Exhibit 10.1



 Exhibit 10.1 

SECURITIES PURCHASE AGREEMENT 

This Securities Purchase Agreement (this “Agreement”) is dated as of June [●], 2015 by and among ContraFect
Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser,” and collectively, the
“Purchasers”). 
 RECITALS 

A. The Company is offering for sale (i) shares of the Company’s Common Stock and (ii) warrants to purchase shares of the
Company’s Common Stock (the “Offering”). 
 B. The Company has engaged Brookline Group LLC and M.M.
Dillon & Co. Group LLC (together, the “Placement Agents”) to act as exclusive placement agents for the Offering on a “reasonable best efforts” basis. 

C. Pursuant to this Agreement, each Purchaser, severally and not jointly, wishes to purchase, and the Company wishes to sell, upon the terms
and conditions set forth herein, Shares and Warrants pursuant to Section 2.1(a) of this Agreement. 
 D. The Company and
each Purchaser are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act. 

E. Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration
Rights Agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will agree to provide certain registration rights with
respect to the Shares and Warrant Shares (as defined in the Registration Rights Agreement) under the Securities Act and the rules and regulations promulgated thereunder and applicable state securities laws. 

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree as follows: 
 ARTICLE I

 DEFINITIONS 

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
shall have the meanings indicated in this Section 1.1: 
 “8-K Filing” has the meaning set forth in
Section 4.4. 







 “Action” means any action, suit, notice of violation, proceeding (including any
partial proceeding such as a deposition) or investigation pending or, to the knowledge of the Company, overtly threatened in writing against the Company, or any of its properties or any officer, director or employee of the Company acting in his or
her capacity as an officer, director or employee, before or by any federal, state, county, local or foreign court, arbitrator, governmental or administrative agency, regulatory authority, stock market, stock exchange or trading facility. 

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more
intermediaries, Controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act. 

“Agreement” has the meaning set forth in the Preamble. 

“Board of Directors” means the board of directors of the Company. 

“Business Day” means any day except Saturday, Sunday, any day which is a federal legal holiday in the United States or any
day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close. 

“Closing” means the closing of the purchase and sale of the Shares pursuant to this Agreement. 

“Common Stock” means the common stock of the Company, par value $0.0001 per share. 

“Closing Date” means the Trading Day when all of the Transaction Documents have been executed and delivered by the applicable
parties thereto, and all of the conditions set forth in Sections 2.1, 2.2, 5.1 and 5.2 hereof are satisfied or waived, as the case may be, or such other date as the parties may agree. 

“Commission” has the meaning set forth in the Recitals. 

“Common Stock” has the meaning set forth in the Recitals, and also includes any other class of securities into which the
Common Stock may hereafter be reclassified or changed. 
 “Common Stock Equivalents” means any securities of the Company
which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exchangeable for, or
otherwise entitles the holder thereof to receive, Common Stock or other securities that entitle the holder to receive, directly or indirectly, Common Stock. 

“Company” has the meaning set forth in the Preamble. 

“Company Counsel” means Shearman & Sterling LLP, or such other legal counsel as may be engaged by the Company. 

“Company Deliverables” has the meaning set forth in Section 2.2(a). 

  
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 “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. 
 “Disclosure Materials” has the meaning set forth in Section 3.1(h). 

“Effective Date” means the date on which the initial Registration Statement required by Section 2(a) of the Registration
Rights Agreement is first declared effective by the Commission. 
 “Environmental Laws” has the meaning set forth in
Section 3.1(ee). 
 “Escrow Agent” means ServisFirst Bank, an Alabama chartered bank, with offices at 850
Shades Creek Parkway, Suite 200, Birmingham, AL 35209. 
 “Escrow Agreement” means the escrow agreement entered into prior
to the date hereof by and among the Company, the Escrow Agent and the Placement Agents pursuant to which each Purchaser shall deposit its Subscription Amount with the Escrow Agent to be applied to the transactions contemplated by this Agreement.

 “Evaluation Date” has the meaning set forth in Section 3.1(u). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations
promulgated thereunder. 
 “FDA” has the meaning set forth in Section 3.1(oo). 

“FDCA” has the meaning set forth in Section 3.1(oo). 

“GAAP” means U.S. generally accepted accounting principles, as applied by the Company. 

“Indebtedness” means (i) any liabilities for borrowed money in excess of $250,000 (which, for the avoidance of doubt,
does not include trade accounts payable), (ii) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the
notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, and (iii) the present value of any lease payments in excess of $250,000 due under
leases required to be capitalized in accordance with GAAP. 
 “Indemnified Person” has the meaning set forth in
Section 4.9(b). 
 “Intellectual Property Rights” has the meaning set forth in Section 3.1(q). 

“Lien” means any lien, charge, claim, encumbrance, security interest, right of first refusal, preemptive right or other
restriction of any kind. 

  
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 “Major Purchaser” means a Purchaser, or group of Purchasers that are Affiliates
(including affiliated funds), that purchases $3,000,000 or more of Shares, in the aggregate, at the Closing. 
 “Material Adverse
Effect” means a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company, except that any of the following, either alone or in combination, shall not be deemed a Material
Adverse Effect: (i) effects caused by changes or circumstances affecting general market or other conditions in the U.S. economy or which are generally applicable to the industry in which the Company operates, provided that such effects are not
borne to a materially disproportionate degree by the Company compared to other companies operating in the same industry as the Company; (ii) effects resulting from or relating to the announcement or disclosure of the sale of the Securities or
other transactions contemplated by this Agreement or the Offering; or (iii) effects caused by any event, occurrence or condition resulting from or relating to the taking of any action in accordance with this Agreement. 

