alive on its annual by the undersigned hereunto appropriately authorized.

Novan, Inc.

Date: July 22, 2020

By:

/s/ John M. Gay

John M. Gay

Vice President, Finance

Exhibit 4.1

Execution Copy

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), anachronous as of July 21, 2020, by and amid NOVAN, INC., a Delaware affiliation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois apprenticed accountability aggregation (together with its able assigns, the “Buyer”). Capitalized acceding acclimated herein and not contrarily authentic herein shall accept the corresponding meanings set alternating in the Accustomed Banal Acquirement Acceding by and amid the parties hereto, anachronous as of the date hereof (as amended, restated, supplemented or contrarily adapted from time to time, the “Purchase Agreement”).

WHEREAS:

A.    Upon the acceding and accountable to the altitude of the Acquirement Agreement, (i) the Aggregation has agreed to affair to the Buyer, and the Buyer has agreed to purchase, up to Thirty Actor Dollars ($30,000,000) of the Company’s accustomed stock, par bulk $0.0001 per allotment (the “Common Stock”), pursuant to Section 1 of the Acquirement Acceding (such shares, the “Purchase Shares”), and (ii) the Aggregation has agreed to affair to the Buyer such cardinal of shares of Accustomed Banal as is adapted pursuant to Section 4(e) of the Acquirement Acceding (the “Commitment Shares”); and

B.    To abet the Buyer to access into the Acquirement Agreement, the Aggregation has agreed to accommodate assertive allotment rights beneath the Antithesis Act of 1933, as amended, and the rules and regulations thereunder, or any agnate almsman statute (collectively, the “1933 Act”), and applicative accompaniment antithesis laws.

NOW, THEREFORE, in appliance of the promises and the alternate covenants absolute herein and added able and admired consideration, the abandoning and capability of which are hereby acknowledged, the Aggregation and the Buyer hereby accede as follows:

1.    DEFINITIONS.

As acclimated in this Agreement, the afterward acceding shall accept the afterward meanings:

a.    “Person” bureau any actuality or article including any corporation, a apprenticed accountability company, an association, a partnership, an organization, a business, an individual, a authoritative or political subdivision thereof or a authoritative agency.

b.    “Prospectus” bureau the abject prospectus, including all abstracts congenital therein by reference, included in any Allotment Annual (as hereinafter defined), as it may be supplemented by a announcement or the Announcement Supplement (as hereinafter defined), in the anatomy in which such announcement and/or Announcement Supplement accept best afresh been filed by the Aggregation with the U.S. Antithesis and Barter Commission (the “SEC”) pursuant to Aphorism 424(b) beneath the 1933 Act, calm with any again issued “issuer chargeless autograph prospectus(es),” as authentic in Aphorism 433 of the 1933 Act, apropos to the Registrable Securities.

c.    “Register,” “registered,” and “registration” accredit to a allotment accomplished by advancing and filing one or added allotment statements of the Aggregation beneath the 1933 Act and pursuant to Aphorism 415 beneath the 1933 Act or any almsman aphorism accouterment for alms antithesis on a connected abject (“Rule 415”), and the acknowledgment or acclimation of capability of such allotment statement(s) by the SEC.

d.    “Registrable Securities” bureau the Acquirement Shares that may from time to time be issued or issuable to the Buyer aloft purchases of the Accessible Bulk beneath the Acquirement Acceding (without absorption to any limitation or brake on purchases) (including the Antecedent Acquirement Shares), the Charge Shares issued or issuable to the Buyer, and any shares of basic banal issued or issuable with annual to the Acquirement Shares, the Charge Shares or the Acquirement Acceding as a aftereffect of any banal split, banal dividend, recapitalization, barter or agnate event, afterwards absorption to any limitation on purchases beneath the Acquirement Agreement.

e.    “Registration Statement” bureau the Shelf Allotment Annual and any added allotment annual of the Company, as adapted back it became effective, including all abstracts filed as allotment thereof or congenital by advertence therein, and including any admonition absolute in a Announcement afterwards filed with the SEC pursuant to Aphorism 424(b) beneath the 1933 Act or accounted to be a allotment of such allotment annual pursuant to Aphorism 430B or 462(b) of the 1933 Act, accoutrement alone the auction of the Registrable Securities.

f.    “Shelf Allotment Statement” bureau the Company’s absolute allotment annual on Anatomy S-3 (File No. 333-236583).

2.    REGISTRATION.

a.    Mandatory Registration. The Aggregation shall aural two (2) Business Canicule from the Acceptance Date book with the SEC a announcement supplement to the Shelf Allotment Annual accurately apropos to the Registrable Antithesis (the “Prospectus Supplement”). The Buyer and its admonition shall accept had a reasonable befalling to assay and animadversion aloft such Announcement Supplement above-mentioned to its filing with the SEC. The Buyer shall accouter all admonition analytic requested by the Aggregation for admittance therein. The Aggregation shall use its reasonable best efforts to accumulate the Shelf Allotment Annual able pursuant to Aphorism 415 promulgated beneath the 1933 Act and accessible for sales of all of the Registrable Antithesis at all times until the beforehand of (i) the Aggregation no best qualifies to achieve sales beneath the Shelf Allotment Annual (which shall be accustomed to accommodate the disability of the Aggregation to anon annals sales of Registrable Antithesis to the Buyer beneath the Shelf Allotment Annual or any New Allotment Annual (as authentic below) pursuant to Accustomed Apprenticeship I.B.6 of Anatomy S-3), (ii) the date on which the Aggregation shall accept awash all the Registrable Antithesis and no Accessible Bulk charcoal beneath the Acquirement Agreement, or (iii) the date on which the Acquirement Acceding is concluded (the “Registration Period”). The Shelf Allotment Annual (including any amendments or supplements thereto and prospectuses absolute therein) shall not accommodate any apocryphal annual of a absolute actuality or omit to accompaniment a absolute actuality adapted to be declared therein, or all-important to achieve the statements therein, in ablaze of the affairs beneath which they were made, not misleading.

b.    Rule 424 Prospectus. The Aggregation shall, to the admeasurement adapted by applicative antithesis regulations, from time to time book with the SEC, pursuant to Aphorism 424 promulgated beneath the 1933 Act, a prospectus, including any amendments or announcement supplements thereto, to be acclimated in affiliation with sales of the Registrable Antithesis beneath the Allotment Statement. The Buyer and its admonition shall accept two (2) Business Canicule to assay and animadversion aloft such announcement above-mentioned to its filing with the SEC. The Buyer shall use its reasonable best efforts to animadversion aloft such announcement aural two (2) Business Canicule from the date the Buyer receives the final adaptation of such prospectus.

c.    Sufficient Cardinal of Shares Registered. In the accident the cardinal of shares accessible beneath the Shelf Allotment Annual is bereft to awning the Registrable Securities, the Aggregation shall, to the admeasurement all-important and permissible, alter the Shelf Allotment Annual or book a new registration

statement (a “New Allotment Statement”), so as to awning all of such Registrable Antithesis as anon as analytic practicable, but in any accident not afterwards than ten (10) Business Canicule afterwards the call therefor arises. The Aggregation shall use its reasonable best efforts to accept such alteration and/or New Allotment Annual become able as anon as analytic accessible afterward the filing thereof.

3.    RELATED OBLIGATIONS.

With annual to the Allotment Annual and whenever any Registrable Antithesis are to be registered pursuant to Sections 2(a) and (c), including on the Shelf Allotment Annual or on any New Allotment Statement, the Aggregation shall use its reasonable best efforts to aftereffect the allotment of the Registrable Antithesis in accordance with the brash adjustment of disposition thereof and, pursuant thereto, the Aggregation shall accept the afterward obligations:

a.    The Aggregation shall adapt and book with the SEC such amendments (including post-effective amendments) and supplements to any Allotment Annual and any New Allotment Annual and any Announcement acclimated in affiliation with such Allotment Statement, as may be all-important to accumulate the Allotment Annual or any New Allotment Annual able at all times during the Allotment Period, accountable to Able Delays and Section 3(e) hereof and, during such period, accede with the accoutrement of the 1933 Act with annual to the disposition of all Registrable Antithesis of the Aggregation covered by the Allotment Annual or any New Allotment Annual until such time as all of such Registrable Antithesis shall accept been disposed of in accordance with the brash methods of disposition by the abettor or sellers thereof as set alternating in such Allotment Statement. Should the Aggregation book a post-effective alteration to the Allotment Annual or a New Allotment Statement, the Aggregation will use its reasonable best efforts to accept such filing declared able by the SEC aural thirty (30) afterwards Business Canicule afterward the date of filing, which such aeon shall be continued for an added thirty (30) Business Canicule if the Aggregation receives a animadversion letter from the SEC in affiliation therewith. If (i) there is absolute clandestine admonition apropos the Aggregation which the Company’s Lath of Admiral analytic determines not to be in the Company’s best absorption to acknowledge and which the Aggregation is not contrarily adapted to acknowledge or (ii) there is a cogent business befalling (including, but not apprenticed to, the accretion or disposition of assets (other than in the accustomed beforehand of business) or any merger, consolidation, breakable activity or added agnate transaction) accessible to the Aggregation which the Company’s Lath of Admiral analytic determines not to be in the Company’s best absorption to acknowledge and which the Aggregation would be adapted to acknowledge beneath a Allotment Annual or a New Allotment Statement, again the Aggregation may adjourn or append filing or capability of such Allotment Annual or New Allotment Annual or use of the announcement beneath the Allotment Annual or New Allotment Annual for a aeon not to beat thirty (30) afterwards days, provided that the Aggregation may not adjourn or append its obligation beneath this Section 3(a) for added than sixty (60) canicule in the accumulated during any twelve (12) ages aeon (each, a “Permitted Delay”).

b.    The Aggregation shall abide to the Buyer for assay and animadversion any acknowledgment in the Allotment Statement, and all amendments and supplements thereto (other than announcement supplements that abide alone of a archetype of a filed Anatomy 10-K, Anatomy 10-Q or Accepted Abode on Anatomy 8-K or any alteration as a aftereffect of the Company’s filing of a affidavit that is congenital by advertence into the Allotment Statement), absolute admonition provided by the Buyer for admittance in such affidavit and any descriptions or acknowledgment apropos the Buyer, the Acquirement Agreement, including the transaction brash thereby, or this Acceding at atomic two (2) Business Canicule above-mentioned to their filing with the SEC, and not book any affidavit in a anatomy to which Buyer analytic and adapted objects, unless adapted by applicative antithesis regulations. Aloft abode of the Buyer, the Aggregation shall accommodate to the Buyer all acknowledgment in the Allotment Annual and all amendments and supplements thereto (other than prospectus

supplements that abide alone of a archetype of a filed Anatomy 10‑K, Anatomy 10-Q or Accepted Abode on Anatomy 8-K or any alteration as a aftereffect of the Company’s filing of a affidavit that is congenital by advertence into a Allotment Statement) at atomic two (2) Business Canicule above-mentioned to their filing with the SEC, and not book any affidavit in a anatomy to which Buyer analytic and adapted objects, unless adapted by applicative antithesis regulations. The Buyer shall use its reasonable best efforts to animadversion aloft the Allotment Annual or any New Allotment Annual and any amendments or supplements thereto aural two (2) Business Canicule from the date the Buyer receives the final adaptation thereof. The Aggregation shall accouter to the Buyer, afterwards charge, any accord from the SEC or the agents of the SEC to the Aggregation or its assembly apropos to the Allotment Annual or any New Allotment Statement.

c.    Upon abode of the Buyer, the Aggregation shall accouter to the Buyer, (i) promptly afterwards the aforementioned is able and filed with the SEC, at atomic one archetype of the Allotment Annual and any amendment(s) thereto, including all banking statements and schedules, all abstracts congenital therein by advertence and all exhibits, (ii) aloft the capability of any amendment(s) to a Allotment Statement, a archetype of the announcement included in such Allotment Annual and all amendments and supplements thereto (or such added cardinal of copies as the Buyer may analytic request) and (iii) such added documents, including copies of any basic or final prospectus, as the Buyer may analytic abode from time to time in adjustment to facilitate the disposition of the Registrable Antithesis endemic by the Buyer.

d.    The Aggregation shall use reasonable best efforts to (i) annals and qualify, unless an absolution from allotment and accomplishment is available, the Registrable Antithesis covered by a Allotment Annual beneath such added antithesis or “blue sky” laws of such jurisdictions in the United States as the Buyer analytic requests, (ii) accountable to Able Delays, adapt and book in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and abilities as may be all-important to beforehand the capability thereof during the Allotment Period, (iii) booty such added accomplishments as may be all-important to beforehand such registrations and abilities in aftereffect at all times during the Allotment Period, and (iv) booty all added accomplishments analytic all-important or adapted to accredit the Registrable Antithesis for auction in such jurisdictions; provided, however, that the Aggregation shall not be adapted in affiliation therewith or as a activity thereto to (x) accredit to do business in any administration area it would not contrarily be adapted to accredit but for this Section 3(d), (y) accountable itself to accustomed taxation in any such jurisdiction, or (z) book a accustomed accord to annual of activity in any such jurisdiction. The Aggregation shall promptly acquaint the Buyer who holds Registrable Antithesis of the abandoning by the Aggregation of any notification with annual to the abeyance of the allotment or accomplishment of any of the Registrable Antithesis for auction beneath the antithesis or “blue sky” laws of any administration in the United States or its abandoning of absolute apprehension of the acceptance or blackmail of any proceeding for such purpose.

e.    Subject to Able Delays, as promptly as analytic accessible afterwards able acquainted of such accident or facts, the Aggregation shall acquaint the Buyer in autograph if the Aggregation has bent that the Announcement included in any Allotment Statement, as again in effect, includes an apocryphal annual of a absolute actuality or omits to accompaniment a absolute actuality adapted to be declared therein or all-important to achieve the statements therein, in ablaze of the affairs beneath which they were made, not misleading, and as promptly as analytic activated (taking into annual the Company’s able acceptance appraisal of any adverse after-effects to the Aggregation and its stockholders of abortive acknowledgment of such accident or facts) adapt a announcement supplement or alteration to such Allotment Annual to absolute such apocryphal annual or omission, and, aloft the Buyer’s request, buck a archetype of such announcement supplement or alteration to the Buyer. In accouterment this apprehension to the Buyer, unless the Buyer consents to access into a non-disclosure acceding with the Company, the Aggregation shall not accommodate any added admonition about the facts basal the Company’s assurance and shall not in any way acquaint any absolute nonpublic admonition about the Aggregation or the Accustomed Banal to the Buyer, and the Aggregation shall be able to abolish any such

information from a abstract announcement supplement or alteration admitting the Company’s obligation to accommodate such abstracts to the Buyer in beforehand of filing with the SEC. The Aggregation shall additionally promptly acquaint the Buyer in autograph (i) back a announcement or any announcement supplement or post-effective alteration has been filed, and back a Allotment Annual or any post-effective alteration has become able (notification of such capability shall be delivered to the Buyer by facsimile or e-mail on the aforementioned day of such effectiveness), (ii) of any abode by the SEC for amendments or supplements to any Allotment Annual or accompanying announcement or accompanying information, and (iii) of the Company’s reasonable assurance that a post-effective alteration to a Allotment Annual would be appropriate. In no accident shall the charge of a apprehension beneath this Section 3(e), or the consistent dearth of a Allotment Statement, afterwards absorption to its duration, for disposition of antithesis by Buyer be brash a aperture by the Aggregation of its obligations beneath this Agreement. The above-mentioned book in this Section 3(e) does not absolute whether an accident of absence has occurred as set alternating in Section 9(a) of the Acquirement Agreement.

f.    The Aggregation shall use its reasonable best efforts to anticipate the arising of any stop adjustment or added abeyance of capability of any Allotment Statement, or the abeyance of the accomplishment of any Registrable Antithesis for auction in any administration and, if such an adjustment or abeyance is issued, to access the abandonment of such adjustment or abeyance at the ancient activated time and to acquaint the Buyer of the arising of such adjustment and the resolution thereof or its abandoning of absolute apprehension of the acceptance or blackmail of any proceeding for such purpose.

g.    The Aggregation shall (i) annual all the Registrable Antithesis to be listed on anniversary antithesis barter on which antithesis of the aforementioned chic or alternation issued by the Aggregation are again listed, if any, if the advertisement of such Registrable Antithesis is again able beneath the rules of such exchange, or (ii) defended appellation and citation of all the Registrable Antithesis if the Arch Bazaar (as such appellation is authentic in the Acquirement Agreement) is an automatic citation system. The Aggregation shall pay all fees and costs in affiliation with able its obligation beneath this Section.

h.    The Aggregation shall abet with the Buyer to facilitate the adapted alertness and charge of certificates or book-entry forms (not abode any akin legend) apery the Registrable Antithesis to be offered pursuant to any Allotment Annual and accredit such certificates or book-entry forms to be in such denominations or amounts as the Buyer may analytic abode and registered in such names as the Buyer may request.

i.    The Aggregation shall at all times accommodate a alteration abettor and abettor with annual to its Accustomed Stock.

j.    If analytic requested by the Buyer, the Aggregation shall (i) promptly absorb in a announcement supplement or post-effective alteration to the Allotment Annual such admonition as the Buyer believes should be included therein apropos to the auction and administration of Registrable Securities, including, afterwards limitation, admonition with annual to the cardinal of Registrable Antithesis actuality sold, the acquirement bulk actuality paid therefor and any added acceding of the alms of the Registrable Securities; (ii) achieve all adapted filings of such announcement supplement or post-effective alteration as promptly as accessible already notified of the affairs to be congenital in such announcement supplement or post-effective amendment; and (iii) supplement or achieve amendments to any Allotment Annual (including by bureau of any affidavit congenital therein by reference).

k.    The Aggregation shall use its reasonable best efforts to annual the Registrable Antithesis covered by any Allotment Annual to be registered with or accustomed by such added authoritative agencies

or authorities in the United States as may be all-important to able the disposition of such Registrable Securities.

l.    If analytic requested by the Buyer at any time, the Aggregation shall buck to the Buyer a accounting acceptance of whether or not the capability of such Allotment Annual has accomplished at any time for any acumen (including, afterwards limitation, the arising of a stop order) and whether or not the Allotment Annual is currently able and accessible to the Aggregation for auction of all of the Registrable Securities.

m.    The Aggregation agrees to booty all added reasonable accomplishments as all-important and analytic requested by the Buyer to accelerate and facilitate disposition by the Buyer of Registrable Antithesis pursuant to any Allotment Statement.

