SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this Agreement ) is made and entered into as of May 31, 2024 by and among Bionomics Limited, a public company incorporated under the laws of the Commonwealth of Australia (the Company ), and the Investors identified on Exhibit A attached hereto (each an Investor and collectively the Investors ).

A. The Company and each Investor is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the 1933 Act (as defined below);

B. The Investors, severally and not jointly, wish to purchase from the Company, and the Company wishes to sell and issue to the Investors, upon the terms and subject to the conditions stated in this Agreement, Restricted ADSs, each of which shall represent 180 of the Company's ordinary shares, no par value per share (the Shares ), an Accompanying Warrant in the form attached hereto as Exhibit B to purchase Shares related solely to the First Closing (as defined below) and pre-funded warrants to purchase Shares in the form attached hereto as Exhibit B-1 (each, a Pre-Funded Warrant and collectively, the Pre-Funded Warrants ).

C. Contemporaneously with the sale of the Shares and the Pre-Funded Warrants, the parties hereto will execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the Registration Rights Agreement ), pursuant to which the Company will agree to provide certain registration rights in respect of the Shares under the 1933 Act and applicable state securities laws. Upon registration of the Shares and the Warrant Shares pursuant to the terms of the Registration Rights Agreement, the Shares and Warrant Shares will be contained in and traded on the Company's Principal Trading Market in the form of ADSs, with each ADS representing 180 ordinary shares of the Company. The ADSs shall be issued by the Depositary (defined below).

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below:

1933 Act means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

1934 Act means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

Accompanying Warrants means the five (5) year warrants that shall be issued to each Investor solely in connection with the First Closing, with each such Accompanying Warrant to

be exercisable for up to 167% of the Shares purchased by and issued to each Investor at the First Closing.

ADSs mean the American Depositary Shares traded and listed on the Principal Trading Market, with each ADS representing 180 ordinary shares of the Company.

Affiliate means, with respect to any Person, any other Person which directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such Person.

Annual Report means the Company's annual report for the fiscal year ended June 30, 2023, as filed with the SEC on October 18, 2023.

Applicable Closing means the First Closing, the Second Closing and/or the Third Closing, as applicable.

Applicable Closing Date means the First Closing Date, the Second Closing Date and/or the Third Closing Date, as applicable.

Attribution Parties means, with respect to any Person, such Person's Affiliates and any other Person whose beneficial ownership of the Ordinary Shares underlying the ADSs would be aggregated with such Person's for purposes of Section 13(d) or Section 16 of the 1934 Act and the applicable regulations of the SEC, including any group of which such Person is a member.

Australian Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.

Beneficial Ownership Limitation means the percentage of shares held by such Investor at any given time not to exceed 9.99% of the number of outstanding ordinary shares of the Company.

Board means the board of directors of the Company.

Business Day means a day, other than a Saturday or Sunday, on which banks in New York City are open for the general transaction of business.

Company's Knowledge means the actual knowledge of the executive officers (as defined in Rule 405 under the 1933 Act) of the Company.

Constitution means the constitution of the Company as amended or varied from time to time.

Control (including the terms controlling , controlled by or under common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Depositary means Citibank, N.A., which acts as the Company's depositary, and registers and delivers ADSs . Each ADS represents one hundred eighty (180) ordinary shares deposited with Citicorp Nominees Pty Limited, as custodian for the depository. The deposited shares held by the depositary are referred to as the deposited securities. The depositary's office at which the ADSs are administered, and its principal executive office, are located at 388 Greenwich Street, New York, NY 10013.

DTC has the meaning set forth in Section 8.2(c).

EDGAR system means the Electronic Data Gathering, Analysis, and Retrieval system.

Effective Date means the earliest of the date that (a) the Resale Registration Statement has been declared effective by the Commission, (b) all of the Shares and Warrant Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the First Closing Date provided that a holder of Shares or Warrant Shares is not an Affiliate of the Company, or (d) all of the Shares and Warrant Shares may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a written opinion that resales may then be made by such holders of the Shares and Warrant Shares pursuant to such exemption, which opinion shall be in form and substance reasonably acceptable to such holders.