“Material Contract” means any contract of the Company that has been filed or was required to have been filed as an exhibit to
the SEC Reports pursuant to Item 601(b)(4) or Item 601(b)(10) of Regulation S-K. 
 “Material Permits” has the
meaning set forth in Section 3.1(o). 
 “Money Laundering Laws” has the meaning set forth in
Section 3.1(pp). 
 “New York Courts” means the state and federal courts sitting in the City of New York,
Borough of Manhattan. 
 “OFAC” has the meaning set forth in Section 3.1(kk). 

“Offering” has the meaning set forth in the Recitals. 

“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 Agents” has the meaning set forth in the Recitals. 

“Press Release” has the meaning set forth in Section 4.4. 

“Principal Trading Market” means the Trading Market on which the Common Stock is primarily listed on and/or quoted for
trading, which, as of the date of this Agreement and the Closing Date, is the NASDAQ Capital Market. 
 “Proceeding” means
an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or overtly threatened in writing. 

  
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 “Product” has the meaning set forth in Section 3.1(oo). 

“Purchase Price” means $4.23 per Share. 

“Purchaser” or “Purchasers” has the meaning set forth in the Preamble. 

“Purchaser Deliverables” has the meaning set forth in Section 2.2(b). 

“Purchaser Party” has the meaning set forth in Section 4.9(a). 

“Registration Rights Agreement” has the meaning set forth in the Recitals. 

“Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights
Agreement and covering the resale by the Purchasers and Brookline Group, LLC of the Registrable Securities (as defined in the Registration Rights Agreement). 

“Regulation D” has the meaning set forth in the Recitals. 

“Required Approvals” has the meaning set forth in Section 3.1(e). 

“Required Delivery Date” has the meaning set forth in Section 4.1(c). 

“Required Purchasers” means Purchasers holding or having the right to acquire 66.66% of the Shares, at the applicable time.

 “Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same effect as such Rule. 

“SEC Reports” has the meaning set forth in Section 3.1(h). 

“Securities” means, collectively, the Shares and the Warrants. 

“Securities Act” has the meaning set forth in the Recitals. 

“Shares” means, as the context requires, (i) the shares of Common Stock being acquired by a Purchaser pursuant to this
Agreement, (ii) the aggregate number of shares of Common Stock being acquired by all Purchasers together pursuant to this Agreement, and (iii) the Warrant Shares. 

“Short Sales” include, without limitation (i) all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, short sales, swaps, “put equivalent positions” (as defined in
Rule 16a-1(h) under the Exchange Act) and similar arrangements (including on a total return basis), and (ii) sales and other transactions through non-U.S. broker dealers or foreign regulated brokers (but shall not be deemed to include the
location and/or reservation of borrowable shares of Common Stock). 

  
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 “Subscription Amount” means, with respect to each Purchaser, the
aggregate amount paid by such Purchaser, and accepted by the Company, for the Securities purchased hereunder. 

“Subsidiary” means any subsidiary of the Company as set forth in the SEC Reports, and shall, where applicable, include
any subsidiary of the Company formed or acquired after the date hereof. 
 “Trading Day” means a day on which
the Common Stock is listed or quoted on its Principal Trading Market, provided, that in the event that the Common Stock is not so listed or quoted, then Trading Day shall mean a Business Day. 

“Trading Market” means the NASDAQ Stock Market (any market tier) on which the Common Stock is listed or quoted for
trading on the date in question. 
 “Transaction Documents” means this Agreement and the exhibits attached
hereto, the Registration Rights Agreement, the Warrants, the Escrow Agreement, the Transfer Agent Instructions and any other documents or agreements explicitly contemplated hereunder. 

“Transfer Agent” means American Stock Transfer & Trust Co., the current transfer agent of the Company, or any
successor transfer agent for the Company. 
 “Transfer Agent Instructions” has the meaning set forth in
Section 2.2(a)(iv). 
 “Warrants” means, as the context requires, (i) the warrants being acquired
by a Purchaser pursuant to this Agreement, or (ii) the aggregate warrants being acquired by all Purchasers together pursuant to this Agreement. 

“Warrant Shares” means the shares of Common Stock issuable upon exercise of the Warrants. 

ARTICLE II 
 PURCHASE
AND SALE 
 2.1 Closing. 

(a) Amount. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each
Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, such number of shares of Common Stock equal to the quotient resulting from dividing (i) the Subscription Amount for such Purchaser by (ii) the
Purchase Price, rounded down to the nearest whole share. In addition, each Purchaser shall receive a Warrant to purchase a number of Warrant Shares equal to fifty percent (50%) of the number of Shares purchased by such Purchaser, rounded up to
the nearest whole share. The Warrants shall have an exercise price equal to $8.00 per Warrant Share and a term of three years. 

  
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 (b) Closing. The Closing of the purchase and sale of the Securities pursuant to this
Agreement shall take place at the offices of Company Counsel on the Closing Date or at such other location or remotely by facsimile transmission or other electronic means as determined by the Company. 