4.    OBLIGATIONS OF THE BUYER.

a.    The Buyer has furnished to the Aggregation in Display A hereto such admonition apropos itself, the Registrable Antithesis captivated by it and the brash adjustment of disposition of the Registrable Antithesis captivated by it as adapted to aftereffect the allotment of such Registrable Antithesis and shall assassinate such abstracts in affiliation with such allotment as the Aggregation may analytic request. The Aggregation shall acquaint the Buyer in autograph of any added admonition the Aggregation analytic requires from the Buyer in affiliation with any Allotment Annual hereunder, and the Buyer shall promptly accouter such admonition to the Company. The Buyer will as promptly as accessible acquaint the Aggregation of any absolute change in the admonition set alternating in Display A, added than changes in its buying of the Accustomed Stock.

b.    The Buyer agrees to abet with the Aggregation as analytic requested by the Aggregation in affiliation with the alertness and filing of any amendments and supplements to any Allotment Annual hereunder.

5.    EXPENSES OF REGISTRATION.

All reasonable costs of the Company, added than sales or allowance commissions and fees and disbursements of admonition for the Buyer, incurred in affiliation with registrations, filings or abilities pursuant to Sections 2 and 3, including, afterwards limitation, all registration, advertisement and abilities fees, printers and accounting fees, and fees and disbursements of admonition for the Company, shall be paid by the Company.

6.    INDEMNIFICATION.

a.    To the fullest admeasurement able by law, the Aggregation will, and hereby does, indemnify, ascendancy controllable and avert the Buyer, anniversary Person, if any, who controls the Buyer, the members, the directors, officers, partners, employees, agents, assembly of the Buyer and anniversary Person, if any, who controls the Buyer aural the acceptation of the 1933 Act or the Antithesis Barter Act of 1934, as adapted (the “1934 Act”) (each, an “Indemnified Person”), adjoin any third affair losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable and accurate attorneys’ fees, amounts paid in adjustment (with the above-mentioned accord of the Company, such accord not to be foolishly withheld) or reasonable and accurate expenses, (collectively, “Claims”) analytic incurred in investigating, advancing or arresting any action, claim, suit, inquiry, proceeding, assay or abode taken from the aloft by or afore any cloister or governmental, authoritative or added authoritative bureau or anatomy or the SEC, whether awaiting or threatened, whether or not an indemnified affair is or may be a affair thereto

(“Indemnified Damages”), to which any of them may become accountable insofar as such Claims (or accomplishments or proceedings, whether commenced or threatened, in annual thereof) appear out of or are based upon: (i) any apocryphal annual or declared apocryphal annual of a absolute actuality in the Allotment Statement, any New Allotment Annual or any post-effective alteration thereto or in any filing fabricated in affiliation with the accomplishment of the alms beneath the antithesis or added “blue sky” laws of any administration in which Registrable Antithesis are offered (“Blue Sky Filing”), or the blank or declared blank to accompaniment a absolute actuality adapted to be declared therein or all-important to achieve the statements therein not misleading, (ii) any apocryphal annual or declared apocryphal annual of a absolute actuality absolute in the final Announcement or the blank or declared blank to accompaniment therein any absolute actuality all-important to achieve the statements fabricated therein, in ablaze of the affairs beneath which the statements therein were made, not misleading, or (iii) any abuse or declared abuse by the Aggregation of the 1933 Act, the 1934 Act, any added law, including, afterwards limitation, any accompaniment antithesis law, or any aphorism or adjustment thereunder apropos to the activity or auction of the Registrable Antithesis pursuant to the Allotment Annual or any New Allotment Annual or any post-effective alteration thereto (the affairs in the aloft clauses (i) through (iii) being, collectively, “Violations”). The Aggregation shall antithesis anniversary Indemnified Actuality promptly as such costs are incurred and are due and payable, for any reasonable and accurate accustomed fees or added reasonable and accurate costs incurred by them in affiliation with investigating or arresting any such Claim. Admitting annihilation to the adverse absolute herein, the apology acceding absolute in this Section 6(a): (A) shall not administer to a Affirmation by an Indemnified Actuality arising out of or based aloft a Abuse which occurs in assurance aloft and in acquiescence with admonition furnished in autograph to the Aggregation by the Buyer or such Indemnified Actuality especially for use in affiliation with the alertness of the Allotment Statement, any New Allotment Statement, the Announcement or any such alteration thereof or supplement thereto, if such announcement was adapted fabricated accessible by the Company; (B) with annual to any abolished prospectus, shall not accustom to the annual of any such actuality from whom the actuality asserting any such Affirmation purchased the Registrable Antithesis that are the accountable thereof (or to the annual of any added Indemnified Person) if the apocryphal annual or blank of absolute actuality absolute in the abolished announcement was adapted in the revised prospectus, as again adapted or supplemented, if such revised announcement was adapted fabricated accessible by the Aggregation pursuant to Section 3(c) or Section 3(e), and the Indemnified Actuality was promptly brash in autograph not to use the incorrect announcement above-mentioned to the use giving dispatch to a violation; (C) shall not be accessible to the admeasurement such Affirmation is based on a abortion of the Buyer to deliver, or to annual to be delivered, the announcement fabricated accessible by the Company, if such announcement was theretofore fabricated accessible by the Aggregation pursuant to Section 3(c) or Section 3(e); and (D) shall not administer to amounts paid in adjustment of any Affirmation if such adjustment is accomplished afterwards the above-mentioned accounting accord of the Company, which accord shall not be foolishly withheld. Such apology shall abide in abounding force and aftereffect behindhand of any assay fabricated by or on annual of the Indemnified Actuality and shall survive the alteration of the Registrable Antithesis by the Buyer pursuant to Section 8.

b.    In affiliation with the Allotment Statement, any New Allotment Annual or Prospectus, the Buyer agrees to indemnify, ascendancy controllable and defend, to the aforementioned admeasurement and in the aforementioned abode as is set alternating in Section 6(a), the Company, anniversary of its directors, anniversary of its admiral who alive the Shelf Allotment Annual or signs any New Allotment Statement, anniversary Person, if any, who controls the Aggregation aural the acceptation of the 1933 Act or the 1934 Act (collectively and calm with an Indemnified Person, an “Indemnified Party”), adjoin any Affirmation or Indemnified Amercement to which any of them may become subject, beneath the 1933 Act, the 1934 Act or otherwise, insofar as such Affirmation or Indemnified Amercement appear out of or are based aloft any Violation, in anniversary case to the extent, and alone to the extent, that such Abuse occurs in assurance aloft and in acquiescence with accounting admonition about the Buyer set alternating on Display A absorbed hereto or adapted from time to time in autograph by the Buyer and furnished to the Aggregation by the Buyer especially for admittance in the Shelf Allotment Annual or Announcement or any New Allotment Annual or from the abortion of the Buyer to buck or to annual to be delivered the prospectus

made accessible by the Company, if such announcement was adapted fabricated accessible by the Aggregation pursuant to Section 3(c) or Section 3(e); and, accountable to Section 6(d), the Buyer will antithesis any accustomed or added costs analytic incurred by them in affiliation with investigating or arresting any such Claim; provided, however, that the apology acceding absolute in this Section 6(b) and the acceding with annual to accession absolute in Section 7 shall not administer to amounts paid in adjustment of any Affirmation if such adjustment is accomplished afterwards the above-mentioned accounting accord of the Buyer, which accord shall not be foolishly withheld. Such apology shall abide in abounding force and aftereffect and shall survive the alteration of the Registrable Antithesis by the Buyer pursuant to Section 8.

c.    Promptly afterwards abandoning by an Indemnified Actuality or Indemnified Affair beneath this Section 6 of apprehension of the acceptance of any activity or proceeding (including any authoritative activity or proceeding) involving a Claim, such Indemnified Actuality or Indemnified Affair shall, if a Affirmation in annual thereof is to be fabricated adjoin any indemnifying affair beneath this Section 6, buck to the indemnifying affair a accounting apprehension of the acceptance thereof, and the indemnifying affair shall accept the adapted to participate in, and, to the admeasurement the indemnifying affair so desires, accordingly with any added indemnifying affair analogously noticed, to accept ascendancy of the aegis thereof with admonition mutually satisfactory to the indemnifying affair and the Indemnified Actuality or the Indemnified Party, as the case may be, and aloft such notice, the indemnifying affair shall not be accountable to the Indemnified Actuality or Indemnified Affair for any accustomed or added costs afterwards incurred by the Indemnified Actuality or Indemnified Affair in affiliation with the aegis thereof; provided, however, that an Indemnified Actuality or Indemnified Affair (together with all added Indemnified Bodies and Indemnified Parties that may be represented afterwards battle by one counsel) shall accept the adapted to absorb its own admonition with the fees and costs to be paid by the indemnifying party, if, in the reasonable appraisal of admonition retained by the indemnifying party, the representation by such admonition of the Indemnified Actuality or Indemnified Affair and the indemnifying affair would be inappropriate due to absolute or abeyant differing interests amid such Indemnified Actuality or Indemnified Affair and any added affair represented by such admonition in such proceeding. The Indemnified Affair or Indemnified Actuality shall abet with the indemnifying affair in affiliation with any acceding or aegis of any such activity or affirmation by the indemnifying affair and shall accouter to the indemnifying affair all admonition analytic accessible to the Indemnified Affair or Indemnified Actuality which relates to such activity or claim. The indemnifying affair shall accumulate the Indemnified Affair or Indemnified Actuality absolutely acquainted as to the cachet of the aegis or any adjustment negotiations with annual thereto. No indemnifying affair shall be accountable for any adjustment of any action, affirmation or proceeding accomplished afterwards its accounting consent, provided, however, that the indemnifying affair shall not foolishly withhold, adjournment or activity its consent. No indemnifying affair shall, afterwards the accord of the Indemnified Affair or Indemnified Person, accord to access of any acumen or access into any adjustment or added accommodation which does not accommodate as an actual appellation thereof the giving by the appellant or plaintiff to such Indemnified Affair or Indemnified Actuality of a absolution from all accountability in annual to such affirmation or litigation. Afterward apology as provided for hereunder, the indemnifying affair shall be subrogated to all rights of the Indemnified Affair or Indemnified Actuality with annual to all third parties, firms or corporations apropos to the bulk for which apology has been made. The abortion to buck accounting apprehension to the indemnifying affair aural a reasonable time of the acceptance of any such activity shall not abate such indemnifying affair of any accountability to the Indemnified Actuality or Indemnified Affair beneath this Section 6, except to the admeasurement that the indemnifying affair is biased in its adeptness to avert such action.

d.    The apology adapted by this Section 6 shall be fabricated by alternate payments of the bulk thereof during the beforehand of the assay or defense, as and back bills are accustomed or Indemnified Amercement are incurred. Any actuality accepting a acquittal pursuant to this Section 6 which actuality is afterwards bent to not be advantaged to such acquittal shall acknowledgment such acquittal (including acceding of expenses) to the actuality authoritative it.

e.    The apology agreements absolute herein shall be in accession to (i) any annual of activity or agnate adapted of the Indemnified Affair or Indemnified Actuality adjoin the indemnifying affair or others, and (ii) any liabilities the indemnifying affair may be accountable to pursuant to the law.

7.    CONTRIBUTION.

To the admeasurement any apology by an indemnifying affair is banned or apprenticed by law, the indemnifying affair agrees to achieve the best accession with annual to any amounts for which it would contrarily be accountable beneath Section 6 to the fullest admeasurement able by law; provided, however, that: (i) no abettor of Registrable Antithesis accusable of counterfeit bribery (within the acceptation of Section 11(f) of the 1933 Act) shall be advantaged to accession from any affair who was not accusable of counterfeit misrepresentation; and (ii) accession by any abettor of Registrable Antithesis shall be apprenticed in bulk to the net bulk of gain accustomed by such abettor from the auction of such Registrable Securities.

8.    ASSIGNMENT OF REGISTRATION RIGHTS.

The Aggregation shall not accredit this Acceding or any rights or obligations hereunder afterwards the above-mentioned accounting accord of the Buyer; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, costs or otherwise, whereby the Aggregation charcoal the actual article anon afterwards such transaction shall not be accounted an assignment. The Buyer may not accredit its rights beneath this Acceding afterwards the above-mentioned accounting accord of the Company.

9.    AMENDMENT OF REGISTRATION RIGHTS.

Provisions of this Acceding may be adapted and the acknowledgment thereof may be waived (either about or in a accurate instance and either retroactively or prospectively) alone with the accounting accord of the Aggregation and the Buyer.

10.    MISCELLANEOUS.

a.    Any notices, consents, waivers or added communications adapted or able to be accustomed beneath the acceding of this Acceding charge be in autograph and will be accounted to accept been delivered: (i) aloft receipt, back delivered personally; (ii) aloft receipt, back beatific by facsimile (provided acceptance of manual is mechanically or electronically generated and kept on book by the sending party); (iii) aloft receipt, back beatific by cyberbanking bulletin (provided the almsman responds to the bulletin and acceptance of both cyberbanking belletrist are kept on book by the sending party); or (iv) one (1) Business Day afterwards adapted drop with a nationally accustomed brief charge service, in anniversary case appropriately addressed to the affair to accept the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Novan, Inc.

4105 Hopson Road

Morrisville, NC 27560

Telephone:    [***]

Facsimile:    [***]

Attention:     Chief Controlling Officer

Email:        [***]

With a archetype (which shall not accumulated notice) to:

Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

150 Fayetteville Street, Suite 2300

Raleigh, NC 27601

Telephone:     [***]    

Facsimile:     [***]    

Attention:     Gerald F. Roach    

Email:         [***]

If to the Buyer:

Aspire Basic Fund, LLC

155 North Wacker Drive, Suite 1600

Chicago, IL 60606

Telephone:    [***]

Facsimile:    [***]

Attention:    Steven G. Martin

Email:        [***]

With a archetype (which shall not accumulated notice) to:

Morrison & Foerster LLP

2000 Pennsylvania Avenue, NW, Suite 6000

Washington, DC 20006

Telephone:    [***]

Facsimile:    [***]

Attention:    David M. Lynn, Esq.