Environmental Laws has the meaning set forth in Section 4.15.

Governmental Entity means any national, federal, state, municipal, local, territorial, foreign or other government or any department, commission, board, bureau, agency, regulatory authority or instrumentality thereof, or any court, judicial, administrative or arbitral body or public or private tribunal.

FDA has the meaning set forth in Section 4.24.

First Closing has the meaning set forth in Section 3.1(a).

First Closing Date has the meaning set forth in Section 3.1(a).

First Closing Overage Number has the meaning set forth in Section 2.1.

First Closing Subscription Amount means, as to an Investor, the aggregate amount to be paid for the Shares and/or Pre-Funded Warrants and the Accompanying Warrants purchased hereunder at the First Closing as specified opposite such Investor's name on Exhibit A attached hereto, under the column entitled First Closing Aggregate Purchase Price, in U.S. Dollars and in immediately available funds.

IFRS means the International Financial Reporting Standards of accounting rules issued by the International Accounting Standards Board (or IASB), utilized by the Company in the preparation of its financial statements, as more fully described in Section 4.17.

Intellectual Property has the meaning set forth in Section 4.14.

Investor Questionnaire has the meaning set forth in Section 3.1(a).

Majority Investors has the meaning set forth in Section 7.1(a)(i).

Material Adverse Effect means a material adverse effect on (i) the assets, liabilities, results of operations, financial condition or business of the Company and its subsidiaries taken as a whole, (ii) the legality or enforceability of any of the Transaction Documents or (iii) the ability of the Company to perform its obligations under the Transaction Documents, except that for purposes of Section 6.1(i) of this Agreement, in no event shall a change in the market price of the ADS' alone constitute a Material Adverse Effect .

Material Contract means any contract, instrument or other agreement to which the Company is a party or by which it is bound that has been filed or was required to have been filed as an exhibit to the SEC Filings pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K.

Nasdaq means the Nasdaq Stock Market LLC.

Overage Number has the meaning set forth in Section 2.1.

Person means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

Placement Agent shall mean Leerink Partners LLC.

Pre-Funded Warrant Share Instructions has the meaning set forth in Section 8.3.

Principal Trading Market means the Trading Market on which the ADSs are primarily listed on and quoted for trading, which, as of the date of this Agreement and the Closing Date, shall be the Nasdaq Global Market.

Pre-Funded Warrants has the meaning set forth in the Recitals.

Public Disclosure has the meaning set forth in Section 9.7.

Restricted ADSs means the unregistered American Depositary Shares, with each Restricted ADS representing 180 ordinary shares of the Company.

Registration Rights Agreement has the meaning set forth in the recitals to this Agreement.

Registrable Securities means (i) the Shares, (ii) the Pre-Funded Warrant Shares, (iii) the Shares issuable upon exercise of the Accompanying Warrant and (iv) any other securities issued upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, registration statement hereunder with respect thereto) upon the first to occur of (A) a registration statement with respect to the sale of such Registrable Securities being declared effective by the SEC under the 1933 Act and such Registrable Securities having been disposed of or transferred by the holder thereof in accordance with such effective Registration Statement, (B) such Registrable Securities having been previously sold or transferred in accordance with Rule 144 (or another exemption from the registration requirements of the 1933 Act), and (C) such securities becoming eligible for resale without volume or manner-of-sale restrictions and without current public information requirements pursuant to Rule 144.

Rule 144 means Rule 144 promulgated under the 1933 Act (or any successor rule).

SEC means the United States Securities and Exchange Commission.

SEC Filings has the meaning set forth in Section 4.7.

Second Closing means the closing of the purchase and sale of Shares and/or Pre-Funded Warrants on the Second Closing Date pursuant to Section 3.2 of this Agreement.

Second Closing Date means the Trading Day on which all conditions precedent to (i) the Investors' obligations to pay the Second Closing Subscription Amount and (ii) the Company's obligations to deliver Shares and/or Pre-Funded Warrants in connection with the Second Closing, in each case, have been satisfied or waived; provided, that the Second Closing Date shall be a date that is not more than five (5) Trading Days following the date on which all such conditions have been satisfied or waived.