(c) Form of Payment. Unless otherwise agreed by the Company, on or before the Closing Date, each Purchaser shall deliver to the Escrow
Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser. The Company shall, upon written request, within three (3) Trading
Days after the Closing, deliver or cause to be delivered to each Purchaser (i) one or more original stock certificates evidencing the number of Shares such Purchaser purchased, and (ii) one or more Warrants, substantially in the form
attached hereto as Exhibit B, evidencing the appropriate number of Warrant Shares as provided in Section 2.1(a) above. 

2.2 Closing Deliveries. 

(a) At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to the Purchasers or the Placement Agents, as
applicable, the following (the “Company Deliverables”): 
 (i) this Agreement, duly executed by the Company; 

(ii) a customary legal opinion from Company Counsel, dated as of the Closing Date, executed by such counsel and addressed to the Placement
Agents; 
 (iii) if requested in writing at least two business days prior to the Closing Date, facsimile copies of the issued and duly
executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; 
 (iv) a copy of the Irrevocable
Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); 

(v) the Registration Rights Agreement, duly executed by the Company; and 

(vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of
Directors or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the certificate of
incorporation and bylaws of the Company. 
 (b) Prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company
or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): 
 (i) this Agreement, duly executed by
such Purchaser; 

  
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 (ii) to the Escrow Agent, such Purchaser’s Subscription Amount by wire transfer in United
States dollars and in immediately available funds to the account specified in the Escrow Agreement; 
 (iii) the Registration Rights
Agreement, duly executed by such Purchaser; and 
 (iv) a fully completed and duly executed Investor Questionnaire in the form provided by
the Placement Agents and approved by the Company. 
 ARTICLE III 

REPRESENTATIONS AND WARRANTIES 

3.1 Representations and Warranties of the Company. The Company hereby represents and warrants as of the date hereof and as of the
Closing Date (except for the representations and warranties that speak as of a specific date, which shall be made as of such date), to each Purchaser and the Placement Agents: 

(a) Subsidiaries. The Company has no direct or indirect Subsidiaries. 

(b) Organization and Qualification. The Company is an entity duly incorporated, validly existing and in good standing under the laws of
the jurisdiction of its incorporation, with the requisite power and authority to own or lease and use its properties and assets and to carry on its business as currently conducted. The Company is not in violation or default of any of the provisions
of its certificate of incorporation or bylaws. The Company is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by
it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, would not reasonably be expected to have a Material Adverse Effect, and no Proceeding has been instituted, is pending, or, to
the knowledge of the Company, has been threatened in writing in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. 

(c) Authorization; Enforcement; Validity. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by each of the Transaction Documents to which it is a party and otherwise to carry out its obligations hereunder and thereunder. The Company’s execution and delivery of each of the Transaction Documents to which it
is a party and the consummation by it of the transactions contemplated hereby and thereby (including, but not limited to, the sale and delivery of the Shares and the Warrants and the reservation for issuance and the subsequent issuance of the
Warrant Shares upon exercise of the Warrants) have been duly authorized by all necessary corporate action on the part of the Company, and no further corporate action is required by the Company, its Board of Directors or its stockholders in
connection therewith other than in connection with the Required Approvals. Each of the Transaction Documents to which the 

  
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Company is a party has been (or upon delivery will have been) duly executed by the Company and is, or when delivered in accordance with the terms hereof, will, constitute the legal, valid and
binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws
relating to, or affecting generally, the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 

(d) No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party and the
consummation by the Company of the transactions contemplated hereby or thereby (including, without limitation, the issuance of the Shares and Warrants and the reservation for issuance and issuance of the Warrant Shares) do not and will not
(i) conflict with or violate any provisions of the Company’s certificate of incorporation or bylaws, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under,
result in the creation of any Lien upon any of the properties or assets of the Company or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any Material Contract, or
(iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject
(including federal and state securities laws, assuming the correctness of the representations and warranties made by the Purchasers herein), or by which any property or asset of the Company is bound or affected, except in the case of clauses
(ii) and (iii) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including the Principal Trading Market) or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents (including, without limitation, the issuance of the Shares and Warrants and the reservation for issuance and issuance of the Warrant Shares), other than (i) the filing with
the Commission of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, (ii) filings required by applicable state securities laws, (iii) the filing of a Notice of Exempt Offering of
Securities on Form D with the Commission under Regulation D of the Securities Act, (iv) the filing of any requisite notices and/or application(s) to the Principal Trading Market for the issuance and sale of the Shares and the listing of the
Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, (v) the filings contemplated in Section 4.5 of this Agreement, and (vi) those that have been made or obtained prior to the
date of this Agreement (collectively, the “Required Approvals”). 
 (f) Issuance of the Shares. The Shares have been
duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and 

  
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validly issued, fully paid and nonassessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities
laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents, will be duly and validly issued, free and
clear of all liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrant Shares issuable upon
exercise of the Warrants have been duly authorized and, when issued and paid for in accordance with the terms of the Transaction Documents will be duly and validly issued, fully paid and nonassessable, free and clear of all liens, other than
restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Assuming the accuracy of the representations and warranties of the
Purchasers in this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. 
 (g)
Capitalization. The number of shares and type of all authorized, issued and outstanding capital stock, options and other securities of the Company as of March 31, 2015 (whether then convertible into or exercisable or exchangeable for
shares of capital stock of the Company) is set forth in the SEC Reports. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction
Documents that have not been effectively waived as of the Closing Date. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers and the
Placement Agents) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly
issued, fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or
purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. 