Email:        [***]

or at such added abode and/or facsimile cardinal and/or to the absorption of such added actuality as the almsman affair has authentic by accounting apprehension accustomed to anniversary added affair at atomic one (1) Business Day above-mentioned to the capability of such change. Accounting acceptance of abandoning (A) accustomed by the almsman of such notice, consent, abandonment or added communication, (B) mechanically or electronically generated by the sender’s facsimile apparatus absolute the time, date, and almsman facsimile number, (C) electronically generated by the sender’s cyberbanking mail absolute the time, date and almsman email abode or (D) provided by a nationally accustomed brief charge service, shall be rebuttable affirmation of abandoning in accordance with article (i), (ii), (iii) or (iv) above, respectively. Any affair to this Acceding may accord any apprehension or added admonition hereunder appliance any added bureau (including abettor service, accustomed mail or cyberbanking mail), but no such apprehension or added admonition shall be accounted to accept been appropriately accustomed unless it absolutely is accustomed by the affair for whom it is intended.

b.    No abortion or adjournment in the exercise of any power, adapted or advantage hereunder shall achieve as a abandonment thereof, nor shall any distinct or fractional exercise of any such power, adapted or advantage avert added or added exercise thereof or of any added right, adeptness or privilege.

c.    The accumulated laws of the Accompaniment of Delaware shall administer all issues apropos the about rights of the Aggregation and its stockholders. All added questions apropos the construction, validity, administration and estimation of this Acceding shall be absolute by the centralized laws of the Accompaniment of Illinois, afterwards giving aftereffect to any best of law or battle of law accouterment or aphorism (whether of the Accompaniment of Illinois or any added jurisdictions) that would annual the appliance of the laws of any jurisdictions added than the Accompaniment of Illinois. Anniversary affair hereby assuredly submits to the absolute administration of the accompaniment and federal courts sitting in the City of Chicago for the acknowledgment of any altercation hereunder or in affiliation herewith or with any transaction brash hereby or discussed herein, and hereby assuredly waives, and agrees not to advance in any suit, activity or proceeding, any affirmation that it is not alone accountable to the administration of any such court, that such suit, activity or proceeding is brought in an annoying arrangement or that the area of such suit, activity or proceeding is improper. Anniversary affair hereby assuredly waives claimed annual of activity and consents to activity actuality served in any such suit, activity or proceeding by charge a archetype thereof to such affair at the abode for such notices to it beneath this Acceding and agrees that such annual shall accumulated able and able annual of activity and apprehension thereof. Nothing absolute herein shall be accounted to absolute in any way any adapted to serve activity in any abode able by law. If any accouterment of this Acceding shall be invalid or unenforceable in any jurisdiction, such affliction or unenforceability shall not affect the ascendancy or enforceability of the butt of this Acceding in that administration or the ascendancy or enforceability of any accouterment of this Acceding in any added jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

d.    This Agreement, the Acquirement Acceding and the added Transaction Abstracts accumulated the absolute compassionate amid the parties hereto with annual to the accountable bulk hereof and thereof. There are no restrictions, promises, warranties or undertakings, added than those set alternating or referred to herein and therein. This Agreement, the Acquirement Acceding and the added Transaction Abstracts abandon all added above-mentioned articulate or accounting agreements amid the Buyer, the Company, their affiliates and bodies acting on their annual with annual to the accountable bulk hereof and thereof.

e.    Subject to the requirements of Section 8, this Acceding shall accustom to the annual of and be bounden aloft the able breed and assigns of anniversary of the parties hereto.

f.    The headings in this Acceding are for accessibility of advertence and shall not anatomy allotment of, or affect the estimation of, this Agreement.

g.    This Acceding may be accomplished in two or added identical counterparts, all of which shall be brash one and the aforementioned acceding and shall become able back counterparts accept been alive by anniversary affair and delivered to the added party; provided that a facsimile or pdf (or added cyberbanking reproduction of a) signature shall be brash due beheading and shall be bounden aloft the attestant thereto with the aforementioned force and aftereffect as if the signature were an original, not a facsimile or pdf (or added cyberbanking reproduction of a) signature.

h.    Each affair shall do and perform, or annual to be done and performed, all such added acts and things, and shall assassinate and buck all such added agreements, certificates, instruments and

documents as the added affair may analytic abode in adjustment to backpack out the absorbed and achieve the purposes of this Acceding and the cleanup of the affairs brash hereby.

i.    The accent acclimated in this Acceding will be accounted to be the accent called by the parties to accurate their alternate absorbed and no rules of austere architecture will be activated adjoin any party.

j.    This Acceding is brash for the annual of the parties hereto and their corresponding able breed and assigns, and is not for the annual of, nor may any accouterment hereof be activated by, any added Person.

* * * * * *

IN WITNESS WHEREOF, the parties accept acquired this Allotment Rights Acceding to be appropriately accomplished as of day and year aboriginal aloft written.

THE COMPANY:

NOVAN, INC.

By: /s/ Paula Brown Stafford   

Name: Paula Brown Stafford

Title: Admiral & CEO

BUYER:

ASPIRE CAPITAL FUND, LLC

BY: ASPIRE CAPITAL PARTNERS, LLC

BY: SGM HOLDINGS CORP.

By:   /s/ Steven G. Martin       

Name: Steven G. Martin

Title: President

EXHIBIT A

Information About The Buyer Furnished To The Aggregation By The Buyer

Expressly For Use In Affiliation With The Allotment Annual and Prospectus

Aspire Basic Ally LLC (“Aspire Partners”) is the Managing Member of Aspire Basic Fund, LLC (“Aspire Fund”). SGM Holdings Corp (“SGM”) is the Managing Member of Aspire Partners. Mr. Steven G. Martin (“Mr. Martin”) is the admiral and sole actor of SGM, as able-bodied as a arch of Aspire Partners. Mr. Erik J. Brown (“Mr. Brown”) is the admiral and sole actor of Red Cedar Basic Corp (“Red Cedar”), which is a arch of Aspire Partners. Mr. Christos Komissopoulos (“Mr. Komissopoulos”) is admiral and sole actor of Chrisko Investors Inc. (“Chrisko”), which is a arch of Aspire Partners. Mr. William F. Blank, III (“Mr. Blank”) is admiral and sole actor of WML Ventures Corp. (“WML Ventures”), which is a arch of Aspire Partners. Anniversary of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank may be accounted to be a benign buyer of accustomed banal captivated by Aspire Fund. Anniversary of Aspire Partners, SGM, Red Cedar, Chrisko, WML Ventures, Mr. Martin, Mr. Brown, Mr. Komissopoulos and Mr. Blank disclaims benign buying of the accustomed banal captivated by Aspire Fund.

Exhibit 5.1

SMITH, ANDERSON, BLOUNT, DORSETT,

MITCHELL & JERNIGAN, L.L.P.

OFFICES

Wells Fargo Capitol Center

150 Fayetteville Street, Suite 2300

Raleigh, North Carolina 27601

—————

        July 22, 2020

MAILING ADDRESS

P.O. Box 2611

Raleigh, North Carolina

27602-2611

—————

TELEPHONE: (919) 821-1220

   FACSIMILE: (919) 821-6800

Novan, Inc.

4105 Hopson Road

Morrisville, North Carolina 27560

Re:    Novan, Inc.

Ladies and Gentlemen:

We accept acted as admonition to Novan, Inc., a Delaware affiliation (the “Company”), in affiliation with the arising and auction by the Aggregation from time to time of shares of its accustomed stock, par bulk $0.0001 per allotment (“Common Stock”), accepting an accumulated alms bulk of up to $30,000,000 (the “Purchase Shares”), and an added 1,000,000 shares of Accustomed Banal (the “Commitment Shares,” and calm with the Acquirement Shares, the “Shares”), pursuant to a accustomed banal acquirement agreement, anachronous July 21, 2020 (the “Purchase Agreement”), by and amid the Aggregation and Aspire Basic Fund, LLC.

This appraisal letter is actuality furnished in accordance with the requirements of Item 601(b)(5)(i) of Adjustment S-K.

We accept advised (i) the Allotment Annual on Anatomy S-3 (File No. 333-236583) (the “Registration Statement”), declared able by the Antithesis and Barter Commission (the “Commission”) beneath the Antithesis Act of 1933, as adapted (the “Securities Act”), on April 10, 2020, including the accompanying announcement included in the Allotment Annual (the “Base Prospectus”), (ii) a prospectus supplement anachronous July 22, 2020, filed with the Commission pursuant to Aphorism 424(b) promulgated beneath the Antithesis Act (together with the Abject Prospectus, the “Prospectus”), (iii) the Acquirement Agreement, (iv) the Restated Affidavit of Assimilation of the Company, (v) the Adapted and Restated Bylaws of the Company, (vi) resolutions of the lath of admiral of the Aggregation and its committees which accept heretofore been accustomed and, in anniversary case, which chronicle to the auction and arising of the Shares and the accomplishments taken, or to be taken, in affiliation with the Acquirement Agreement; (vii) such added abstracts and affairs of law and fact, in anniversary case, as we, in our able judgment, accept accounted adapted to cede the opinions absolute herein.

In our examination, we accept afflicted the accustomed accommodation of accustomed persons, the actuality of all signatures, the actuality of all abstracts submitted to us as originals, the befitting to originals of all abstracts submitted to us as certified copies or photocopies, and the actuality of originals of such closing documents. With annual to assertive facts, we accept brash it adapted to await aloft certificates or added commensurable abstracts of accessible admiral and admiral or added adapted assembly of the Company, afterwards assay or assay of any basal abstracts absolute therein

Based aloft and accountable to the aloft and the added assumptions, limitations and abilities hereinafter expressed, it is our appraisal that aloft arising and charge of the Shares as authentic in and in accordance with the Acquirement Agreement, including, afterwards limitation, the acquittal in abounding of the applicable

Novan, Inc.

July 22, 2020

Page 2

consideration therefor, and aloft either (A) the countersigning of certificates apery the Shares by a appropriately accustomed attestant of the Company’s abettor for Accustomed Banal or (B) the book access of such Shares by the alteration abettor for the Accustomed Stock, the Shares will be validly issued, absolutely paid and nonassessable.

We accurate no appraisal as to any bulk added than as especially set alternating above, and no opinion, added than the appraisal accustomed herein, may be accustomed or adumbrated herefrom. The appraisal herein is apprenticed to affairs absolute by the Delaware Accustomed Affiliation Law, and no appraisal is bidding herein as to the laws of any added jurisdiction. The appraisal herein does not extend to acquiescence with federal or accompaniment antithesis laws apropos to the activity or auction of the Shares.

Our appraisal herein is as of the date hereof, and we undertake no obligation to admonish you of any changes in applicative law or any added affairs that may appear to our absorption afterwards the date hereof that may affect our appraisal bidding herein.

We hereby accord to the filing of this appraisal in accordance with the requirements of Item 601(b)(5) of Adjustment S-K promulgated beneath the Antithesis Act with the Commission as an display to the Accepted Abode on Anatomy 8-K to be filed by the Aggregation in affiliation with the arising and auction of the Shares and to the use of our name in the Announcement beneath the explanation “Legal Matters.” Such accord shall not be accounted to be an acceptance that our abutting is aural the class of bodies whose accord is adapted beneath Section 7 of the Antithesis Act or the regulations promulgated pursuant to the Antithesis Act.

Sincerely yours,

SMITH, ANDERSON, BLOUNT,

DORSETT, MITCHELL & JERNIGAN, L.L.P.

/s/ Smith, Anderson, Blount,

Dorsett, Mitchell & Jernigan, L.L.P.

Exhibit 10.1

Execution Version

COMMON STOCK PURCHASE AGREEMENT

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), anachronous as of July 21, 2020 by and amid NOVAN, INC., a Delaware affiliation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois apprenticed accountability aggregation (the “Buyer”). Capitalized acceding acclimated herein and not contrarily authentic herein are authentic in Section 10 hereof.

WHEREAS:

Subject to the acceding and altitude set alternating in this Agreement, the Aggregation wishes to advertise to the Buyer, and the Buyer wishes to buy from the Company, up to Thirty Actor Dollars ($30,000,000) of the Company’s accustomed stock, par bulk $0.0001 per allotment (the “Common Stock”). The shares of Accustomed Banal to be purchased hereunder are referred to herein as the “Purchase Shares.”

NOW THEREFORE, the Aggregation and the Buyer hereby accede as follows:

1.

PURCHASE OF COMMON STOCK.

Subject to the acceding and altitude set alternating in this Agreement, the Aggregation has the adapted to advertise to the Buyer, and the Buyer has the obligation to acquirement from the Company, Acquirement Shares as follows:

(a)    Initial Purchase; Acceptance of Purchases of Accustomed Stock. Anon aloft Commencement, the Buyer shall acquirement from the Aggregation 5,555,555 Acquirement Shares and aloft abandoning of such Acquirement Shares shall pay to the Aggregation as the acquirement bulk therefor, via wire transfer, Bristles Actor Dollars ($5,000,000) (such acquirement the “Initial Purchase” and such Acquirement Shares are referred to herein as “Initial Acquirement Shares”). Aloft arising and acquittal therefor as provided herein, such Antecedent Acquirement Shares shall be validly issued and absolutely paid and non-assessable. Thereafter, the acquirement and auction of Acquirement Shares hereunder shall activity from time to time aloft accounting notices by the Aggregation to the Buyer on the acceding and altitude as set alternating herein afterward the achievement of the altitude (the “Commencement”) as set alternating in Sections 6 and 7 beneath (the date of achievement of such conditions, the “Commencement Date”).

(b)    The Company’s Adapted to Crave Regular Purchases. Accountable to the acceding and altitude of this Agreement, on any accustomed Business Day afterwards the Acceptance Date, the Aggregation shall accept the adapted but not the obligation to absolute the Buyer by its charge to the Buyer of a Acquirement Apprehension from time to time, and the Buyer thereupon shall accept the obligation, to buy the cardinal of Acquirement Shares authentic in such notice, up to 300,000 Acquirement Shares, on such Business Day (as continued as such apprehension is delivered on or afore 5:00 p.m. Eastern time on such Business Day) (each such purchase, a “Regular Purchase”) at the Acquirement Bulk on the Acquirement Date; however, in no accident shall the Acquirement Bulk of a Regular Acquirement beat Bristles Hundred Thousand Dollars ($500,000) per Business Day, unless the Buyer and the Aggregation mutually agree. The Aggregation and the Buyer may mutually accede to access the cardinal of Acquirement Shares that may be awash per Regular Acquirement to as abundant as an added 2,000,000 Acquirement Shares per Business Day. The Aggregation may buck added Acquirement Notices to the Buyer from time to time so continued as the best contempo acquirement has been completed. The allotment amounts in this Section 1(b) shall be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction.

(c)    VWAP Purchases. Accountable to the acceding and altitude of this Agreement, in accession to purchases of Acquirement Shares as declared in Section 1(b) above, with one Business Day’s above-mentioned written

notice (as continued as such apprehension is delivered on or afore 5:00 p.m. Eastern time on the Business Day anon above-mentioned the VWAP Acquirement Date), the Aggregation shall additionally accept the adapted but not the obligation to absolute the Buyer by the Company’s charge to the Buyer of a VWAP Acquirement Apprehension from time to time, and the Buyer thereupon shall accept the obligation, to buy the VWAP Acquirement Allotment Allotment of the trading accumulated of the Accustomed Banal on the VWAP Acquirement Date up to the VWAP Acquirement Allotment Accumulated Best on the VWAP Acquirement Date (each such purchase, a “VWAP Purchase”) at the VWAP Acquirement Price. The Aggregation may buck a VWAP Acquirement Apprehension to the Buyer on or afore 5:00 p.m. Eastern time on a date on which the Aggregation additionally submitted a Acquirement Apprehension for a Regular Acquirement of at atomic 300,000 Acquirement Shares to the Buyer. The allotment bulk in the above-mentioned book shall be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal split, or added agnate transaction. A VWAP Acquirement shall automatically be accounted completed at such time on the VWAP Acquirement Date that the Auction Bulk avalanche beneath the VWAP Minimum Bulk Threshold; in such circumstance, the VWAP Acquirement Bulk shall be afflicted appliance (i) the VWAP Acquirement Allotment Allotment of the accumulated shares traded on the Arch Bazaar for such allocation of the VWAP Acquirement Date above-mentioned to the time that the Auction Bulk fell beneath the VWAP Minimum Bulk Threshold and (ii) a VWAP Acquirement Bulk afflicted appliance the accumulated abounding boilerplate bulk of Accustomed Banal awash during such allocation of the VWAP Acquirement Date above-mentioned to the time that the Auction Bulk fell beneath the VWAP Minimum Bulk Threshold. Anniversary VWAP Acquirement Apprehension charge be accompanied by instructions to the Company’s Alteration Abettor to anon affair to the Buyer an bulk of Accustomed Banal according to the VWAP Acquirement Allotment Estimate, a able acceptance appraisal by the Aggregation of the cardinal of Acquirement Shares that the Buyer shall accept the obligation to buy pursuant to the VWAP Acquirement Notice. In no accident shall the Buyer, pursuant to any VWAP Purchase, acquirement a cardinal of Acquirement Shares that exceeds the VWAP Acquirement Allotment Appraisal issued on the VWAP Acquirement Date in affiliation with such VWAP Acquirement Notice; however, the Buyer will anon acknowledgment to the Aggregation any bulk of Accustomed Banal issued pursuant to the VWAP Acquirement Allotment Appraisal that exceeds the cardinal of Acquirement Shares the Buyer absolutely purchases in affiliation with such VWAP Purchase. Aloft achievement of anniversary VWAP Acquirement Date, the Buyer shall abide to the Aggregation a acceptance of the VWAP Acquirement in anatomy and actuality analytic able to the Company. The Aggregation may buck added VWAP Acquirement Notices to the Buyer from time to time so continued as the best contempo acquirement has been completed.

(d)    Payment for Acquirement Shares. For anniversary Regular Purchase, the Buyer shall pay to the Aggregation an bulk according to the Acquirement Bulk as abounding acquittal for such Acquirement Shares via wire alteration of anon accessible funds on the aforementioned Business Day that the Buyer receives such Acquirement Shares. For anniversary VWAP Purchase, the Buyer shall pay to the Aggregation an bulk according to the VWAP Acquirement Bulk as abounding acquittal for such Acquirement Shares via wire alteration of anon accessible funds on the added Business Day afterward the VWAP Acquirement Date. All payments fabricated beneath this Acceding shall be fabricated in allowable money of the United States of America via wire alteration of anon accessible funds to such annual as the Aggregation may from time to time baptize by accounting apprehension in accordance with the accoutrement of this Agreement. Whenever any bulk bidding to be due by the acceding of this Acceding is due on any day that is not a Business Day, the aforementioned shall instead be due on the abutting afterwards day that is a Business Day.

(e)    Purchase Bulk Floor. The Aggregation and the Buyer shall not aftereffect any sales beneath this Acceding on any Acquirement Date area the Closing Auction Bulk is beneath than the Floor Price. “Floor Price” bureau $0.15 per allotment of Accustomed Stock, which shall not be adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction.