Second Closing Notice has the meaning set forth in Section 3.2(a).

Second Closing Overage Number has the meaning set forth in Section 2.2.

Second Closing Subscription Amount means, as to an Investor, the aggregate amount to be paid for the Shares and/or Pre-Funded Warrants purchased hereunder at the Second Closing as specified opposite such Investor's name on Exhibit A attached hereto, under the column entitled Second Closing Aggregate Purchase Price, in U.S. Dollars and in immediately available funds.

Securities means the Shares, the Pre-Funded Warrants and, solely with respect to the First Closing, the Accompanying Warrants (and all Shares exercisable under either warrant, the Warrant Shares).

Shares has the meaning set forth in the recitals to this Agreement.

Short Sales means all short sales as defined in Rule 200 of Regulation SHO under the 1934 Act (but shall not be deemed to include the location and/or reservation of borrowable Shares ).

Third Closing means the closing of the purchase and sale of Shares and/or Pre-Funded Warrants on the Third Closing Date pursuant to Section 3.3 of this Agreement.

Third Closing Date means the Trading Day on which all conditions precedent to (i) the Investors' obligations to pay the Third Closing Subscription Amount and (ii) the Company's obligations to deliver Shares and/or Pre-Funded Warrants in connection with the Third Closing, in each case, have been satisfied or waived; provided, that the Third Closing Date shall be a date that is not more than five (5) Trading Days following the date on which all such conditions have been satisfied or waived.

Third Closing Notice has the meaning set forth in Section 3.3(a).

Third Closing Overage Number has the meaning set forth in Section 2.3.

Third Closing Subscription Amount means, as to an Investor, (a) the aggregate amount to be paid for the Shares and/or Pre-Funded Warrants purchased hereunder at the Third Closing as specified opposite such Investor's name on Annex I attached hereto, under the column entitled Third Closing Aggregate Purchase Price, in U.S. Dollars and in immediately available funds or (b) the forfeiture of the right to receive a portion of the Shares to be issued at the Third Closing pursuant to the terms of Section 3.3(d).

Trading Day means (i) a day on which the ADSs are listed or quoted and traded on its Principal Trading Market (other than the OTC Bulletin Board), or (ii) if the ADSs are not listed on a Trading Market (other than the OTC Bulletin Board), a day on which the ADSs are traded in the over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the ADSs are not quoted on any Trading Market, a day on which the ADSs are quoted in the over-the-counter market as reported in the pink sheets by OTC Markets Group Inc. (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the ADSs are not listed or quoted as set forth in (i), (ii) or (iii) hereof, then Trading Day shall mean a Business Day.

Trading Market means whichever of the New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market

Transaction Documents means this Agreement, including the exhibits attached hereto, the Accompanying Warrant, the Pre-Funded Warrants, the Irrevocable Transfer Agent Instructions and any other documents or agreements executed and delivered by the Company and the Investors in connection with the transactions contemplated hereunder.

Variable Rate Transaction shall have the meaning ascribed to such term in Section 8.5.

Warrant Shares means the Shares issuable upon exercise of the Pre-Funded Warrants and/or the Accompanying Warrant, as applicable.

2. Purchase of Securities.

2.1. First Closing Purchase and Sale of Shares and/or Pre-Funded Warrants and the Accompanying Warrants. On the First Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, the number of Shares set forth opposite the name of such Investor under the heading First Closing Number of Shares on Exhibit A attached hereto, at a price per Share equal to $0.99 (or Pre-Funded Warrant in lieu of Shares at a price per Pre-Funded Warrant equal to $0.9899) as well as an Accompanying Warrant. In the event the number of Shares set forth in Exhibit A under the heading First Closing Number of Shares for any Investor would result in such Investor, together with any Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation after the First Closing, then (a) the number of Shares otherwise issuable to such Investor at the First Closing will be reduced by the number (such number, the First Closing Overage Number ) of Shares that would result in such Investor beneficially owning, together with its Attribution Parties, no more than the Beneficial Ownership Limitation of the outstanding Ordinary Shares underlying the ADSs immediately after the First Closing, (b) the Company will issue to such Investor at the First Closing a Pre-Funded Warrant that is exercisable for a number of Pre-Funded Warrant Shares equal to the Overage Number, and (c) the First Closing Subscription Amount payable by such Investor at the First Closing shall be reduced by $0.0001 for each Pre-Funded Warrant Share subject to the Pre-Funded Warrant being purchased by such Investor.