(h) SEC Reports; Disclosure Materials. The Company has filed with the Commission all reports, schedules, forms, statements and other
documents required to be filed by the Company under the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, but except any
information that is “furnished” and not “filed”, being collectively referred to herein as the “SEC Reports,” and the SEC Reports, being collectively referred to as the “Disclosure Materials”), on
a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective filing dates, or to the extent corrected or updated by a subsequent
amendment or restatement, the SEC Reports complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any
untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 

  
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 (i) Eligibility to Use a Registration Statement on Form S-3. The Company expects to be
eligible to file a registration statement on Form S-3 beginning on August 3, 2015. 
 (j) Financial Statements. The financial
statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing (or to the extent
corrected or updated by a subsequent amendment or restatement). Such financial statements have been prepared in accordance with GAAP in all material respects, except as may be otherwise specified in such financial statements or the notes thereto and
except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. 
 (k) Material
Changes. Since March 31, 2015, (i) there have been no events, occurrences or developments that have had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (ii) except as
disclosed in the SEC Reports, the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and
(B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not materially altered its method of accounting or the manner
in which it keeps its accounting books and records, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any
shares of its capital stock and (v) except as disclosed in the SEC Reports, there has not been any material change or amendment to, or any waiver of any material right by the Company under, any Material Contract under which the Company is bound
or subject. 
 (l) Litigation. There is no Action which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the issuance of the Securities or (ii) except as disclosed in the SEC Reports, would, if determined adversely to the Company, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect. 
 (m) Employment Matters. No material labor dispute exists or, to the knowledge of the Company, is
imminent with respect to any of the employees of the Company which would reasonably be expected to have a Material Adverse Effect. None of the Company’s employees is a member of a union that relates to such employee’s relationship with the
Company, and the Company is not a party to a collective bargaining agreement. No current executive officer of the Company (as defined in Rule 501(f) under the Securities Act) has notified the Company that such officer intends to leave the
Company or otherwise terminate such officer’s employment with the Company. 

  
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 (n) Compliance. The Company (i) is not in material default under or in violation of
(and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company), nor has the Company received written notice of a claim that it is in default under or that it is in violation
of, any Material Contract (whether or not such default or violation has been waived), (ii) is not in violation of any order of any court, arbitrator or governmental body having jurisdiction over the Company or its properties or assets, or
(iii) is not in violation of, or in receipt of written notice that it is in violation of, any statute, rule or regulation of any governmental authority or self-regulatory organization (including the Principal Trading Market) applicable to the
Company, except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(o) Regulatory Permits. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state,
local or foreign regulatory authorities necessary to conduct its business as currently conducted and as described in the SEC Reports, except where the failure to possess such permits, individually or in the aggregate, has not and would not
reasonably be expected to have a Material Adverse Effect (“Material Permits”). The Company has not received any notice of Proceedings relating to the revocation or material adverse modification of any such Material Permits. 

(p) Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it, if any. The Company has
good and marketable title to all tangible personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens except as disclosed in the SEC Reports or such as do not materially affect the value of
such property and do not interfere with the use made and proposed to be made of such property by the Company. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and facilities by the Company. 

(q) Patents and Trademarks. To the knowledge of the Company, the Company owns, possesses, licenses or has other adequate rights to use
all patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade secrets, inventions, copyrights, licenses, technology, know-how and other intellectual property rights and similar
rights necessary for use in connection with its business as described in the SEC Reports and which the failure to so have would reasonably be expected to have a Material Adverse Effect (collectively, the “Intellectual Property
Rights”). There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any Person that the Company’s business as now conducted infringes or otherwise violates any patent, trademark,
copyright, trade secret or other proprietary rights of such Person. To the knowledge of the Company, there is no existing infringement by another Person of any of the Company Intellectual Property Rights that would reasonably be expected to have a
Material Adverse Effect. 

  
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 (r) Insurance. The Company is insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company is engaged. The Company has not received any notice of cancellation of any such insurance,
nor, to the knowledge of the Company, will it be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business. 

(s) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the executive officers or directors of
the Company and, to the knowledge of the Company, none of the employees of the Company, is presently a party to any transaction with the Company or any Affiliate of the Company (other than for services as employees, officers and directors), that
would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act. 
 (t) Internal
Accounting Controls. The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in
accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken
with respect to any differences. 
 (u) Sarbanes-Oxley; Disclosure Controls. The Company is in compliance in all material respects
with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the
Exchange Act) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered
by the Company’s most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control over financial
reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 

(v) Certain Fees. No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right,
interest or claim against or upon the Company or a Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than placement


  
 13 








 
agent, legal, accounting and other fees and expenses customary in similar offerings that are being paid by the Company. The Company shall indemnify, pay, and hold each Purchaser harmless against,
any liability, loss or expense (including, without limitation, attorneys’ fees and out-of-pocket expenses) arising in connection with any such right, interest or
claim. 
 (w) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in
Section 3.2 of this Agreement and the accuracy of the information disclosed in the Investor Questionnaires provided by the Purchasers, no registration under the Securities Act is required for the offer and sale of the Securities by the
Company to the Purchasers under the Transaction Documents. The issuance and sale of the Securities does not contravene the rules and regulations of the Principal Trading Market. 