(f)    Records of Purchases. The Buyer and the Aggregation shall anniversary beforehand annal assuming the actual Accessible Bulk at any accustomed time and the dates and Acquirement Amounts for anniversary purchase,

or shall use such added adjustment analytic satisfactory to the Buyer and the Aggregation to accommodate the actual Accessible Amount.

(g)    Taxes. The Aggregation shall pay any and all transfer, brand or agnate taxes that may be payable with annual to the arising and charge of any shares of Accustomed Banal to the Buyer fabricated beneath this Agreement.

(h)    Compliance with Arch Bazaar Rules. Admitting annihilation in this Acceding to the contrary, and in accession to the limitations set alternating in Section 1(e), the absolute cardinal of shares of Accustomed Banal that may be issued beneath this Agreement, including the Charge Shares (as authentic in Section 4(e) hereof), shall be apprenticed to 25,433,642 shares of Accustomed Banal (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares of Accustomed Banal as of the date hereof, unless stockholder approval is acquired to affair added than such 19.99%. The Barter Cap shall be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction. The aloft limitation shall not administer if stockholder approval has not been acquired and at any time the Barter Cap is accomplished and at all times thereafter the boilerplate bulk paid for all shares of Accustomed Banal issued beneath this Acceding is according to or greater than $0.5907 (the “Minimum Price”), a bulk according to the lower of (1) the Closing Auction Bulk anon above-mentioned the beheading of this Acceding or (2) the accession boilerplate of the bristles (5) Closing Auction Prices for the Accustomed Banal anon above-mentioned the beheading of this Acceding (in such circumstance, for purposes of the Arch Market, the transaction brash hereby would not be “below market” and the Barter Cap would not apply). The Minimum Bulk shall be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction. Admitting the foregoing, the Aggregation shall not be adapted or able to issue, and the Buyer shall not be adapted to purchase, any shares of Accustomed Banal beneath this Acceding if such arising would aperture the Company’s obligations beneath the rules or regulations of the Arch Market. The Aggregation may, in its sole discretion, actuate whether to access stockholder approval to affair added than 19.99% of its outstanding shares of Accustomed Banal hereunder if such arising would crave stockholder approval beneath the rules or regulations of the Arch Market.

(i)    Beneficial Buying Limitation. The Aggregation shall not issue, and the Buyer shall not acquirement any shares of Accustomed Banal beneath this Agreement, if such shares proposed to be issued and sold, back aggregated with all added shares of Accustomed Banal again endemic beneficially (as afflicted pursuant to Section 13(d) of the Antithesis Barter Act of 1934, as adapted (the “1934 Act”) and Aphorism 13d-3 promulgated thereunder) by the Buyer and its affiliates would aftereffect in the benign buying by the Buyer and its affiliates of added than 19.99% of the again issued and outstanding shares of Accustomed Stock.

2.    BUYER’S REPRESENTATIONS AND WARRANTIES.

The Buyer represents and warrants to the Aggregation that as of the date hereof and as of the Acceptance Date:

(a)    Investment Purpose. The Buyer is entering into this Acceding and accepting the Charge Shares and the Acquirement Shares (the Acquirement Shares and the Charge Shares are collectively referred to herein as the “Securities”), for its own annual for advance alone and not with a appearance towards, or for resale in affiliation with, the accessible auction or administration thereof; provided however, by authoritative the representations herein, the Buyer does not accede to ascendancy any of the Antithesis for any minimum or added specific term.

(b)    Accredited Investor Status. The Buyer is an “accredited investor” as that appellation is authentic in Aphorism 501(a)(3) of Adjustment D of the 1933 Act.

(c)    [Intentionally Omitted.]

(d)    Information. The Buyer has been furnished with all abstracts apropos to the business, affairs and operations of the Aggregation and abstracts apropos to the activity and auction of the Antithesis that accept been analytic requested by the Buyer, including, afterwards limitation, the SEC Abstracts (as authentic in Section 3(f) hereof). The Buyer understands that its advance in the Antithesis involves a aerial bulk of risk. The Buyer (i) is able to buck the bread-and-butter accident of an advance in the Antithesis including a absolute loss, (ii) has such adeptness and acquaintance in banking and business affairs that it is able of evaluating the affirmation and risks of the proposed advance in the Antithesis and (iii) has had an befalling to ask questions of and accept answers from the admiral of the Aggregation apropos the banking activity and business of the Aggregation and added affairs accompanying to an advance in the Securities. Neither such inquiries nor any added due activity investigations conducted by the Buyer or its assembly shall modify, alter or affect the Buyer’s adapted to await on the Company’s representations and warranties absolute in Section 3 below. The Buyer has accustomed such accounting, accustomed and tax admonition as it has brash all-important to achieve an abreast advance accommodation with annual to its accretion of the Securities.

(e)    No Authoritative Review. The Buyer understands that no United States federal or accompaniment bureau or any added government or authoritative bureau has anesthetized on or fabricated any advocacy or endorsement of the Antithesis or the candor or adequacy of the advance in the Antithesis nor accept such authorities anesthetized aloft or accustomed the affirmation of the alms of the Securities.

(f)    [Intentionally Omitted.]

(g)    Organization. The Buyer is a apprenticed accountability aggregation appropriately organized and validly absolute in able continuing beneath the laws of the administration in which it is organized, and has the requisite authoritative adeptness and ascendancy to own its backdrop and to backpack on its business as now actuality conducted.

(h)    Validity; Enforcement. This Acceding has been appropriately and validly authorized, accomplished and delivered on annual of the Buyer and is a accurate and bounden acceding of the Buyer acknowledged adjoin the Buyer in accordance with its terms, accountable as to enforceability to (i) accustomed attempt of disinterestedness and to applicative bankruptcy, insolvency, reorganization, moratorium, defalcation and added agnate laws apropos to, or affecting generally, the administration of applicative creditors’ rights and remedies and (ii) accessible activity basal any law, aphorism or adjustment (including any federal or accompaniment antithesis law, aphorism or regulation) with commendations to indemnification, accession or exculpation. The beheading and charge of the Transaction Abstracts (as authentic in Section 3(b) hereof) by the Buyer and the cleanup by it of the affairs brash hereby and thereby do not battle with the Buyer’s affidavit of alignment or operating acceding or agnate documents, and do not crave added accord or allotment by the Buyer, its managers or its members.

(i)    Residency. The Buyer is a citizen of the Accompaniment of Illinois.

(j)    No Above-mentioned Abbreviate Selling. The Buyer represents and warrants to the Aggregation that at no time above-mentioned to the date of this Acceding has any of the Buyer, its agents, assembly or affiliates affianced in or effected, in any abode whatsoever, anon or indirectly, any (i) “short sale” (as such appellation is authentic in

Section 242.200 of Adjustment SHO of the 1934 Act) of the Accustomed Banal or (ii) ambiguity transaction, which establishes a net abbreviate position with annual to the Accustomed Stock.

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Aggregation represents and warrants to the Buyer that as of the date hereof and as of the Acceptance Date:

(a)    Organization and Qualification. The Aggregation and its “Subsidiaries” (which for purposes of this Acceding bureau any article in which the Company, anon or indirectly, owns added than 50% of the voting banal or basic banal or added agnate disinterestedness interests) are corporations or apprenticed accountability companies appropriately organized and validly absolute in able continuing beneath the laws of the administration in which they are congenital or organized, and accept the requisite accumulated or authoritative adeptness and ascendancy to own their backdrop and to backpack on their business as now actuality conducted. Anniversary of the Aggregation and its Subsidiaries is appropriately able as a adopted affiliation or apprenticed accountability aggregation to do business and is in able continuing in every administration in which its buying of acreage or the attributes of the business conducted by it makes such accomplishment necessary, except to the admeasurement that the abortion to be so able or be in able continuing could not analytic be accustomed to accept a Absolute Adverse Effect. As acclimated in this Agreement, “Material Adverse Effect” bureau any absolute adverse aftereffect on any of: (i) the business, properties, assets, operations, after-effects of operations or banking activity of the Aggregation and its Subsidiaries, if any, taken as a whole, or (ii) the ascendancy or adeptness of the Aggregation to achieve its obligations beneath the Transaction Documents. The Aggregation has no absolute Subsidiaries except as set alternating on Schedule 3(a).

(b)    Authorization; Enforcement; Validity. (i) The Aggregation has the requisite accumulated adeptness and ascendancy to access into and achieve its obligations beneath this Agreement, the Allotment Rights Acceding and anniversary of the added agreements entered into by the parties on the Acceptance Date and absorbed hereto as exhibits to this Acceding (collectively, the “Transaction Documents”), and to affair the Antithesis in accordance with the acceding hereof and thereof, (ii) the beheading and charge of the Transaction Abstracts by the Aggregation and the cleanup by it of the affairs brash hereby and thereby, including afterwards limitation, the arising of the Charge Shares and the catch for arising and the arising of the Acquirement Shares issuable beneath this Agreement, accept been appropriately accustomed by the Company’s Lath of Admiral or appropriately accustomed lath thereof, do not battle with the Company’s Affidavit of Assimilation or Bylaws (as authentic below), and do not crave added accord or allotment by the Company, its Lath of Directors, except as set alternating in this Agreement, or its stockholders (other than as brash by Section 1(h) hereof), (iii) this Acceding has been, and anniversary added Transaction Affidavit shall be on the Acceptance Date, appropriately accomplished and delivered by the Aggregation and (iv) this Acceding constitutes, and anniversary added Transaction Affidavit aloft its beheading on annual of the Company, shall constitute, the accurate and bounden obligations of the Aggregation acknowledged adjoin the Aggregation in accordance with their terms, except as such enforceability may be apprenticed by (y) accustomed attempt of disinterestedness or applicative bankruptcy, insolvency, reorganization, moratorium, defalcation or agnate laws apropos to, or affecting generally, the administration of creditors’ rights and remedies and (z) accessible activity basal any law, aphorism or adjustment (including any federal or accompaniment antithesis law, aphorism or regulation) with commendations to indemnification, accession or exculpation. The Lath of Admiral of the Aggregation or appropriately accustomed lath thereof has accustomed the resolutions (the “Signing Resolutions”) essentially in the anatomy as set alternating as Display B absorbed hereto to accredit this Acceding and the affairs brash hereby. The Signing Resolutions are valid, in abounding force and aftereffect and accept not been adapted or supplemented in any absolute respect. The Aggregation has delivered to the Buyer a accurate and absolute archetype of the Signing Resolutions as accustomed by the Lath of Admiral of the Aggregation or an adapted Lath committee.

(c)    Capitalization. As of the date hereof, the accustomed basic banal of the Aggregation consists of (i) 200,000,000 shares of Accustomed Stock, par bulk $0.0001, of which as of the date hereof, 127,231,827 shares are issued and outstanding, 9,500 shares are captivated as treasury shares, 3,138,600 shares are aloof for approaching arising pursuant to the Company’s disinterestedness allurement affairs and standalone attraction banal advantage grants, of which about 563,603 shares abide accessible for approaching advantage grants or banal awards, and 13,964,765 shares are issuable and aloof for arising pursuant to antithesis (other than banal options or disinterestedness based awards issued pursuant to the Company’s banal allurement affairs and standalone attraction banal advantage grants) exercisable or changeable for, or convertible into, shares of Accustomed Stock, and (ii) 10,000,000 shares of adopted stock, with per allotment defalcation preferences set alternating on Schedule 3(c), of which as of the date hereof aught shares are issued and outstanding. All of such outstanding shares accept been, or aloft arising will be, validly issued and are absolutely paid and non-assessable. Except as appear in Schedule 3(c), (i) no shares of the Company’s basic banal are accountable to preemptive rights or any added agnate rights or any liens or encumbrances suffered or able by the Company, (ii) there are no outstanding debt antithesis of the Aggregation or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any appearance whatsoever apropos to, or antithesis or rights convertible into, any shares of basic banal of the Aggregation or any of its Subsidiaries, or contracts, commitments, understandings or arrange by which the Aggregation or any of its Subsidiaries is or may become apprenticed to affair added shares of basic banal of the Aggregation or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any appearance whatsoever apropos to, or antithesis or rights convertible into, any shares of basic banal of the Aggregation or any of its Subsidiaries, (iv) there are no absolute agreements or arrange beneath which the Aggregation or any of its Subsidiaries is answerable to annals the auction of any of their antithesis beneath the 1933 Act (except the Allotment Rights Agreement), (v) there are no outstanding antithesis or instruments of the Aggregation or any of its Subsidiaries which accommodate any accretion or agnate provisions, and there are no contracts, commitments, understandings or arrange by which the Aggregation or any of its Subsidiaries is or may become apprenticed to redeem a aegis of the Aggregation or any of its Subsidiaries, (vi) there are no antithesis or instruments absolute anti-dilution or agnate accoutrement that will be triggered by the arising of the Antithesis as declared in this Acceding and (vii) the Aggregation does not accept any banal acknowledgment rights or “phantom stock” affairs or agreements or any agnate plan or agreement. The Aggregation has furnished or fabricated accessible to the Buyer accurate and absolute copies of the Company’s Affidavit of Incorporation, as adapted and as in aftereffect on the date hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as adapted and as in aftereffect on the date hereof (the “Bylaws”).

(d)    Issuance of Securities. The Charge Shares and the Antecedent Acquirement Shares accept been appropriately accustomed and, aloft arising in accordance with the acceding hereof, the Charge Shares and the Antecedent Acquirement Shares shall be (i) validly issued, absolutely paid and non-assessable and (ii) chargeless from all taxes, liens and accuse with annual to the arising thereof. Aloft arising and acquittal accordingly in accordance with the acceding and altitude of this Agreement, the Acquirement Shares shall be validly issued, absolutely paid and non-assessable and chargeless from all taxes, liens and accuse with annual to the affair thereof, with the holders actuality advantaged to all rights accorded to a holder of Accustomed Stock.

(e)    No Conflicts. Except as appear in Schedule 3(e), the execution, charge and achievement of the Transaction Abstracts by the Aggregation and the cleanup by the Aggregation of the affairs brash hereby and thereby (including, afterwards limitation, the catch for arising and arising of the Acquirement Shares) will not (i) aftereffect in a abuse of the Affidavit of Incorporation, any Affidavit of Designations, Preferences and Rights of any outstanding alternation of adopted banal of the Aggregation or the Bylaws or (ii) battle with, or accumulated a absence (or an accident which with apprehension or blooper of time or both would become a default) under, or accord to others any rights of termination, amendment, dispatch or abandoning of, any agreement, acknowledgment or apparatus to which the Aggregation or any of its Subsidiaries is

a party, or result, to the Company’s knowledge, in a abuse of any law, rule, regulation, order, acumen or decree (including federal and accompaniment antithesis laws and regulations and the rules and regulations of the Arch Bazaar applicative to the Aggregation or any of its Subsidiaries) or by which any acreage or asset of the Aggregation or any of its Subsidiaries is apprenticed or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations beneath article (ii), which could not analytic be accustomed to aftereffect in a Absolute Adverse Effect. Except as appear in Schedule 3(e), neither the Aggregation nor its Subsidiaries is in abuse of any appellation of or in absence beneath its Affidavit of Incorporation, any Affidavit of Designation, Preferences and Rights of any outstanding alternation of adopted banal of the Aggregation or Bylaws or their authoritative allotment or bylaws, respectively. Except as appear in Schedule 3(e), neither the Aggregation nor any of its Subsidiaries is in abuse of any appellation of or is in absence beneath any absolute contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or adjustment or any statute, aphorism or adjustment applicative to the Aggregation or its Subsidiaries, except for accessible violations, defaults, terminations or amendments that would not analytic be accustomed to accept a Absolute Adverse Effect. The business of the Aggregation and its Subsidiaries is not actuality conducted, and shall not be conducted, in abuse of any law, ordinance, or adjustment of any authoritative entity, except for accessible violations, the sanctions for which either alone or in the accumulated could not analytic be accustomed to accept a Absolute Adverse Effect. Except as accurately brash by this Agreement, advertisement obligations beneath the 1934 Act, or as adapted beneath the 1933 Act or applicative accompaniment antithesis laws or the filing of a Advertisement of Added Shares Notification Anatomy with the Arch Market, the Aggregation is not adapted to access any consent, allotment or adjustment of, or achieve any filing or allotment with, any cloister or authoritative bureau or any authoritative or self-regulatory bureau in adjustment for it to execute, buck or achieve any of its obligations beneath or brash by the Transaction Abstracts in accordance with the acceding hereof or thereof. Except as appear in Schedule 3(e) and for advertisement obligations beneath the 1934 Act, all consents, authorizations, orders, filings and registrations which the Aggregation is adapted to access pursuant to the above-mentioned book shall be acquired or accomplished on or above-mentioned to the Acceptance Date. Except as appear in Schedule 3(e), the Aggregation is not accountable to any notices or accomplishments from or to the Arch Bazaar added than accustomed affairs adventure to advertisement on the Arch Bazaar and not involving a abuse of the rules of the Arch Market. Except as appear in Schedule 3(e), to the Company’s knowledge, the Arch Bazaar has not commenced any delisting affairs adjoin the Company.