2.2. Second Closing Purchase and Sale of Shares and/or Pre-Funded Warrants. On the Second Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, the number of Shares set forth opposite the name of such Investor under the heading Second Closing Number of Shares on Exhibit A attached hereto, at a price per Share equal to $0.99 (totaling aggregate proceeds of up to $25 million USD among all Investors). In the event the number of Shares set forth in Exhibit A under the heading Second Closing Number of Shares for any Investor would result in such Investor, together with its Attribution Parties, if any, beneficially owning in excess of the Beneficial Ownership Limitation immediately after the Second Closing, then (a) the number of Shares otherwise issuable to such Investor at the Second Closing will be reduced by the number (such number, the Second Closing Overage Number ) of Shares that would result in such Investor beneficially owning, together with its Attribution Parties, no more than the Beneficial Ownership Limitation immediately after the Second Closing, (b) the Company will issue to such Investor at the Second Closing a Pre-Funded Warrant that is exercisable for a number of Pre-Funded Warrant Shares equal to the Second Closing Overage Number, and (c) the Second Closing Subscription Amount payable by such Investor at the Second Closing shall be reduced by $0.0001 for each Pre-Funded Warrant Share subject to the Pre-Funded Warrant being purchased by such Investor.

2.3. Third Closing Purchase and Sale of Shares and/or Pre-Funded Warrants. On the Third Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, the number of Shares set forth opposite the name of such Investor under the heading Third Closing Number

of Shares on Exhibit A attached hereto, at a price per Share equal to $0.99 (totaling aggregate proceeds of up to $25 million USD among all Investors). In the event the number of Shares set forth in Exhibit A under the heading Third Closing Number of Shares for any Investor would result in such Investor, together with its Attribution Parties, beneficially owning in excess of the Beneficial Ownership Limitation immediately after the Third Closing, then (a) the number of Shares otherwise issuable to such Investor at the Third Closing will be reduced by the number (such number, the Third Closing Overage Number ) of Shares that would result in such Investor beneficially owning, together with its Attribution Parties, no more than the Beneficial Ownership Limitation immediately after the Third Closing, (b) the Company will issue to such Investor at the Third Closing a Pre-Funded Warrant that is exercisable for a number of Pre-Funded Warrant Shares equal to the Third Closing Overage Number, and (c) the Third Closing Subscription Amount payable by such Investor at the Third Closing shall be reduced by $0.0001 for each Pre-Funded Warrant Share subject to the Pre-Funded Warrant being purchased by such Investor.

(a) The initial closing of the purchase and sale of the Shares and/or Pre-Funded Warrants and the Accompanying Warrants pursuant to this Agreement (the First Closing ) shall be held remotely via the electronic exchange of documents and signatures no later than 10:00 AM (Eastern Time) on June 3, 2024 (the First Closing Date ). At or prior to the First Closing, each Investor shall execute any related agreements or other documents required to be executed hereunder, dated on or before the First Closing Date, including but not limited to the Investor Questionnaire in the form attached hereto as Exhibit D (the Investor Questionnaire ) and such other documents required by the Depositary and the Company.

(b) On the First Closing Date, each Investor shall deliver or cause to be delivered to the Company the First Closing Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the First Closing Date.

(c) At the First Closing, the Company shall deliver or cause to be delivered to each Investor the number of Shares to be issued to such Investor pursuant to Section 2.1, registered in the name of the Investor (or its nominee in accordance with its delivery instructions) in book entry form and/or the number of Pre-Funded Warrants and an Accompanying Warrant to be issued to such Investor registered in the name of the Investor in the amounts set forth in Exhibit A hereto.