(x) Investment Company. The Company is not and, immediately after receipt of payment for the Securities, will not be an
“investment company” within the meaning of the Investment Company Act of 1940, as amended. 
 (y) Registration Rights.
Except in connection with the Offering or as disclosed in the SEC Filings or the Company’s S-1/A Registration Statement filed with the Commission on July 25, 2014, no Person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company. 
 (z) Listing and Maintenance Requirements. The Company’s Common
Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to terminate the registration of the Common Stock under the Exchange Act, nor has the Company received any notification that the
Commission is contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received written notice from the Principal Trading Market to the effect that the Company is not in compliance
with the listing or maintenance requirements of the Principal Trading Market. The Company is in compliance with all listing and maintenance requirements of the Principal Trading Market on the date hereof in all material respects. 

(aa) Rights Agreements. The Company has not adopted any stockholder rights plan or similar arrangement relating to accumulations of
beneficial ownership of Common Stock or a change in control of the Company. 
 (bb) Disclosure. The Company confirms that it has not
provided, and to the knowledge of the Company, none of its executive officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized the Placement Agents to provide, any Purchaser or its respective
agents or counsel with any information that it believes constitutes material, non-public information (i) except insofar as the existence, provisions and terms of the Transaction Documents and the proposed transactions hereunder may constitute
such information, all of which will be disclosed by the Company in the manner contemplated by Section 4.5 hereof, or (ii) unless such Purchaser shall have executed a written agreement regarding the confidentiality and use of such
information. The Company understands and confirms that the Purchasers will rely on the foregoing representations in effecting transactions in securities of the Company. 

  
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 (cc) No Integrated Offering. Assuming the accuracy of the Purchasers’ representations
and warranties set forth in Section 3.2, neither the Company nor, to the knowledge of the Company, any Person acting on its behalf has, directly or indirectly, at any time within the past six (6) months, made any offers or sales of
any Company security or solicited any offers to buy any Company security under circumstances that would (i) eliminate the availability of the exemption from registration under Regulation D under the Securities Act in connection with the offer
and sale by the Company of the Securities as contemplated hereby or (ii) cause the Offering to be integrated with prior offerings by the Company for purposes of any stockholder approval provisions, including, without limitation, under the rules
and regulations of any Trading Market on which any of the securities of the Company are listed or quoted. 
 (dd) Tax Matters. The
Company (i) has prepared and filed (or has requested valid extensions for) all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject, and (ii) has paid all
taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith, with respect to which adequate reserves have been
set aside on the books of the Company, except in either case where the failure to prepare, file or pay would not reasonably be expected to have a Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the
Company by the taxing authority of any jurisdiction. 
 (ee) Environmental Matters. Except as disclosed in the SEC Reports, the
Company has operated its business in material compliance with all Environmental Laws, and no material expenditures are or will be required in order to comply therewith. The Company has not received any notice or communication that relates to or
alleges any actual or potential violation or failure to comply with any Environmental Laws that will result in a Material Adverse Effect. As used herein, the term “Environmental Laws” means all applicable laws and regulations,
including any licensing, permits or reporting requirements, and any action by a federal state or local government entity pertaining to the protection of the environment, protection of public health, protection of worker health and safety, or the
handling of hazardous materials, including without limitation, the Clean Air Act, 42 U.S.C. § 7401, et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601, et seq., the Federal Water
Pollution Control Act, 33 U.S.C. § 1321, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 690-1, et seq., and the Toxic Substances Control Act, 15
U.S.C. § 2601, et seq. 
 (ff) No General Solicitation. Neither the Company nor, to the knowledge of the Company, any Person
acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising (within the meaning of Regulation D). 

(gg) Unlawful Payments. To the knowledge of the Company, none of the Company, nor any directors, executive officers, employees, agents
or other Persons acting at the direction of or on behalf of the Company, has, in the course of its actions for or on behalf of the Company at any time during the last five (5) years: (a) made any unlawful contribution to any


  
 15 








 
candidate for foreign office, or failed to disclose fully any contribution in violation of law; (b) made any unlawful payments to any foreign or domestic governmental officials, or other
Person charged with similar public or quasi-public duties, or to any foreign or domestic political parties or campaigns from corporate funds; (c) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended; or (d) made
any other unlawful bribe, rebate, payoff, influence payment, kickback or other material unlawful payment to any foreign or domestic government official, other than payments that are not prohibited by the laws of the United States or any jurisdiction
thereof. 
 (hh) Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company and
an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its SEC Reports and is not so disclosed and would reasonably be expected to have a Material Adverse Effect. 

(ii) Acknowledgment Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers
is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or
fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection
with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company represents to each Purchaser that the Company’s decision to enter into this Agreement
and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives. 

(jj) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf (other than the Placement Agents,
with respect to which no representation is made) has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale
of any of the Securities, or (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities in violation of Regulation M under the Exchange Act, other than, in the case of clause (iii), compensation
paid to the Placement Agents in connection with the placement of the Securities. 
 (kk) OFAC. The Company is not, and, to the
knowledge of the Company, no director, executive officer, agent, employee, Affiliate or other Person acting for or on behalf of the Company is, currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S.
Treasury Department (“OFAC”). The Company will not knowingly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any joint venture partner or other Person or entity,
towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to any U.S. sanctions administered by OFAC. 

  
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 (ll) No Additional Agreements. The Company does not have any agreement or understanding
with any Purchaser with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents. 