(f)    SEC Documents; Banking Statements. Except as appear in Schedule 3(f), back March 31, 2019, the Aggregation has filed all reports, schedules, forms, statements and added abstracts adapted to be filed by it with the SEC pursuant to the advertisement requirements of the 1934 Act (all of the aloft filed above-mentioned to the date hereof and all exhibits included therein and banking statements and schedules thereto and abstracts congenital by advertence therein actuality hereinafter referred to as the “SEC Documents”). As of their corresponding dates (except as they accept been accurately amended), the SEC Abstracts complied in all absolute respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicative to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC (except as they may accept been appropriately amended), absolute any apocryphal annual of a absolute actuality or bare to accompaniment a absolute actuality adapted to be declared therein or all-important in adjustment to achieve the statements therein, in ablaze of the affairs beneath which they were made, not misleading. As of their corresponding dates (except as they accept been appropriately amended), the banking statements of the Aggregation included in the SEC Abstracts complied as to anatomy in all absolute respects with applicative accounting requirements and the appear rules and regulations of the SEC with annual thereto. Such banking statements accept been able in accordance with about accustomed accounting principles, consistently applied, during the periods complex (except (i) as may be contrarily adumbrated in such banking statements or the addendum thereto or (ii) in the case of unaudited acting statements, to the admeasurement they may exclude footnotes or may be abridged or arbitrary statements) and adequately present in all absolute respects the banking position of the Aggregation as of the dates thereof and the after-effects of its operations and banknote flows for the periods again ended

(subject, in the case of unaudited statements, to accustomed anniversary analysis adjustments). Except as appear in Schedule 3(f) or accustomed correspondence, such as animadversion belletrist and notices of capability in affiliation with ahead filed allotment statements or alternate belletrist about accessible on EDGAR, to the Company’s knowledge, the Aggregation or any of its Subsidiaries are not on the date hereof the accountable of any inquiry, assay or activity by the SEC.

(g)    Absence of Assertive Changes. Except as appear in Schedule 3(g), back March 31, 2020, there has been no absolute adverse change in the business, properties, operations, banking activity or after-effects of operations of the Aggregation or its Subsidiaries taken as a whole. For purposes of this Agreement, neither a abatement in banknote or banknote equivalents or in the bazaar bulk of the Accustomed Banal nor losses incurred in the accustomed beforehand of the Company’s business shall be accounted or brash a absolute adverse change. The Aggregation has not taken any steps, and does not currently apprehend to booty any steps, to seek aegis pursuant to any Defalcation Law nor does the Aggregation or any of its Subsidiaries accept any adeptness or acumen to accept that its creditors intend to admit automatic defalcation or defalcation proceedings. The Aggregation is financially bread-and-butter and is about able to pay its debts as they become due.

(h)    Absence of Litigation. Except as appear in Schedule 3(h), to the Company’s knowledge, there is no action, suit, proceeding, assay or assay afore or by any court, accessible board, government agency, self-regulatory alignment or anatomy awaiting or, to the adeptness of the Aggregation or any of its Subsidiaries, threatened adjoin the Company, the Accustomed Banal or any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ admiral or admiral in their capacities as such, which could analytic be accustomed to accept a Absolute Adverse Aftereffect (each, an “Action”). A description of anniversary such Action, if any, is set alternating in Schedule 3(h).

(i)    Acknowledgment Apropos Buyer’s Status. The Aggregation acknowledges and agrees that the Buyer is acting alone in the accommodation of arm’s breadth client with annual to the Transaction Abstracts and the affairs brash hereby and thereby. The Aggregation added acknowledges that the Buyer is not acting as a banking adviser or fiduciary of the Aggregation (or in any agnate capacity) with annual to the Transaction Abstracts and the affairs brash hereby and thereby and any admonition accustomed by the Buyer or any of its assembly or agents in affiliation with the Transaction Abstracts and the affairs brash hereby and thereby is alone accidental to the Buyer’s acquirement of the Securities. The Aggregation added represents to the Buyer that the Company’s accommodation to access into the Transaction Abstracts has been based alone on the absolute appraisal by the Aggregation and its assembly and advisors.

(j)    Intellectual Acreage Rights. To the Company’s knowledge, the Aggregation and its Subsidiaries own or acquire able rights or licenses to use all absolute trademarks, barter names, annual marks, annual mark registrations, annual names, patents, apparent rights, copyrights, inventions, licenses, approvals, authoritative authorizations, barter secrets and added bookish acreage rights (collectively, “Intellectual Property”) all-important to conduct their corresponding businesses as now conducted, except as set alternating in Schedule 3(j) or to the admeasurement that the abortion to own, possess, allotment or contrarily ascendancy able rights to use Bookish Acreage would not, alone or in the aggregate, accept a Absolute Adverse Effect. Except as appear in Schedule 3(j), to the Company’s knowledge, none of the Company’s alive and registered Bookish Acreage accept asleep or terminated, or, by the acceding and altitude thereof, will expire or abolish aural two years from the date of this Agreement, except as would not analytic be accustomed to accept a Absolute Adverse Effect. The Aggregation and its Subsidiaries do not accept any adeptness of any contravention by the Aggregation or its Subsidiaries of any Bookish Acreage of others and, except as set alternating on Schedule 3(j), there is no claim, activity or proceeding actuality fabricated or brought against, or to the

Company’s knowledge, actuality threatened against, the Aggregation or its Subsidiaries apropos Bookish Property, which could analytic be accustomed to accept a Absolute Adverse Effect.

(k)    Environmental Laws. To the Company’s knowledge, the Aggregation and its Subsidiaries (i) are in absolute acquiescence with any and all applicative foreign, federal, accompaniment and bounded laws and regulations apropos to the aegis of animal bloom and assurance or the ambiance and with annual to chancy or baneful substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) accept accustomed all absolute permits, licenses or added approvals adapted of them beneath applicative Environmental Laws to conduct their corresponding businesses and (iii) are in absolute acquiescence with all acceding and altitude of any such permit, allotment or approval, except where, in anniversary of the three aloft clauses, the abortion to so accede or accept such approvals could not analytic be accustomed to have, alone or in the aggregate, a Absolute Adverse Effect.

(l)    Title. The Aggregation and its Subsidiaries accept able and bankable appellation to all claimed acreage endemic by them that is absolute to the business of the Aggregation and its Subsidiaries, in anniversary case chargeless and bright of all liens, encumbrances and defects except such as are declared in Schedule 3(l) or such as do not materially affect the bulk of such acreage and do not baffle with the use fabricated and proposed to be fabricated of such acreage by the Aggregation and any of its Subsidiaries or could not analytic be accustomed to have, alone or in the aggregate, a Absolute Adverse Effect. Any absolute acreage and accessories captivated beneath charter by the Aggregation and any of its Subsidiaries, to the Company’s knowledge, are captivated by them beneath valid, animate and acknowledged leases with such exceptions as are not absolute and do not baffle with the use fabricated and proposed to be fabricated of such acreage and barrio by the Aggregation and its Subsidiaries.

(m)    Insurance. The Aggregation and anniversary of its Subsidiaries are insured by insurers of accustomed banking albatross adjoin such losses and risks and in such amounts as administration of the Aggregation believes to be reasonable and accepted in the businesses in which the Aggregation and its Subsidiaries are engaged. To the Company’s knowledge, back January 1, 2018, neither the Aggregation nor any such Subsidiary has been banned any allowance advantage accustomed or activated for and neither the Aggregation nor any such Subsidiary, to the Company’s knowledge, will be clumsy to renew its absolute allowance advantage as and back such advantage expires or to access agnate advantage from agnate insurers as may be all-important to abide its business at a bulk that would not analytic be accustomed to accept a Absolute Adverse Effect.

(n)    Regulatory Permits. The Aggregation and its Subsidiaries acquire all absolute certificates, authorizations and permits issued by the adapted federal, accompaniment or adopted authoritative authorities all-important to conduct their corresponding businesses as currently conducted, except back the abortion to so acquire such certificates, authorizations or permits could not analytic be accustomed to have, alone or in the aggregate, a Absolute Adverse Effect, and neither the Aggregation nor any such Subsidiary has accustomed any accounting apprehension of affairs apropos to the abolishment or modification of any such absolute certificate, allotment or permit.

(o)    Tax Status. The Aggregation and anniversary of its Subsidiaries has fabricated or filed all federal and accompaniment assets and all added absolute tax returns, belletrist and declarations adapted by any administration to which it is accountable (unless and alone to the admeasurement that the Aggregation and anniversary of its Subsidiaries has set abreast on its books affluence analytic able for the acquittal of all contributed and unreported taxes or filed accurate extensions) and has paid all taxes and added authoritative assessments and accuse that are absolute in amount, apparent or bent to be due on such returns, belletrist and declarations, except those actuality contested in able acceptance and has set abreast on its books affluence analytic able for the acquittal of all taxes for periods afterwards to the periods to which such returns, belletrist or declarations apply. To the Company’s

knowledge, there are no contributed taxes in any absolute bulk claimed to be due by the demanding ascendancy of any jurisdiction.

(p)    Transactions With Affiliates. Except as set alternating on Schedule 3(p), and added than (i) the admission or exercise of banal options or any added disinterestedness antithesis offered pursuant to appropriately adopted banal or allurement advantage affairs or standalone awards, anniversary as appear on Schedule 3(c) and (ii) appliance or apology agreements accustomed by the Lath of Admiral of the Company, none of the officers, admiral or advisers of the Aggregation is on the date hereof a affair to any transaction with the Aggregation or any of its Subsidiaries (other than for casework as employees, admiral and admiral and acceding for costs incurred on annual of the Company), including any contract, acceding or added adjustment accouterment for the accommodation of casework to or by, accouterment for rental of absolute or claimed acreage to or from, or contrarily acute payments to or from any officer, administrator or such abettor or, to the adeptness of the Company, any corporation, partnership, assurance or added article in which any officer, director, or any such abettor has a absolute absorption or is an officer, director, trustee or accustomed partner.

(q)    Application of Takeover Protections. The Aggregation and its lath of admiral accept taken or will booty above-mentioned to the Acceptance Date all all-important action, if any, in adjustment to cede extraneous any ascendancy allotment acquisition, business combination, adulteration bolus (including any administration beneath a rights agreement) or added agnate anti-takeover accouterment beneath the Affidavit of Assimilation or the laws of the accompaniment of its incorporation, added than Section 203 of the Delaware Accustomed Affiliation Law, which is or could become applicative to the Buyer as a aftereffect of the affairs brash by this Agreement, including, afterwards limitation, the Company’s arising of the Antithesis and the Buyer’s buying of the Securities.

(r)    Registration Statement. The Shelf Allotment Annual (as authentic in Section 4(a) hereof) has been declared able by the SEC, and no stop adjustment has been issued or is awaiting or, to the adeptness of the Company, threatened by the SEC with annual thereto. As of the date hereof, the Aggregation has a dollar bulk of antithesis registered and unsold beneath the Shelf Allotment Statement, which is not beneath than the sum of (i) the Accessible Bulk and (ii) the bazaar bulk of the Charge Shares on the date hereof.

4.    COVENANTS.

(a)    Filing of Anatomy 8-K and Announcement Supplement. The Aggregation agrees that it shall, aural the time adapted beneath the 1934 Act, book a Accepted Abode on Anatomy 8-K admonition this Acceding and the transaction brash hereby. The Aggregation shall book aural two (2) Business Canicule from the date hereof a announcement supplement to the Company’s absolute shelf allotment annual on Anatomy S-3 (File No. 333-236583, the “Shelf Allotment Statement”) accoutrement the auction of the Charge Shares and Acquirement Shares (the “Prospectus Supplement”) in accordance with the acceding of the Allotment Rights Acceding amid the Aggregation and the Buyer, anachronous as of the date hereof (the “Registration Rights Agreement”). The Aggregation shall use its reasonable best efforts to accumulate the Shelf Allotment Annual and any New Allotment Annual (as authentic in the Allotment Rights Agreement) able pursuant to Aphorism 415 promulgated beneath the 1933 Act and accessible for sales of all Antithesis to the Buyer until such time as (i) it no best qualifies to achieve sales beneath the Shelf Allotment Annual (which shall be accustomed to accommodate the disability of the Aggregation to anon annals sales of Antithesis to the Buyer beneath the Shelf Allotment Annual or any New Allotment Annual pursuant to Accustomed Apprenticeship I.B.6 of Anatomy S-3), (ii) the date on which all the Antithesis accept been awash beneath this Acceding and no Accessible Bulk charcoal thereunder, or (iii) this Acceding has been terminated. The Shelf Allotment Annual (including any amendments or supplements thereto and prospectuses or announcement supplements, including the Announcement Supplement, absolute therein) shall not accommodate any apocryphal annual of a absolute actuality or omit

to accompaniment a absolute actuality adapted to be declared therein, or all-important to achieve the statements therein, in ablaze of the affairs in which they were made, not misleading.

(b)    Blue Sky. The Aggregation shall booty such action, if any, as is analytic all-important in adjustment to access an absolution for or to accredit (i) the antecedent auction of the Antithesis to the Buyer beneath this Acceding and (ii) any afterwards auction of the Antithesis by the Buyer, in anniversary case, beneath applicative antithesis or “Blue Sky” laws of the states of the United States in such states as is analytic requested by the Buyer from time to time, and shall accommodate affirmation of any such activity so taken to the Buyer at its accounting request; provided, however, that the Aggregation shall not be answerable to book any accustomed accord to annual of activity or to accredit as a adopted affiliation or as a banker in antithesis in any administration in which it is not so able or to accountable itself to taxation in annual of accomplishing business in any administration in which it is not contrarily so subject.

(c)    Listing. The Aggregation shall promptly defended the advertisement of all of the Antithesis aloft anniversary civic antithesis barter and automatic citation adjustment that requires an appliance by the Aggregation for listing, if any, aloft which shares of Accustomed Banal are again listed (subject to official apprehension of issuance) and shall beforehand such listing, so continued as any added shares of Accustomed Banal shall be so listed. The Aggregation shall use its reasonable best efforts to beforehand the Accustomed Stock’s advertisement on the Arch Bazaar in accordance with the requirements of the Allotment Rights Agreement. Neither the Aggregation nor any of its Subsidiaries shall booty any activity that would be analytic accustomed to aftereffect in the delisting or abeyance of the Accustomed Banal on the Arch Market, unless the Accustomed Banal is anon thereafter traded on the New York Banal Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Basic Market. The Aggregation shall pay all fees and costs in affiliation with able its obligations beneath this Section.

(d)    Limitation on Abbreviate Sales and Ambiguity Transactions. The Buyer agrees that alpha on the date of this Acceding and catastrophe on the date of abortion of this Acceding as provided in Section 11(k), the Buyer and its agents, assembly and affiliates shall not in any abode whatsoever access into or effect, anon or indirectly, any (i) “short sale” (as such appellation is authentic in Section 242.200 of Adjustment SHO of the 1934 Act) of the Accustomed Banal or (ii) ambiguity transaction, which establishes a net abbreviate position with annual to the Accustomed Stock.

(e)    Issuance of Charge Shares and Antecedent Acquirement Shares. In affiliation with the Commencement, the Aggregation shall affair to the Buyer as appliance for the Buyer entering into this Acceding 1,000,000 shares of Accustomed Banal (the “Commitment Shares”) and, pursuant to Section 1(a), the Buyer shall acquirement the Antecedent Acquirement Shares. The Charge Shares and the Antecedent Acquirement Shares shall be issued afterwards any akin fable whatsoever or above-mentioned auction requirement.

(f)    Due Diligence. The Buyer shall accept the right, from time to time as the Buyer may analytic request, to achieve reasonable due activity on the Aggregation during accustomed business hours and accountable to reasonable above-mentioned apprehension to the Company. The Aggregation and its admiral and advisers shall accommodate admonition and analytic abet with the Buyer in affiliation with any reasonable abode by the Buyer accompanying to the Buyer’s due activity of the Company, including, but not apprenticed to, any such abode fabricated by the Buyer in affiliation with (i) the filing of the announcement supplement declared in Section 4(a) hereof and (ii) the Commencement; provided, however, that at no time is the Aggregation adapted to acknowledge absolute nonpublic admonition to the Buyer or aperture any obligation of acquaintance or non-disclosure to a third affair or achieve any acknowledgment that could annual a abandonment of attorney-client privilege. Except as may be adapted by law, cloister adjustment or authoritative authority, anniversary affair hereto agrees not to acknowledge any Arcane Admonition of the added affair to any third affair and shall not use the Arcane Admonition of such other

party for any purpose added than in affiliation with, or in advocacy of, the affairs brash hereby; provided, that to the admeasurement such acknowledgment is adapted by law, cloister adjustment or authoritative authority, the accepting affair shall accommodate the admonition affair with reasonable above-mentioned accounting apprehension of such acknowledgment and achieve a reasonable accomplishment to abetment the admonition affair in accepting a accurate adjustment preventing or absorbed the acknowledgment and/or acute that the Arcane Admonition so appear be acclimated alone for the purposes for which the law, cloister adjustment or authoritative ascendancy requires. Anniversary affair hereto acknowledges that the Arcane Admonition shall abide the acreage of the admonition affair and agrees that it shall booty all reasonable measures to assure the clandestineness of any Arcane Admonition appear by the added party.

(g)    [Intentionally omitted.]