3.2. Second Closing.

(a) Upon the earlier of (i) receipt of a ruling by the Company from the FDA regarding a breakthrough designation for BNC210 and receipt from the FDA of the outcomes of end of Phase 2 PTSD meeting or (ii) December 31, 2024 (the Second Closing Milestone ), the Company shall provide notice to each Investor of the achievement of such Second Closing Milestone within five (5) business days thereafter, which notice shall also include the proposed

date of the Second Closing (the Second Closing Notice ). The above noted Second Closing Milestone is also conditioned on the then current effectiveness of the Company's resale registration statement covering the Registrable Securities.

(b) Upon Investor s exercise of its Second Closing Milestone option, then at the Second Closing (which, for the avoidance of doubt, shall occur on the Second Closing Date), upon receipt by the Company of such Investor's respective funds for such portion of the exercised Second Closing Subscription Amount (the Second Closing Subscription Amount ), the Company shall deliver or cause to be delivered to each Investor the number of Shares and/or Pre-Funded Warrants to be issued to such Investor pursuant to Section 2.2, registered in the name of the Investor (or its nominee in accordance with its delivery instructions) in book entry form, up to the amount as set forth in Exhibit A.

(c) Mandatory Purchase: If at any time following delivery of the Second Closing Milestone Notice, and prior to the expiration of the date that is thirty (30) days following delivery of the Second Closing Notice by the Company, if the ten (10)-day volume weighted average price of the ADSs (as quoted on Nasdaq and as calculated by Bloomberg Financial Markets) is at least $8.00 per share (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Second Closing (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) with aggregate trading volume (measured in terms of aggregate sale prices) during the same ten (10)-day period of at least $100 million (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Second Closing, then the Investor shall be required to purchase its maximum pro-rata number of Shares or Pre-Funded Warrants, as the case may be, at the Second Closing as set forth on Exhibit A.

(d) On the Second Closing Date, each Investor shall deliver or cause to be delivered to the Company, collectively, the Second Closing Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Second Closing Date.

(a) Upon the latter of (i) completion of an interim safety review of the planned BNC210 Phase-3 PTSD study, which will be focused on a blinded review of liver function tests, or (ii) December 31, 2025 (or such other milestone as may be agreed in advance in writing by the Company and the Investors party hereto) (the Third Closing Milestone ), the Company shall provide notice to each Investor a notice of the achievement of such Third Closing Milestone within five (5) business days thereafter, which notice shall also include the proposed date of the Third Closing (the Third Closing Notice ). The above noted Third Closing Milestone is also conditioned on the then current effectiveness of the Company's resale registration statement covering the Registrable Securities.

(b) Upon an Investor s exercise of its Third Closing Milestone option, then at the Third Closing (which, for the avoidance of doubt, shall occur on the Third

Closing Date), upon receipt by the Company of such Investor's respective funds for such portion of the exercised Third Closing Subscription Amount (the Third Closing Subscription Amount ), the Company shall deliver or cause to be delivered to each Investor the number of Shares and/or Pre-Funded Warrants to be issued to such Investor pursuant to Section 2.2, registered in the name of the Investor (or its nominee in accordance with its delivery instructions) in book entry form, up to the amount as set forth in Exhibit A.

(c) Mandatory Purchase: If at any time following delivery of the Third Closing Milestone Notice, and prior to the expiration of the date that is thirty (30) days following delivery of the Third Closing Notice by the Company, if the ten (10)-day volume weighted average price of the ADSs (as quoted on Nasdaq and as calculated by Bloomberg Financial Markets) is at least $8.00 per share (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Third Closing (which amount shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction) with aggregate trading volume (measured in terms of aggregate sale prices) during the same ten (10)-day period of at least $100 million (or such lesser amount as may be approved by Investors required to purchase a majority of the Shares (or Pre-Funded Warrants) at the Third Closing, then the Investor shall be required to purchase its maximum pro-rata number of Shares or Pre-Funded Warrants, as the case may be, at the Third Closing as set forth on Exhibit A.

(d) On the Third Closing Date, each Investor shall deliver or cause to be delivered to the Company, collectively, the Third Closing Subscription Amount via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Third Closing Date.

4. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors and the Placement Agent that, except (a) as described in the Company's SEC Filings and (b) as set forth on the disclosure schedule, if any, delivered herewith (which is arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Section 4) (the Disclosure Schedule ):

4.1 Organization, Good Standing and Qualification. The Company reports as a foreign private issuer, as such term is defined in Rule 405 of the 1933 Act, and shall rely upon the rules applicable to a foreign private issuer through June 30, 2024. The Company has been duly organized, registered and is validly existing as a corporation under the laws of the Commonwealth of Australia and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Annual Report and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required (or such equivalent concept to the extent it exists under the laws of such jurisdiction), whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to qualify or to be in good standing would not result in a Material Adverse Effect. Each significant subsidiary of the Company has been duly incorporated or organized and is validly existing and in good standing (or such equivalent concepts to the

extent they exist under the law of such jurisdiction) under the laws of the jurisdiction of its incorporation or organization, and have all requisite power and authority to carry on their business as now conducted and to own or lease their properties. The Company's significant subsidiaries are duly qualified to do business and are in good standing (or such equivalent concept to the extent it exists under the law of such jurisdiction) in each jurisdiction in which the conduct of their business or their ownership or leasing of property makes such qualification necessary unless the failure to so qualify has not had and would not reasonably be expected to have a Material Adverse Effect.

4.2 Authorization. The Company has the requisite corporate power and authority and has taken all requisite corporate action necessary for, and no further action on the part of the Company, its officers, directors and shareholders is necessary for, (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Company hereunder or thereunder, and (iii) the authorization, issuance (or reservation for issuance) and delivery of the Securities. The Transaction Documents constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability, relating to or affecting creditors' rights generally and to general equitable principles.

4.3 Capitalization. The Company's disclosure of its issued and outstanding share capital in the Annual Report containing such disclosure was accurate in all material respects as of the date indicated in the Annual Report. Since the date indicated in such Annual Report, there has not been any change in the Company's share capital, other than as a result of the exercise of options or the award of options in the ordinary course of business pursuant to the Company's share-based compensation plans described in the SEC Filings and issuances under the Company's At the Market program, as described in the SEC Filings. All of the issued and outstanding Shares of the Company have been duly authorized and validly issued and are fully paid ; none of such Shares were issued in violation of any preemptive rights; and such Shares were issued in compliance in all material respects with applicable securities law and any rights of third parties. No Person is entitled to preemptive or similar statutory or contractual rights with respect to the issuance by the Company of any Securities. Except for options approved pursuant to the Company's share-based compensation plans described in the Annual Report, any warrants and prefunded warrants described in the Annual Report, and other agreements described in the Annual Report, there are no outstanding warrants, options, convertible securities or other rights, agreements or arrangements of any character under which the Company is or may be obligated to issue any equity securities of any kind, except as contemplated by this Agreement. Except for the Registration Rights Agreement to be entered into in connection with this Agreement and the Closing, there are no voting agreements, buy-sell agreements, option or right of first purchase agreements or other agreements of any kind among the Company and any of the securityholders of the Company relating to the securities of the Company held by them. Except as provided in the Registration Rights Agreement, no Person has the right to require the Company to register any securities of the Company under the 1933 Act, whether on a demand basis or in connection with the registration of securities of the Company for its own account or for the account of any other Person that have not otherwise been satisfied in full.

The issuance and sale of the Securities hereunder will not obligate the Company to issue Shares or other securities to any other Person (other than the Investors) and, except as described in the SEC Filings, will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security.

The Company does not have outstanding shareholder purchase rights or poison pill or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

4.4 Valid Issuance. The Shares, when issued and delivered pursuant to the terms approved by the board of directors of the Company or a duly authorized committee thereof, or a duly authorized executive committee, against payment therefor as provided herein, will be duly and validly authorized and, when issued and paid for pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and shall be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. The Warrant Shares have been duly and validly authorized and reserved for issuance and, if and upon exercise of the Pre-Funded Warrants and Accompanying Warrants in accordance with their terms, including the payment of any exercise price therefor, will be validly issued, fully paid and nonassessable and will be free and clear of all encumbrances and restrictions (other than those created by the Investors), except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws. Assuming the accuracy of the representations and warranties of each Investor in Section 5 hereof, the Warrant Shares will be issued in compliance with all applicable federal and state securities laws.