(mm) Accountants. Ernst & Young LLP, who will express their opinion with respect to the audited financial statements and
schedules to be included as a part of any Registration Statement prior to the filing of any such Registration Statement, is an independent registered public accounting firm as required by the Securities Act. 

(nn) Application of Takeover Protections. The execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby will not impose any restriction on any Purchaser, or create in any party (including any current stockholder of the Company) any rights, under any share acquisition, business combination, poison pill (including any
distribution under a rights agreement), or other similar anti-takeover provisions under the Company’s charter documents or the laws of its state of incorporation. 

(oo) FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (the “FDA”) under
the FDCA that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company (each such product, a “Product”), such Product is being manufactured, packaged, labeled, tested, distributed, sold and/or
marketed by the Company in compliance with all applicable requirements under the FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing
practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not reasonably be expected to have a Material
Adverse Effect. There is no pending, completed or, to the knowledge of the Company, threatened, Action against the Company, and the Company has not received any notice, warning letter or other communication from the FDA or any other governmental
entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Product,
(ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Product, (iii) imposes a clinical hold on any clinical
investigation by the Company, (iv) enjoins production at any facility of the Company, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company, or (vi) otherwise alleges any violation of any such
laws, rules or regulations by the Company, and which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted
in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product
proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company. 

  
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 (pp) Money Laundering Laws. The operations of the Company are and have been conducted in
compliance in all material respects with applicable financial recordkeeping and reporting requirements and money laundering statutes of the United States and, to the Company’s knowledge, all other jurisdictions to which the Company is subject,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and no action, suit
or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Money Laundering Laws is pending, or to the knowledge of the Company, threatened. 

3.2 Representations and Warranties of the Purchasers. Each Purchaser hereby, for itself and for no other Purchaser, represents and
warrants as of the date hereof and as of the Closing Date to the Company and Placement Agents as follows: 
 (a) Authority. The
Purchaser is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions
contemplated by the applicable Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. If the Purchaser is not an individual, the execution and delivery of this Agreement by such Purchaser and performance by such
Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of such Purchaser. Each Transaction Document to which the Purchaser is a party has been duly executed by such Purchaser, and
when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general
application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

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

  
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 (c) Investment Intent. The Purchaser understands that the Securities are “restricted
securities” and have not been registered under the Securities Act or any applicable state securities law, and the Purchaser is acquiring the Securities as principal for its own account and not with a view to, or for distributing or reselling
such Securities in violation of the Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, such Purchaser does not agree to hold any of the Securities for any minimum period of
time and reserves the right, subject to the provisions of this Agreement and the Registration Rights Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the
Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws. Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser does not
presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or through any person or entity. The
Purchaser is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it to be so registered as a broker-dealer. 

(d) Purchaser Status. At the time the Purchaser was offered the Securities, it was, and at the date hereof it is, an “accredited
investor” as defined in Rule 501(a) under the Securities Act. The Investor Questionnaire delivered by the Purchaser in connection with this Agreement is complete and accurate in all respects as of the date of this Agreement and the Closing
Date and will be accurate in all respects as of the effective date of the Registration Statement; provided, that the Purchaser shall be entitled to update such information by providing written notice thereof to the Company. 

(e) General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement. 

(f) Experience. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in
business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of
an investment in the Securities and, at the present time, is able to afford a complete loss of such investment. 
 (g) Access to
Information. The Purchaser acknowledges that it has had the opportunity to review the Disclosure Materials and has been afforded (i) the reasonable opportunity to ask such questions as it has deemed necessary of, and to receive answers
from, representatives of the Company concerning the terms and conditions of the Offering and the merits and risks of investing in the Securities, (ii) access to information about the Company and its financial condition, results of operations,
business, properties, management and prospects sufficient to enable it to evaluate its investment, and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or


  
 19 








 
expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of the Purchaser or
its representatives shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents.
The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed decision with respect to its acquisition of the Securities. The Purchaser has received no representations or warranties from the
Placement Agents, the Company or their employees, agents or attorneys in making this investment decision other than as set forth in this Agreement. 

(h) Certain Trading Activities. Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or
indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales involving the Company’s
securities) since the time that such Purchaser was first contacted by the Company, the Placement Agents or any other Person regarding the specific investment contemplated hereby. Other than to other Persons party to this Agreement, such Purchaser
has maintained the confidentiality of all disclosures made to it in connection with this transaction, including the existence and terms of this transaction. 

(i) Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest
or claim against or upon the Company or any Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser. 

(j) Independent Investment Decision. The Purchaser has independently evaluated the merits of its decision to purchase Securities
pursuant to the Transaction Documents, and such Purchaser confirms that it has not relied on the advice of any business and/or legal counsel in making such decision. The Purchaser understands that nothing in this Agreement or any other materials
presented by or on behalf of the Company or Placement Agents to the Purchaser in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Purchaser has consulted such legal, tax and investment advisors as it,
in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. The Purchaser understands that the Placement Agents have acted solely as the agent of the Company in this placement of the Securities and
such Purchaser has not relied on the business or legal advice of the Placement Agents or its respective agents, counsel or Affiliates in making its investment decision hereunder, and the Purchaser confirms that none of such Persons has made any
representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. 
 (k)
Reliance on Exemptions. The Purchaser understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the
Company is relying in part upon the truth and accuracy of, and such Purchaser’s compliance with, the representations, warranties, agreements, acknowledgements and understandings of such Purchaser set forth herein in order to determine the
availability of such exemptions and the eligibility of such Purchaser to acquire the Securities. 