5.    TRANSFER AGENT INSTRUCTIONS.

All of the Acquirement Shares to be issued beneath this Acceding shall be issued afterwards any akin fable unless the Buyer especially consents otherwise. The Aggregation shall affair assertive instructions to the Alteration Agent, and any afterwards alteration agent, to affair Accustomed Banal in the name of the Buyer for the Acquirement Shares (the “Irrevocable Alteration Abettor Instructions”). The Aggregation warrants to the Buyer that no apprenticeship added than the Assertive Alteration Abettor Instructions referred to in this Section 5, will be accustomed by the Aggregation to the Alteration Abettor with annual to the Acquirement Shares and that the Charge Shares, Antecedent Acquirement Shares and the Acquirement Shares shall contrarily be advisedly communicable on the books and annal of the Aggregation as and to the admeasurement provided in this Acceding and the Allotment Rights Agreement.

6.

CONDITIONS TO THE COMPANY’S RIGHT TO COMMENCE

SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.

The adapted of the Aggregation hereunder to arise sales of the Acquirement Shares is accountable to the achievement of anniversary of the afterward altitude on or afore the Acceptance Date (the date that the Aggregation may activate sales of Acquirement Shares):

(a)    The Buyer shall accept accomplished anniversary of the Transaction Abstracts and delivered the aforementioned to the Company;

(b)    The representations and warranties of the Buyer shall be accurate and absolute as of the Acceptance Date as admitting fabricated at that time (except for representations and warranties that allege as of a specific date, which shall be accurate and absolute in all absolute respects as of such specific date) and the Buyer shall accept performed, annoyed and complied in all absolute respects with the covenants and agreements adapted by this Acceding to be performed, annoyed or complied with by the Buyer at or above-mentioned to the Acceptance Date; and

(c)    The Announcement Supplement shall accept been delivered to the Buyer and no stop adjustment with annual to the allotment annual accoutrement the auction of shares to the Buyer shall be awaiting or threatened by the SEC.

7.

CONDITIONS TO THE BUYER’S OBLIGATION TO MAKE PURCHASES OF SHARES OF COMMON STOCK.

The obligation of the Buyer to buy Acquirement Shares beneath this Acceding is accountable to the achievement of anniversary of the afterward altitude on or afore the Acceptance Date (the date that the Aggregation may activate sales of Acquirement Shares) and already such altitude accept been initially satisfied, there shall not be any advancing obligation to amuse such altitude afterwards the Acceptance has occurred:

(a)    The Aggregation shall accept accomplished anniversary of the Transaction Abstracts and delivered the aforementioned to the Buyer;

(b)    [Intentionally Omitted.];

(c)    The Accustomed Banal shall be accustomed for citation on the Arch Market, trading in the Accustomed Banal shall not accept been aural the aftermost 365 canicule abeyant by the SEC or the Arch Market, added than a accustomed arrest in trading in the Accustomed Banal by the Arch Bazaar beneath arrest codes advertence awaiting or appear absolute news, and the Antithesis shall be accustomed for advertisement aloft the Arch Market;

(d)    The Buyer shall accept accustomed the appraisal of the Company’s accustomed admonition anachronous as of the Acceptance Date in accepted anatomy and substance;

(e)    The representations and warranties of the Aggregation shall be accurate and absolute in all absolute respects (except to the admeasurement that any of such representations and warranties is already able as to achievement in Section 3 above, in which case, such representations and warranties shall be accurate and absolute afterwards added qualification) as of the date of this Acceding and as of the Acceptance Date as admitting fabricated at that time (except for representations and warranties that allege as of a specific date, which shall be accurate and absolute in all absolute respects as of such specific date) and the Aggregation shall accept performed, annoyed and complied in all absolute respects with the covenants, agreements and altitude adapted by the Transaction Abstracts to be performed, annoyed or complied with by the Aggregation at or above-mentioned to the Acceptance Date. The Buyer shall accept accustomed a certificate, accomplished by the CEO, Admiral or CFO of the Company, anachronous as of the Acceptance Date, to the aloft aftereffect in the anatomy absorbed hereto as Display A;

(f)    The Lath of Admiral of the Aggregation or a appropriately accustomed lath thereof shall accept adopted resolutions essentially in the anatomy absorbed hereto as Display B which shall be in abounding force and aftereffect afterwards any alteration or supplement thereto as of the Acceptance Date;

(g)    As of the Acceptance Date, the Aggregation shall accept aloof out of its accustomed and unissued Accustomed Stock, alone for the purpose of ability approaching purchases of Acquirement Shares hereunder, 20,000,000 shares of Accustomed Stock;

(h)    The Assertive Alteration Abettor Instructions, in anatomy able to the Buyer shall accept been alive by the Aggregation and the Buyer and shall accept been delivered to the Alteration Agent;

(i)    The Aggregation shall accept delivered to the Buyer a affidavit evidencing the assimilation and able continuing of the Aggregation in the Accompaniment of Delaware issued by the Secretary of Accompaniment of the Accompaniment of Delaware as of a date aural ten (10) Business Canicule of the Acceptance Date;

(j)    [Intentionally Omitted.];

(k)    The Aggregation shall accept delivered to the Buyer a secretary’s affidavit accomplished by the Secretary of the Company, anachronous as of the Acceptance Date, in the anatomy absorbed hereto as Display C;

(l)    The Shelf Allotment Annual shall accept been declared able beneath the 1933 Act by the SEC and no stop adjustment with annual thereto shall be awaiting or, to the adeptness of the Company, threatened by the SEC. The Aggregation shall accept able and delivered to the Buyer a final and complete anatomy of announcement supplement, anachronous and accepted as of the Acceptance Date, to be acclimated in affiliation with any issuances of any Charge Shares, Antecedent Acquirement Shares or any Acquirement Shares to the Buyer, and to be filed by the Aggregation aural one (1) Business Day afterwards the Acceptance Date pursuant to Aphorism 424(b). The Aggregation shall accept fabricated all filings beneath all applicative federal and accompaniment antithesis laws all-important to able the arising of the Charge Shares and the Acquirement Shares pursuant to this Acceding in acquiescence with such laws;

(m)    No Accident of Absence has occurred and is continuing, or any accident which, afterwards apprehension and/or blooper of time, would become an Accident of Absence has occurred;

(n)    On or above-mentioned to the Acceptance Date, the Aggregation shall booty all all-important action, if any, and such accomplishments as analytic requested by the Buyer, in adjustment to cede extraneous any ascendancy allotment acquisition, business combination, stockholder rights plan or adulteration bolus (including any administration beneath a rights agreement) or added agnate anti-takeover accouterment beneath the Affidavit of Assimilation or the laws of the accompaniment of its incorporation, added than Section 203 of the Delaware Accustomed Affiliation Law, that is or could become applicative to the Buyer as a aftereffect of the affairs brash by this Agreement, including, afterwards limitation, the Company’s arising of the Antithesis and the Buyer’s buying of the Securities; and

(o)    The Aggregation shall accept provided the Buyer with the admonition analytic requested by the Buyer in affiliation with its due activity requests fabricated above-mentioned to, or in affiliation with, the Commencement, in accordance with the acceding of Section 4(f) hereof.

In appliance of the Buyer’s beheading and charge of the Transaction Abstracts and accepting the Antithesis hereunder and in accession to all of the Company’s added obligations beneath the Transaction Documents, the Aggregation shall defend, protect, atone and ascendancy controllable the Buyer and all of its affiliates, members, officers, directors, and employees, and any of the aloft person’s agents or added assembly (including, afterwards limitation, those retained in affiliation with the affairs brash by this Agreement) (collectively, the “Indemnitees”) from and adjoin any and all third affair actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and costs in affiliation therewith (irrespective of whether any such Indemnitee is a affair to the activity for which apology hereunder is sought), and including reasonable and accurate attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a aftereffect of, or arising out of, or apropos to (a) any bribery or aperture of any representation or assurance fabricated by the Aggregation in the Transaction Abstracts or any added certificate, apparatus or affidavit brash hereby or thereby, (b) any aperture of any covenant, acceding or obligation of the Aggregation absolute in the Transaction Abstracts or any added certificate, apparatus or affidavit brash hereby or thereby, or (c) any annual of action, clothing or affirmation brought or fabricated adjoin such Indemnitee and arising out of or consistent from the execution, delivery, achievement or administration of the Transaction Abstracts or any added certificate, apparatus or document

contemplated hereby or thereby, added than with annual to Indemnified Liabilities which anon and primarily aftereffect from (A) a aperture of any of the Buyer’s representations and warranties, covenants or agreements absolute in this Agreement, or (B) the gross negligence, bad acceptance or adamant delinquency of the Buyer or any added Indemnitee. To the admeasurement that the aloft adventure by the Aggregation may be unenforceable for any reason, the Aggregation shall achieve the best accession to the acquittal and achievement of anniversary of the Indemnified Liabilities which is permissible beneath applicative law.

9.    EVENTS OF DEFAULT.

An “Event of Default” shall be accounted to accept occurred at any time as any of the afterward contest occurs:

(a)    during any aeon in which the capability of any allotment annual is adapted to be maintained pursuant to the acceding of the Allotment Rights Agreement, the capability of such allotment annual lapses for any acumen (including, afterwards limitation, the arising of a stop order) or is bare to the Aggregation for the auction of all of the Registrable Antithesis (as authentic in the Allotment Rights Agreement) to the Buyer in accordance with the acceding of the Allotment Rights Agreement, and such blooper or dearth continues for a aeon of ten (10) afterwards Business Canicule or for added than an accumulated of thirty (30) Business Canicule in any 365-day period, which is not in affiliation with a post-effective alteration to any such allotment annual or the filing of a new allotment statement; provided, however, that in affiliation with any post-effective alteration to such allotment annual or filing of a new allotment annual that is adapted to be declared able by the SEC, such blooper or dearth may abide for a aeon of no added than thirty (30) afterwards Business Days, which such aeon shall be continued for an added thirty (30) Business Canicule if the Aggregation receives a animadversion letter from the SEC in affiliation therewith;

(b)    the abeyance from trading or abortion of the Accustomed Banal to be listed on a Arch Bazaar for a aeon of three (3) afterwards Business Days;

(c)    the delisting of the Accustomed Banal from the Arch Market, and the Accustomed Banal is not anon thereafter trading on the New York Banal Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Basic Market;

(d)    the abortion for any acumen by the Alteration Abettor to affair Acquirement Shares to the Buyer aural bristles (5) Business Canicule afterwards the applicative Acquirement Date that the Buyer is advantaged to receive;

(e)    the Company’s aperture of any representation or assurance (as of the dates made), acceding or added appellation or activity beneath any Transaction Affidavit if such aperture could analytic be accustomed to accept a Absolute Adverse Aftereffect and except, in the case of a aperture of a acceding which is analytic curable, alone if such aperture continues uncured for a aeon of at atomic bristles (5) Business Days;

(f)    if any Actuality commences a proceeding adjoin the Aggregation pursuant to or aural the acceptation of any Defalcation Law;

(g)    if the Aggregation pursuant to or aural the acceptation of any Defalcation Law; (A) commences a autonomous case, (B) consents to the access of an adjustment for abatement adjoin it in an automatic case, (C) consents to the arrangement of a Custodian of it or for all or essentially all of its property, (D) makes a accustomed arrangement for the annual of its creditors or (E) becomes insolvent;

(h)    a cloister of competent administration enters an adjustment or decree beneath any Defalcation Law that (A) is for abatement adjoin the Aggregation in an automatic case, (B) appoints a Custodian of the Aggregation or for all or essentially all of its property, or (C) orders the defalcation of the Aggregation or any Subsidiary; or

(i)    if at any time afterwards the Acceptance Date, the Barter Cap is accomplished unless and until stockholder approval has been acquired pursuant to Section 1(h) hereof. The Barter Cap shall be accounted to be accomplished at such time if, aloft acquiescence of a Acquirement Apprehension or VWAP Acquirement Apprehension beneath this Agreement, the arising of such shares of Accustomed Banal would beat the cardinal of shares of Accustomed Banal which the Aggregation may affair beneath this Acceding afterwards breaching the Company’s obligations beneath the rules or regulations of the Arch Market.

In accession to any added rights and remedies beneath applicative law and this Agreement, including the Buyer abortion rights beneath Section 11(k) hereof, so continued as an Accident of Absence has occurred and is continuing, or if any accident which, afterwards apprehension and/or blooper of time, would become an Accident of Default, has occurred and is continuing, or so continued as the Closing Auction Bulk is beneath the Floor Price, the Aggregation may not crave and the Buyer shall not be answerable to acquirement any shares of Accustomed Banal beneath this Agreement. If pursuant to or aural the acceptation of any Defalcation Law, the Aggregation commences a autonomous case or any Actuality commences a proceeding adjoin the Company, a Custodian is appointed for the Aggregation or for all or essentially all of its property, or the Aggregation makes a accustomed arrangement for the annual of its creditors, (any of which would be an Accident of Absence as declared in Sections 9(f), 9(g) and 9(h) hereof) this Acceding shall automatically abolish afterwards any accountability or acquittal to the Aggregation afterwards added activity or apprehension by any Person. No such abortion of this Acceding beneath Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations beneath this Acceding with annual to awaiting purchases and the Aggregation and the Buyer shall complete their corresponding obligations with annual to any awaiting purchases beneath this Agreement.

10.    CERTAIN DEFINED TERMS.

For purposes of this Agreement, the afterward acceding shall accept the afterward meanings:

(a)    “1933 Act” bureau the Antithesis Act of 1933, as amended.

(b)    “Available Amount” bureau initially Thirty Actor Dollars ($30,000,000) in the accumulated which bulk shall be bargain by the Acquirement Bulk (including the Antecedent Purchase) anniversary time the Buyer purchases shares of Accustomed Banal pursuant to Section 1 hereof including the acquirement of the Antecedent Acquirement Shares beneath Section 1(a) hereof.

(c)    “Bankruptcy Law” bureau Appellation 11, U.S. Code, or any agnate federal or accompaniment law for the abatement of debtors.

(d)    “Business Day” bureau any day on which the Arch Bazaar is accessible for trading during accustomed trading hours (i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which the Arch Bazaar is accessible for trading for a aeon of time beneath than the accepted time.

(e)    “Closing Auction Price” bureau the aftermost closing barter bulk for the Accustomed Banal on the Arch Bazaar as appear by the Arch Market.

(f)    “Confidential Information” bureau any admonition appear by either affair to the added party, either anon or indirectly, in writing, orally or by analysis of actual altar (including, without

limitation, documents, prototypes, samples, bulb and equipment), which is appointed as “Confidential,” “Proprietary” or some agnate designation. Admonition announced orally shall be brash Arcane Admonition if such admonition is especially articular as Arcane Admonition at the time of such antecedent acknowledgment and accepted in autograph as actuality Arcane Admonition aural ten (10) Business Canicule afterwards the antecedent disclosure. Arcane Admonition may additionally accommodate admonition appear to a admonition affair by third parties. Arcane Admonition shall not, however, accommodate any admonition which (i) was about accepted and fabricated about accessible in the accessible area above-mentioned to the time of acknowledgment by the admonition party; (ii) becomes about accepted and fabricated about accessible afterwards acknowledgment by the admonition affair to the accepting affair through no activity or cessation of the accepting affair or its affiliates; (iii) is already in the control of the accepting affair at the time of acknowledgment by the admonition affair as apparent by the accepting party’s files and annal anon above-mentioned to the time of disclosure; (iv) is acquired by the accepting affair from a third affair afterwards a aperture of such third party’s obligations of confidentiality; or (v) is apart developed by the accepting affair afterwards use of or advertence to the admonition party’s Arcane Information, as apparent by abstracts and added competent affirmation in the accepting party’s possession.

(g)    “Custodian” bureau any receiver, trustee, assignee, apache or agnate official beneath any Defalcation Law.

(h)    “Maturity Date” bureau the date that is thirty (30) months from the Acceptance Date.

(i)    “Person” bureau an alone or article including any apprenticed accountability company, a partnership, a collective venture, a corporation, a trust, an unincorporated alignment and a government or any administration or bureau thereof.

(j)    “Principal Market” bureau the Nasdaq Global Market; provided however, that in the accident the Company’s Accustomed Banal is anytime listed or traded on the New York Banal Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, or the Nasdaq Basic Market, again the “Principal Market” shall beggarly such added bazaar or barter on which the Company’s Accustomed Banal is again listed or traded.

(k)    “Purchase Amount” means, with annual to any accurate acquirement fabricated hereunder, the allocation of the Accessible Bulk to be purchased by the Buyer pursuant to Section 1 hereof as set alternating in a accurate Acquirement Apprehension or VWAP Acquirement Apprehension which the Aggregation delivers to the Buyer.

(l)    “Purchase Date” means, with annual to any Regular Acquirement fabricated hereunder, the Business Day of abandoning by the Buyer of a accurate Acquirement Apprehension that the Buyer is to buy Acquirement Shares pursuant to Section 1(b) hereof.

(m)     “Purchase Notice” shall beggarly an assertive accounting apprehension from the Aggregation to the Buyer administering the Buyer to buy Acquirement Shares pursuant to Section 1(b) hereof as authentic by the Aggregation therein at the applicative Acquirement Bulk on the Acquirement Date.

(n)     “Purchase Price” bureau the bottom of (i) the everyman Auction Bulk of the Accustomed Banal on the Acquirement Date or (ii) the accession boilerplate of the three (3) everyman Closing Auction Prices for the Accustomed Banal during the ten (10) afterwards Business Canicule catastrophe on the Business Day anon above-mentioned such Acquirement Date (to be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction).

(o)    “Sale Price” bureau any barter bulk for the shares of Accustomed Banal on the Arch Bazaar during accustomed trading hours, as appear by the Arch Market.

(p)    “SEC” bureau the U.S. Antithesis and Barter Commission.

(q)    “Transfer Agent” bureau the alteration abettor of the Aggregation as set alternating in Section 11(f) hereof or such added actuality who is again confined as the alteration abettor for the Aggregation in annual of the Accustomed Stock.

(r)    “VWAP Minimum Bulk Threshold” means, with annual to any accurate VWAP Acquirement Notice, the Auction Bulk on the VWAP Acquirement Date according to the greater of (i) 80% of the Closing Auction Bulk on the Business Day anon above-mentioned the VWAP Acquirement Date or (ii) such college bulk as set alternating by the Aggregation in the VWAP Acquirement Notice.

(s)    “VWAP Acquirement Amount” means, with annual to any accurate VWAP Acquirement Notice, the allocation of the Accessible Bulk to be purchased by the Buyer pursuant to Section 1(c) hereof pursuant to a accurate VWAP Acquirement Apprehension which requires the Buyer to buy the VWAP Acquirement Allotment Allotment of the accumulated shares traded on the Arch Bazaar during accustomed trading hours on the VWAP Acquirement Date up to the VWAP Acquirement Allotment Accumulated Maximum, accountable to the VWAP Minimum Bulk Threshold.

(t)    “VWAP Acquirement Date” means, with annual to any VWAP Acquirement fabricated hereunder, the Business Day afterward the abandoning by the Buyer of a accurate VWAP Acquirement Apprehension that the Buyer is to buy Acquirement Shares pursuant to Section 1(c) hereof.

(u)    “VWAP Acquirement Notice” shall beggarly an assertive accounting apprehension from the Aggregation to the Buyer administering the Buyer to buy Acquirement Shares on the VWAP Acquirement Date pursuant to Section 1(c) hereof as authentic by the Aggregation therein at the applicative VWAP Acquirement Bulk with the applicative VWAP Acquirement Allotment Allotment authentic therein.

(v)     “VWAP Acquirement Price” bureau the bottom of (i) the Closing Auction Bulk on the VWAP Acquirement Date; or (ii) ninety-seven percent (97%) of accumulated abounding boilerplate bulk for the Accustomed Banal traded on the Arch Bazaar during accustomed trading hours on (A) the VWAP Acquirement Date if the accumulated shares traded on the Arch Bazaar on the VWAP Acquirement Date accept not exceeded the VWAP Acquirement Allotment Accumulated Best and the Auction Bulk of Accustomed Banal has not collapsed beneath the VWAP Minimum Bulk Threshold (to be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction), or (B) the allocation of the VWAP Acquirement Date until such time as the eventually to activity of (1) the time at which the accumulated shares traded on the Arch Bazaar has exceeded the VWAP Acquirement Allotment Accumulated Maximum, or (2) the time at which the Auction Bulk of Accustomed Banal avalanche beneath the VWAP Minimum Bulk Threshold (to be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction).

(w)     “VWAP Acquirement Allotment Estimate” bureau the cardinal of shares of Accustomed Banal that the Aggregation has in its sole acumen assuredly instructed its Alteration Abettor to affair to the Buyer via the Depository Assurance Aggregation (“DTC”) Fast Automatic Antithesis Alteration Program in affiliation with a VWAP Acquirement Apprehension pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s antithesis annual with DTC through its Drop Abandonment At Custodian (DWAC) adjustment on the VWAP Acquirement Date (to be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction).

(x)    “VWAP Acquirement Allotment Percentage” means, with annual to any accurate VWAP Acquirement Apprehension pursuant to Section 1(c) hereof, the allotment set alternating in the VWAP Acquirement Apprehension which the Buyer will be adapted to buy as a authentic allotment of the accumulated shares traded on the Arch Bazaar during accustomed trading hours up to the VWAP Acquirement Allotment Accumulated Best on the VWAP Acquirement Date accountable to Section 1(c) hereof but in no accident shall this allotment beat thirty percent (30%) of such VWAP Acquirement Date’s allotment trading accumulated of the Accustomed Banal on the Arch Bazaar during accustomed trading hours.

(y)     “VWAP Acquirement Allotment Accumulated Maximum” bureau a cardinal of shares of Accustomed Banal traded on the Arch Bazaar during accustomed trading hours on the VWAP Acquirement Date according to: (i) the VWAP Acquirement Allotment Estimate, disconnected by (ii) the VWAP Acquirement Allotment Allotment (to be appropriately adapted for any reorganization, recapitalization, non-cash dividend, banal split, about-face banal aperture or added agnate transaction).

11.    MISCELLANEOUS.

(a)    Governing Law; Jurisdiction; Jury Trial. The accumulated laws of the Accompaniment of Delaware shall administer all issues apropos the about rights of the Aggregation and its stockholders. All added questions apropos the construction, validity, administration and estimation of this Acceding and the added Transaction Abstracts shall be absolute by the centralized laws of the Accompaniment of Illinois, afterwards giving aftereffect to any best of law or battle of law accouterment or aphorism (whether of the Accompaniment of Illinois or any added jurisdictions) that would annual the appliance of the laws of any jurisdictions added than the Accompaniment of Illinois. Anniversary affair hereby assuredly submits to the absolute administration of the accompaniment and federal courts sitting in the City of Chicago, for the acknowledgment of any altercation hereunder or beneath the added Transaction Abstracts or in affiliation herewith or therewith, or with any transaction brash hereby or discussed herein, and hereby assuredly waives, and agrees not to advance in any suit, activity or proceeding, any affirmation that it is not alone accountable to the administration of any such court, that such suit, activity or proceeding is brought in an annoying arrangement or that the area of such suit, activity or proceeding is improper. Anniversary affair hereby assuredly waives claimed annual of activity and consents to activity actuality served in any such suit, activity or proceeding by charge a archetype thereof to such affair at the abode for such notices to it beneath this Acceding and agrees that such annual shall accumulated able and able annual of activity and apprehension thereof. Nothing absolute herein shall be accounted to absolute in any way any adapted to serve activity in any abode able by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)    Counterparts. This Acceding may be accomplished in two or added identical counterparts, all of which shall be brash one and the aforementioned acceding and shall become able back counterparts accept been alive by anniversary affair and delivered to the added party; provided that a facsimile or pdf (or added cyberbanking reproduction) signature shall be brash due beheading and shall be bounden aloft the attestant thereto with the aforementioned force and aftereffect as if the signature were an original, not a facsimile or PDF (or added cyberbanking reproduction) signature.

(c)    Headings. The headings of this Acceding are for accessibility of advertence and shall not anatomy allotment of, or affect the estimation of, this Agreement.

(d)    Severability. If any accouterment of this Acceding shall be invalid or unenforceable in any jurisdiction, such affliction or unenforceability shall not affect the ascendancy or enforceability of the butt of this Acceding in that administration or the ascendancy or enforceability of any accouterment of this Acceding in any added jurisdiction.

(e)    Entire Agreement. This Acceding and the Allotment Rights Acceding abandon all added above-mentioned articulate or accounting agreements amid the Buyer, the Company, their affiliates and bodies acting on their annual with annual to the affairs discussed herein, and this Agreement, the added Transaction Abstracts and the instruments referenced herein accommodate the absolute compassionate of the parties with annual to the affairs covered herein and therein and, except as accurately set alternating herein or therein, neither the Aggregation nor the Buyer makes any representation, warranty, acceding or adventure with annual to such matters. Anniversary of the Aggregation and the Buyer acknowledges and agrees that it has not relied on, in any abode whatsoever, any representations or statements, accounting or oral, added than as especially set alternating in this Agreement. The Buyer and the Aggregation accede that that assertive Accustomed Banal Acquirement Agreement, anachronous as of June 15, 2020 by and amid the Aggregation and the Buyer is hereby concluded as of the date hereof.

(f)    Notices. Any notices, consents or added communications adapted or able to be accustomed beneath the acceding of this Acceding charge be in autograph and will be accounted to accept been delivered: (i) aloft receipt, back delivered personally; (ii) aloft receipt, back beatific by facsimile (provided acceptance of manual is mechanically or electronically generated and kept on book by the sending party); (iii) aloft receipt, back beatific by cyberbanking bulletin (provided the almsman responds to the bulletin and acceptance of both cyberbanking belletrist are kept on book by the sending party); or (iv) one (1) Business Day afterwards adapted drop with a nationally accustomed brief charge service, in anniversary case appropriately addressed to the affair to accept the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Novan, Inc.

4105 Hopson Road

Morrisville, NC 27560

Telephone:    [***]

Facsimile:    [***]

Attention:     Chief Controlling Officer

Email:        [***]

With a archetype (which shall not accumulated notice) to:

Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

150 Fayetteville Street, Suite 2300

Raleigh, NC 27601

Telephone:     [***]    

Facsimile:     [***]    

Attention:     Gerald F. Roach    

Email:         [***]

If to the Buyer:

Aspire Basic Fund, LLC

155 North Wacker Drive, Suite 1600

Chicago, IL 60606

Telephone:    [***]

Facsimile:    [***]

Attention:    Steven G. Martin

Email:        [***]

With a archetype to (which shall not accumulated charge to the Buyer):

Morrison & Foerster LLP

2000 Pennsylvania Avenue, NW, Suite 6000

Washington, DC 20006

Telephone:    [***]

Facsimile:    [***]

Attention:    David M. Lynn, Esq.

Email:        [***]

If to the Alteration Agent:

American Banal Alteration & Assurance Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Telephone:     [***]

Facsimile:     [***]

Attention:     [***]

Email:         [***]

or at such added abode and/or facsimile cardinal and/or to the absorption of such added actuality as the almsman affair has authentic by accounting apprehension accustomed to anniversary added affair at atomic one (1) Business Day above-mentioned to the capability of such change. Accounting acceptance of abandoning (A) accustomed by the almsman of such notice, accord or added communication, (B) mechanically or electronically generated by the sender’s facsimile apparatus absolute the time, date, and almsman facsimile number, (C) electronically generated by the sender’s cyberbanking mail absolute the time, date and almsman email abode or (D) provided by a nationally accustomed brief charge service, shall be rebuttable affirmation of abandoning in accordance with article (i), (ii), (iii) or (iv) above, respectively.

(g)    Successors and Assigns. This Acceding shall be bounden aloft and accustom to the annual of the parties and their corresponding breed and assigns. The Aggregation shall not accredit this Acceding or any rights or obligations hereunder afterwards the above-mentioned accounting accord of the Buyer, including by alliance or consolidation; provided, however, that any transaction, whether by merger, reorganization, restructuring, consolidation, costs or otherwise, whereby the Aggregation charcoal the actual article anon afterwards such transaction shall not be accounted a assumption or assignment. The Buyer may not accredit its rights or obligations beneath this Agreement.

(h)    No Third Affair Beneficiaries. This Acceding is brash for the annual of the parties hereto and their corresponding able breed and assigns, and is not for the annual of, nor may any accouterment hereof be activated by, any added person.

(i)    Publicity. The Buyer shall accept the adapted to accept afore arising any columnist release, SEC filing or any added accessible acknowledgment fabricated by or on annual of the Aggregation whatsoever with annual to, in any manner, the Buyer, its purchases hereunder or any aspect of this Acceding or the affairs brash hereby; provided, however, that the Aggregation shall be entitled, afterwards the above-mentioned approval of the Buyer, to achieve any columnist absolution or added accessible acknowledgment (including any filings with the SEC) with annual to such affairs as is adapted by applicative law and regulations so continued as the Aggregation and its admonition argue with the Buyer in affiliation with any such columnist absolution or added accessible acknowledgment at atomic one (1) Business Day above-mentioned to its release; provided, however, that the Company’s obligations pursuant to this Section 11(i) shall not administer if the absolute accoutrement of such columnist release, SEC filing, or added accessible acknowledgment ahead has been about appear by the Aggregation in accordance with this Section 11(i). The Buyer charge be provided with a archetype thereof at atomic one (1) Business Day above-mentioned to any absolution or use by the Aggregation thereof.

(j)    Further Assurances. Anniversary affair shall do and perform, or annual to be done and performed, all such added acts and things, and shall assassinate and buck all such added agreements, certificates, instruments and documents, as the added affair may analytic abode in adjustment to backpack out the absorbed and achieve the purposes of this Acceding and the cleanup of the affairs brash hereby.

(k)    Termination. This Acceding may be concluded alone as follows:

(i)    By the Buyer any time an Accident of Absence exists afterwards any accountability or acquittal to the Company. However, if pursuant to or aural the acceptation of any Defalcation Law, the Aggregation commences a autonomous case or any Actuality commences a proceeding adjoin the Company, a Custodian is appointed for the Aggregation or for all or essentially all of its property, or the Aggregation makes a accustomed arrangement for the annual of its creditors, (any of which would be an Accident of Absence as declared in Sections 9(f), 9(g) and 9(h) hereof) this Acceding shall automatically abolish afterwards any accountability or acquittal to the Aggregation afterwards added activity or apprehension by any Person. No such abortion of this Acceding beneath this Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations beneath this Acceding with annual to awaiting purchases and the Aggregation and the Buyer shall complete their corresponding obligations with annual to any awaiting purchases beneath this Agreement.

(ii)    In the accident that the Acceptance shall not accept occurred the Aggregation shall accept the advantage to abolish this Acceding for any acumen or for no acumen afterwards any accountability whatsoever of either affair to the added affair beneath this Agreement.

(iii)    In the accident that the Acceptance shall not accept occurred aural ten (10) Business Canicule of the date of this Agreement, due to the abortion to amuse any of the altitude set alternating in Sections 6 and 7 aloft with annual to the Commencement, either affair shall accept the advantage to abolish this Acceding at the abutting of business on such date or thereafter afterwards accountability of either affair to any added party; provided, however, that the adapted to abolish this Acceding beneath this Section 11(k)(iii) shall not be accessible to either affair if such abortion to amuse any of the altitude set alternating in Sections 6 and 7 is the aftereffect of a aperture of this Acceding by such affair or the abortion of any representation or assurance of such affair included in this Acceding to be accurate and absolute in all absolute respects.

(iv)     At any time afterwards the Acceptance Date, the Aggregation shall accept the advantage to abolish this Acceding for any acumen or for no acumen by carrying apprehension (a “Company Abortion Notice”) to the Buyer electing to abolish this Acceding afterwards any liability

whatsoever of either affair to the added affair beneath this Agreement. The Aggregation Abortion Apprehension shall not be able until one (1) Business Day afterwards it has been accustomed by the Buyer.

(v)    This Acceding shall automatically abolish on the date that the Aggregation sells and the Buyer purchases the abounding Accessible Bulk as provided herein, afterwards any activity or apprehension on the allotment of any affair and afterwards any accountability whatsoever of any affair to any added affair beneath this Agreement.

(vi)    If by the Maturity Date for any acumen or for no acumen the abounding Accessible Bulk beneath this Acceding has not been purchased as provided for in Section 1 of this Agreement, this Acceding shall automatically abolish on the Maturity Date, afterwards any activity or apprehension on the allotment of any affair and afterwards any accountability whatsoever of any affair to any added affair beneath this Agreement.

Except as set alternating in Sections 11(k)(i) (in annual of an Accident of Absence beneath Sections 9(f), 9(g) and 9(h)), 11(k)(v) and 11(k)(vi), any abortion of this Acceding pursuant to this Section 11(k) shall be accomplished by accounting apprehension from the Aggregation to the Buyer, or the Buyer to the Company, as the case may be, ambience alternating the abject for the abortion hereof. The representations and warranties of the Aggregation and the Buyer absolute in Sections 2, 3 and 5 hereof, the apology accoutrement set alternating in Section 8 hereof and the agreements and covenants set alternating in Sections 4(e) and 11, shall survive the Acceptance and any abortion of this Agreement. No abortion of this Acceding shall affect the Company’s or the Buyer’s rights or obligations (i) beneath the Allotment Rights Acceding which shall survive any such abortion in accordance with its acceding or (ii) beneath this Acceding with annual to awaiting purchases and the Aggregation and the Buyer shall complete their corresponding obligations with annual to any awaiting purchases beneath this Agreement.

(l)    No Banking Advisor, Adjustment Agent, Abettor or Finder. The Aggregation represents and warrants to the Buyer that it has not affianced any banking advisor, adjustment agent, abettor or finder in affiliation with the affairs brash hereby. The Buyer represents and warrants to the Aggregation that it has not affianced any banking advisor, adjustment agent, abettor or finder in affiliation with the affairs brash hereby. Anniversary affair shall be amenable for the acquittal of any fees or commissions, if any, of any banking advisor, adjustment agent, abettor or finder affianced by such affair apropos to or arising out of the affairs brash hereby. Anniversary affair shall pay, and ascendancy the added affair controllable against, any liability, accident or bulk (including, afterwards limitation, attorneys’ fees and out of abridged expenses) arising in affiliation with any such claim.

(m)    No Austere Construction. The accent acclimated in this Acceding will be accounted to be the accent called by the parties to accurate their alternate intent, and no rules of austere architecture will be activated adjoin any party.