  
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 (l) Transfer or Resale. The Purchaser understands that, except as provided in the
Registration Rights Agreement: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, or (B) such Purchaser shall have delivered to the Company an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may
be sold, assigned or transferred pursuant to an exemption from such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is
not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some
other exemption under the Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. 
 (m) No Governmental Review. The Purchaser
understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor
have such authorities passed upon or endorsed the merits of the Offering. 
 (n) Regulation M. The Purchaser is aware that the
anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Purchasers. 

(o) Residency. The Purchaser’s residence (if an individual) or offices in which its investment decision with respect to the
Securities was made (if an entity) are located at the address immediately below such Purchaser’s name on its signature page hereto. 

ARTICLE IV 
 OTHER
AGREEMENTS OF THE PARTIES 
 4.1 Transfer Restrictions. 

(a) Compliance with Laws. Notwithstanding any other provision of this Article IV, each Purchaser covenants that the Securities
may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, and in compliance with any applicable state and federal securities laws. In connection with any transfer of the Securities other than (i) pursuant to an effective registration statement, (ii) to the
Company, (iii) pursuant to Rule 144 (provided that the Purchaser provides the Company with reasonable assurances (in the form of seller and, if 

  
 21 








 
applicable, broker representation letters) that the securities may be sold pursuant to such rule), the Company will require the transferor thereof to provide to the Company an opinion of counsel
selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of such transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and the Registration Rights Agreement and shall have the rights of a Purchaser under this
Agreement and the Registration Rights Agreement with respect to such transferred Securities. 
 (b) Legends. Certificates evidencing
the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form, until such time as they are not required under Section 4.1(c): 

NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
UNDER THE SECURITIES ACT OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A
LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT. 

(c) Removal of Legends. The legend set forth in Section 4.1(b) above shall be removed and the Company shall issue or caused
to be issued a certificate without such legend or any other legend to the holder of the applicable Securities upon which it is stamped, if (i) such Securities are registered for resale under the Securities Act (provided that, if the
Purchaser is selling pursuant to the Registration Statement, the Purchaser agrees to only sell such Securities during such time that such registration statement is effective and not withdrawn or suspended, and only as permitted by such registration
statement), (ii) such Securities are sold or transferred pursuant to Rule 144 (if the transferor is not an Affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144
(provided that a Purchaser provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of counsel), (iv) in connection with a sale,
assignment or other transfer (other than under Rule 144), provided that 

  
 22 








 
such Purchaser provides the Company with an opinion of counsel to such Purchaser, in a form reasonably acceptable to the Company, to the effect that such sale, assignment or transfer of the
Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial
interpretations and pronouncements issued by the Commission). The Company shall cause its counsel to issue any legal opinion (including, without limitation, the opinion referred to in the Transfer Agent Instructions) to the Company’s transfer
agent on each Effective Date and in connection with any sale or transfer pursuant to Rule 144 in compliance with this Section 4.1(c). Any fees (with respect to the Transfer Agent, Company Counsel or otherwise) associated with the
removal of such legend shall be borne by the Company. Following the Effective Date, or at such earlier time as a legend is no longer required for certain Securities, the Company will, no later than three (3) Trading Days following the delivery
by a Purchaser (i) to the Transfer Agent (with notice to the Company) of a legended certificate representing Shares or Warrant Shares (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect
the reissuance and/or transfer) or (ii) to the Company of an Exercise Notice in the manner stated in the Warrants to effect the exercise of such Warrant in accordance with its terms, and any other documents required by
Section 4.1(a), deliver or cause to be delivered to such Purchaser either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common
Stock to which such Purchaser shall be entitled to such Purchaser’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast
Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such Purchaser a certificate representing such Shares that is free from all restrictive and other legends, registered in the name of such Purchaser or its
designee (the date by which such credit is so required to be made to the balance account of such Purchaser’s or such Purchaser’s nominee with DTC or such certificate is required to be delivered to such Purchaser pursuant to the foregoing
is referred to herein as the “Required Delivery Date”). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this
Section 4.1. Notwithstanding any of the foregoing to the contrary, certificates for Shares or Warrant Shares subject to legend removal hereunder shall, upon Purchaser’s written request, be transmitted by the Transfer Agent to a
Purchaser by crediting the applicable balance account at the Depository Trust Company as directed by such Purchaser. 
 (d)
Acknowledgement. Each Purchaser hereunder acknowledges its primary responsibilities under the Securities Act and accordingly will not sell or otherwise transfer the Securities or any interest therein without complying with the requirements of
the Securities Act. While the Registration Statement remains effective, each Purchaser hereunder may sell the Shares and Warrant Shares in accordance with the plan of distribution contained in the Registration Statement and if it does so it will
comply therewith and with the related prospectus delivery requirements unless an exemption therefrom is available or unless the Shares or Warrant Shares are sold pursuant to Rule 144. Each Purchaser, severally and not jointly with the other
Purchasers, agrees that if it is notified by the Company in writing at any time that the Registration Statement registering the resale of the Shares and Warrant Shares is not effective or that the prospectus included in such Registration Statement
no longer complies with the 