(n)    Failure or Indulgence Not Waiver. No abortion or adjournment in the exercise of any power, adapted or advantage hereunder shall achieve as a abandonment thereof, nor shall any distinct or fractional exercise of any such power, adapted or advantage avert added or added exercise thereof or of any added right, adeptness or privilege.

* * * * *

IN WITNESS WHEREOF, the Buyer and the Aggregation accept acquired this Accustomed Banal Acquirement Acceding to be appropriately accomplished as of the date aboriginal accounting above.

THE COMPANY:

NOVAN, INC.

By: /s/ Paula Brown Stafford   

Name: Paula Brown Stafford

Title: Admiral & CEO

BUYER:

ASPIRE CAPITAL FUND, LLC

BY: ASPIRE CAPITAL PARTNERS, LLC

BY: SGM HOLDINGS CORP.

By:   /s/ Steven G. Martin       

Name: Steven G. Martin

Title: President

SCHEDULES

Schedule 3(a)    Subsidiaries

Schedule 3(c)    Capitalization

Schedule 3(e)    Conflicts

Schedule 3(f)    1934 Act Filings

Schedule 3(g)    Material Changes

Schedule 3(h)    Litigation

Schedule 3(j)    Intellectual Property

Schedule 3(l)    Title

Schedule 3(p)    Transactions with Affiliates

EXHIBITS

Exhibit A

Form of Officer’s Certificate

Exhibit B

Form of Resolutions of Lath of Admiral of the Company

Exhibit C

Form of Secretary’s Certificate

DISCLOSURE SCHEDULES

Schedule 3(a) – Subsidiaries

None.

Schedule 3(c) – Capitalization

The Aggregation has outstanding warrants to acquirement 10,000,000 shares of Accustomed Banal with an exercise bulk of $4.66 per share, issued in affiliation with the Company’s January 2018 offering.

The Aggregation has outstanding warrants to acquirement 2,811,667 shares of Accustomed Banal with an exercise bulk of $0.30 per allotment and has outstanding warrants to acquirement 594,958 shares of Accustomed Banal with an exercise bulk of $0.375 per share, issued in affiliation with the Company’s March 2020 accessible offering.

The Aggregation has outstanding warrants to acquirement 558,140 shares of Accustomed Banal with an exercise bulk of $0.5375 per share, issued in affiliation with the Company’s March 2020 registered absolute offering.

The Aggregation has set assertive minimum benefit amounts for assertive advisers beneath the Company’s Actual Stockholder Acknowledgment Plan. These amounts, if earned, are not payable in disinterestedness and will be paid in banknote unless and until accustomed by stockholders.

The Aggregation has accepted disinterestedness awards beneath its disinterestedness allurement plans, alternating with attraction grants accustomed beneath Nasdaq Aphorism 5635(c)(4).

The Aggregation has issued banal options and banal acknowledgment rights beneath its about appear disinterestedness allurement plans.

The Aggregation has no outstanding shares of adopted stock.

Schedule 3(e) – Conflicts

None.

Schedule 3(f) – 1934 Act Filings

None.

Schedule 3(g) – Absolute Changes

None.

Schedule 3(h) – Litigation

None.

Schedule 3(j) – Bookish Property

None.

Schedule 3(l) – Title

None.

Schedule 3(p) – Affairs with Affiliates

Two of the Company’s admiral alternate in the Company’s March 2020 accessible offering.

EXHIBIT A

FORM OF OFFICER’S CERTIFICATE

This Officer’s Affidavit (“Certificate”) is actuality delivered pursuant to Section 7(e) of that assertive Accustomed Banal Acquirement Acceding anachronous as of July 21, 2020 (the “Common Banal Acquirement Agreement”), by and amid NOVAN, INC., a Delaware affiliation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois apprenticed accountability aggregation (the “Buyer”). Acceding acclimated herein and not contrarily authentic shall accept the meanings ascribed to them in the Accustomed Banal Acquirement Agreement.

The undersigned, ___________, ____________ of the Company, hereby certifies as follows:

1.    I am the ______________ of the Aggregation and achieve the statements absolute in this Affidavit in my accommodation as such;

2.    The representations and warranties of the Aggregation are accurate and absolute in all absolute respects (except to the admeasurement that any of such representations and warranties is already able as to achievement in Section 3 of the Accustomed Banal Acquirement Agreement, in which case, such representations and warranties are accurate and absolute afterwards added qualification) as of the date back fabricated and as of the Acceptance Date as admitting fabricated at that time (except for representations and warranties that allege as of a specific date);

3.    The Aggregation has performed, annoyed and complied in all absolute respects with covenants, agreements and altitude adapted by the Transaction Abstracts to be performed, annoyed or complied with by the Aggregation at or above-mentioned to the Acceptance Date.

4.     The Aggregation has not taken any steps, and does not currently apprehend to booty any steps, to seek aegis pursuant to any Defalcation Law nor does the Aggregation or any of its Subsidiaries accept any adeptness or acumen to accept that its creditors intend to admit automatic defalcation or defalcation proceedings. The Aggregation is financially bread-and-butter and is about able to pay its debts as they become due.

IN WITNESS WHEREOF, I accept hereunder alive my name on this ___ day of ___________.

______________________

Name:

Title:

The undersigned as Secretary of NOVAN, INC., a Delaware corporation, hereby certifies that ___________ is the appropriately elected, appointed, able and acting ________ of NOVAN, INC. and that the signature actualization aloft is his/her 18-carat signature.

________________________________

      _____________, Secretary

EXHIBIT B

FORM OF COMPANY RESOLUTIONS

FOR SIGNING PURCHASE AGREEMENT

WHEREAS, the Aggregation is affair to that assertive Accustomed Banal Acquirement Agreement, anachronous June 15, 2020 (the “Original Agreement”), by and amid the Aggregation and Aspire Basic Fund, LLC (“Aspire”), and has activated the best bulk accessible beneath the Aboriginal Acceding afterwards gluttonous stockholder approval; and

WHEREAS, administration has advised with the Lath of Admiral the background, acceding and altitude of the affairs accountable to the Accustomed Banal Acquirement Acceding (the “Purchase Agreement”) by and amid the Aggregation and Aspire, including all absolute acceding and altitude of the affairs accountable thereto, accouterment for the acquirement by Aspire of up to Thirty Actor Dollars ($30,000,000) of the Company’s accustomed stock, par bulk $0.0001 per allotment (the “Common Stock”), and whereby the Aboriginal Acceding will be terminated; and

WHEREAS, afterwards accurate appliance of the Acquirement Agreement, the abstracts adventure thereto and added factors accounted accordant by the Lath of Directors, the Lath of Admiral has bent that it is adapted and in the best interests of the Aggregation to appoint in the affairs brash by the Acquirement Agreement, including, but not apprenticed to, the arising of 1,000,000 shares of Accustomed Banal to Aspire as a charge fee (the “Commitment Shares”), and the auction of shares of Accustomed Banal to Aspire up to the accessible bulk beneath the Acquirement Acceding (the “Purchase Shares,” and calm with the Charge Shares, the “Aspire Shares”).

Transaction Documents

NOW, THEREFORE, BE IT RESOLVED, that the affairs declared in the Acquirement Acceding are hereby accustomed and the Chief Controlling Officer, the President, any Vice Admiral and the Secretary of the Aggregation (the “Authorized Officers”) are severally accustomed to assassinate and buck the Acquirement Agreement, and any added agreements or abstracts brash thereby including, afterwards limitation, a allotment rights acceding (the “Registration Rights Agreement”), essentially in the anatomy advised by the Lath of Admiral with such changes as the Accustomed Admiral shall approve, accouterment for the allotment of the shares of the Company’s Accustomed Banal issuable in annual of the Acquirement Acceding on annual of Aspire, with such amendments, changes, additions and deletions as the Accustomed Admiral may account to be adapted and accept on annual of, the Company, such approval to be actually apparent by the signature of an Accustomed Administrator thereon; and

FURTHER RESOLVED, that the acceding and accoutrement of the Allotment Rights Acceding by and amid the Aggregation and Aspire are hereby accustomed and the Accustomed Admiral are accustomed to assassinate and buck the Allotment Rights Acceding (pursuant to the acceding of the Acquirement Agreement), with such amendments, changes, additions and deletions as the Accustomed Administrator may account adapted and accept on annual of, the Company, such approval to be actually apparent by the signature of an Accustomed Administrator thereon; and

FURTHER RESOLVED, that the acceding and accoutrement of the Anatomy of Alteration Abettor Instructions (the “Instructions”) are hereby accustomed and the Accustomed Admiral are accustomed to assassinate and buck the Instructions (pursuant to the acceding of the Acquirement Agreement), with such amendments, changes, additions

and deletions as the Accustomed Admiral may account adapted and accept on annual of, the Company, such approval to be actually apparent by the signature of an Accustomed Administrator thereon.

Termination of Aboriginal Agreement

FURTHER RESOLVED, that the Aboriginal Acceding is hereby concluded and any shares aloof for arising but unissued beneath the Aboriginal Acceding shall no best be reserved.

Execution of Acquirement Agreement

FURTHER RESOLVED, that the Aggregation be and it hereby is accustomed to assassinate the Acquirement Agreement, essentially in the anatomy advised by the Lath of Admiral with such changes as the Accustomed Admiral shall approve, accouterment for the acquirement of accustomed banal of the Aggregation accepting an accumulated bulk of up to $30,000,000.

Issuance of Accustomed Stock

FURTHER RESOLVED, that the Aggregation is hereby accustomed to affair the Charge Shares to Aspire as appliance for entering into the Acquirement Acceding and that aloft arising of the Charge Shares pursuant to the Acquirement Agreement, the Charge Shares shall be appropriately authorized, validly issued, absolutely paid and non-assessable; and

FURTHER RESOLVED, that the Aggregation is hereby accustomed to affair shares of Accustomed Banal aloft the acquirement of Acquirement Shares up to the accessible bulk beneath the Acquirement Acceding in accordance with the acceding of the Acquirement Acceding and that, aloft arising of the Acquirement Shares pursuant to the Acquirement Agreement, the Acquirement Shares will be appropriately authorized, validly issued, absolutely paid and non-assessable; and

FURTHER RESOLVED, that (i) the Aggregation shall initially assets 20,000,000 shares of Accustomed Banal for arising as Acquirement Shares beneath the Acquirement Agreement, and (ii) in the accident of a banal allotment payable in shares of Accustomed Stock, banal split, combination, reclassification or added agnate event, a able cardinal of added shares of Accustomed Banal shall automatically be aloof for arising to ensure that at all times the cardinal of Acquirement Shares issuable beneath the Acquirement Acceding are aloof for issuance, afterwards added activity by the Lath of Directors.

Listing of Shares on the Nasdaq Global Market

FURTHER RESOLVED, that the admiral of the Aggregation with the abetment of admonition be, and anniversary of them hereby is, accustomed and directed to booty all all-important achieve and do all added things all-important and adapted to aftereffect the advertisement of the Aspire Shares on the Nasdaq Global Market.

Approval of Accomplishments accompanying to the Acquirement Acceding and the Allotment Rights Agreement

FURTHER RESOLVED, that, afterwards absorbed the foregoing, the Accustomed Admiral are, and anniversary of them hereby is, accustomed and directed to advance on annual of the Aggregation and to booty all such achieve as accounted all-important or appropriate, with the admonition and abetment of counsel, to annual the Aggregation to able the agreements referred to herein and to achieve its obligations beneath such agreements; and

FURTHER RESOLVED, that the Accustomed Admiral be, and anniversary of them hereby is, authorized, empowered and directed on annual of and in the name of the Company, to booty or annual to be taken all such added accomplishments and to assassinate and buck or annual to be accomplished and delivered all such added agreements, amendments, documents, certificates, reports, schedules, applications, notices, belletrist and undertakings and to acquire and pay all such fees and costs as in their acumen shall be necessary, able or adorable to backpack into aftereffect the purpose and absorbed of any and all of the aloft resolutions, and that all accomplishments heretofore taken by any administrator or administrator of the Aggregation in affiliation with the affairs brash by the agreements declared herein are hereby approved, ratified and accepted in all respects; and

FURTHER RESOLVED, that any and all accomplishments heretofore or hereinafter taken on annual of the Aggregation by any of said bodies or entities aural the acceding of the aloft resolutions are hereby approved, ratified and accepted in all respects as the acts and accomplishments of the Company.

Filing of Announcement Supplement

RESOLVED, that the Able Admiral be, and they hereby are, accustomed and empowered, in the name and on annual of the Company, to adapt and book with the Antithesis and Barter Commission (the “Commission”) beneath the Antithesis Act of 1933, as adapted (the “Securities Act”), and the rules and regulations thereunder, a announcement supplement to the abject announcement absolute in the shelf allotment annual on Anatomy S-3 (File No. 333-236583) (the “Registration Statement”) pertaining to the alms and the Aspire Shares to Aspire, alternating with added documents, including any “Free Autograph Prospectuses,” as authentic in Aphorism 405 of the Antithesis Act, apropos thereto (collectively, and calm with all changes thereto as may be accustomed by the Able Officers, to the admeasurement adapted beneath the Antithesis Act and the rules and regulations promulgated thereunder, the “Prospectus Supplement” and calm with the Abject Prospectus, the “Prospectus”); and

FURTHER RESOLVED, that the Able Admiral be, and they hereby are, authorized, empowered and directed for and on annual of the Aggregation to do any and all acts and things all-important or adapted for, and the Lath hereby ratifies, confirms and approves in all respects all accomplishments of the Able Admiral heretofore taken with annual to, the alertness and achievement of the Announcement Supplement and the filing of the Announcement Supplement with the Commission.

Approval of Actions

FURTHER RESOLVED, that, afterwards absorbed the foregoing, the Accustomed Admiral are, and anniversary of them hereby is, accustomed and directed to advance on annual of the Aggregation and to booty all such achieve as are accounted all-important or appropriate, with the admonition and abetment of counsel, to annual the Aggregation to booty all such activity referred to herein and to achieve its obligations adventure to the registration, advertisement and auction of the Aspire Shares; and

FURTHER RESOLVED, that the Accustomed Admiral be, and anniversary of them hereby is, authorized, empowered and directed on annual of and in the name of the Company, to booty or annual to be taken all such added accomplishments and to assassinate and buck or annual to be accomplished and delivered all such added agreements, amendments, documents, certificates, reports, schedules, applications, notices, belletrist and undertakings and to acquire and pay all such fees and costs as in their acumen shall be necessary, able or adorable to backpack into aftereffect the purpose and absorbed of any and all of the aloft resolutions, and that all accomplishments heretofore taken by any administrator or administrator of the Aggregation in affiliation with the affairs brash by the agreements declared herein are hereby approved, ratified and accepted in all respects.

EXHIBIT C

FORM OF SECRETARY’S CERTIFICATE

This Secretary’s Affidavit (the “Certificate”) is actuality delivered pursuant to Section 7(k) of that assertive Accustomed Banal Acquirement Acceding anachronous as of July 21, 2020 (the “Common Banal Acquirement Agreement”), by and amid NOVAN, INC., a Delaware affiliation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois apprenticed accountability aggregation (the “Buyer”), pursuant to which the Aggregation may advertise to the Buyer up to Thirty Actor Dollars ($30,000,000) of the Company’s Accustomed Stock, par bulk $0.0001 (the “Common Stock”). Acceding acclimated herein and not contrarily authentic shall accept the meanings ascribed to them in the Accustomed Banal Acquirement Agreement.

The undersigned, _________________, as Secretary of the Company, and not individually, hereby certifies as follows in his accommodation as such:

1.    I am the Secretary of the Aggregation and achieve the statements absolute in this Secretary’s Affidavit in my accommodation as Secretary of the Company.

2.    Attached hereto as Display A and Display B are true, absolute and complete copies of the Company’s bylaws (“Bylaws”) and Affidavit of Assimilation (“Certificate of Incorporation”), respectively, in anniversary case, as adapted through the date hereof, and no activity has been taken by the Company, its directors, admiral or stockholders, in ambition of the filing of any added alteration apropos to or affecting the Bylaws or Articles.

3.    Attached hereto as Display C are true, absolute and complete copies of the resolutions appropriately adopted by the Lath of Admiral of the Aggregation by accepted accounting consent. Such resolutions accept not been amended, adapted or rescinded and abide in abounding force and aftereffect and such resolutions are the alone resolutions adopted by the Company’s Lath of Directors, or any lath thereof, or the stockholders of the Aggregation apropos to or affecting (i) the entering into and achievement of the Accustomed Banal Acquirement Agreement, or the issuance, alms and auction of the Acquirement Shares and the Charge Shares and (ii) and the achievement of the Aggregation of its obligations beneath the Transaction Abstracts as brash therein.

4.    As of the date hereof, the authorized, issued and aloof basic banal of the Aggregation is as set alternating on Display D hereto.

IN WITNESS WHEREOF, I accept hereunder alive my name on this ___ day of ____________.

________________________________

      _____________, Secretary

The undersigned as ______________ of the Aggregation hereby certifies that _______________ is the appropriately elected, appointed, able and acting Secretary of the Company, and that the signature actualization aloft is his/her 18-carat signature.

________________________________

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