  
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requirements of Section 10 of the Securities Act, the Purchaser will refrain from selling such Shares or Warrant Shares until such time as the Purchaser is notified by the Company that such
Registration Statement is effective or such prospectus is compliant with Section 10 of the Securities Act, unless such Purchaser is able to, and does, sell such Shares or Warrant Shares pursuant to an available exemption from the registration
requirements of Section 5 of the Securities Act. The Placement Agents and the Company and its Transfer Agent, and their respective directors, officers, employees and agents, may rely on this Section 4.1(d) and each Purchaser
hereunder will indemnify and hold harmless each of such persons from any breaches or violations of this Section 4.1(d). 
 4.2
Furnishing of Information. In order to enable the Purchasers to sell the Shares and Warrant Shares under Rule 144, until two years from the Effective Date, the Company shall use its reasonable best efforts to timely file (or obtain
extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. During such period, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and make publicly available in accordance with Rule 144(c) such information as is required for the Purchasers to sell the Shares and Warrant Shares under Rule 144.

 4.3 No Integration. The Company shall not, and shall use its reasonable best efforts to ensure that no Affiliate of the Company
shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would
require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would
require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction. 

4.4 Securities Laws Disclosure; Publicity. The Company shall issue a press release disclosing the material terms of the transactions
contemplated hereby (the “Press Release”) no later than 9:00 A.M., New York City time, on the Trading Day immediately following the date on which this Agreement is fully executed. In addition, the Company shall file a Current Report
on Form 8-K (the “8-K Filing”) with the Commission describing the terms of the Transaction Documents (and including as exhibits to such Current Report on Form 8-K this Agreement and the Registration Rights Agreement) on or before
the fourth Business Day following the date hereof. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser or any Affiliate or investment adviser of any Purchaser, or include the name of any Purchaser or any
Affiliate or investment adviser of any Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency or Trading Market without the prior written consent of such Purchaser, except
(i) as required by federal securities law in connection with (A) any registration statement contemplated by the Registration Rights Agreement or (B) the filing of Transaction Documents (including signature pages thereto) with the
Commission or (ii) to the extent such disclosure is otherwise required by law, request of the Staff of the Commission or Trading Market regulations. From and after the 

  
 24 








 
issuance of the Press Release, no Purchaser shall be in possession of any material, non-public information received from the Company or any of their respective officers, directors, employees or
agents, that is not disclosed in the Press Release unless a Purchaser shall have executed a written agreement regarding the confidentiality and use of such information, which written agreement shall survive the execution of this Agreement and the
Closing. 
 4.5 Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that, until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.4, (i) such Purchaser shall maintain the confidentiality of all disclosures made to it in connection with this
transaction, including the existence and terms of this transaction and the information included in the Transaction Documents, and (ii) neither such Purchaser nor any Person acting on its behalf or pursuant to any understanding with it shall
engage in any purchase or sale of securities of the Company (including Short Sales). 
 4.6 Shareholder Rights Plan. No claim will be
made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “acquiring person” under any control share acquisition, business combination, poison pill (including any distribution under a
rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, in either case solely by virtue of
receiving Securities under the Transaction Documents or under any other written agreement between the Company and the Purchasers. 
 4.7
Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, including this Agreement, the Company covenants and agrees that neither it, nor any other Person
acting on its behalf, will provide any Purchaser or its agents or counsel with any information regarding the Company that the Company believes constitutes material non-public information without the express written consent of such Purchaser, unless
prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting
transactions in securities of the Company. 
 4.8 Use of Proceeds. The Company shall use the net proceeds from the sale of the
Securities hereunder for general corporate purposes. 
 4.9 Indemnification of Purchasers. 

(a) Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser, such Purchaser’s
directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls
such Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally
equivalent role of a Person holding such 

  
 25 








 
titles notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”), harmless from any and all losses, liabilities,
obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a
result of or directly relating to (a) any material breach or non-fulfillment of any covenants, obligations or agreements made by the Company in this Agreement or (b) any material breach of any representations and warranties of the Company
contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Company pursuant to this Agreement. 
 (b)
Promptly after receipt by any Purchaser Party (the “Indemnified Person”) of notice of any demand, claim or circumstances which would or might give rise to a claim or the commencement of any action, proceeding or investigation in
respect of which indemnity may be sought pursuant to this Section 4.9, such Indemnified Person shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel reasonably
satisfactory to such Indemnified Person, and shall assume the payment of all fees and expenses relating to such action, proceeding or investigation; provided, however, that the failure of any Indemnified Person so to notify the Company
shall not relieve the Company of its obligations hereunder except to the extent that the Company is actually and materially prejudiced by such failure to notify. In any such proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company and the Indemnified Person shall have mutually agreed to the retention of such counsel; (ii) the Company shall
have failed promptly to assume the defense of such proceeding and to employ counsel reasonably satisfactory to such Indemnified Person in such proceeding; or (iii) in the reasonable judgment of counsel to such Indemnified Person, representation
of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.
The Company shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Without the prior written consent of the Indemnified Person, which
consent shall not be unreasonably withheld, delayed or conditioned, the Company shall not effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have
been sought hereunder by such Indemnified Party, unless such settlement includes an unconditional release of such Indemnified Person from all liability arising out of such proceeding. 

4.10 Principal Trading Market Listing. If necessary, the Company shall prepare and file with the Principal Trading Market, in the time
and manner required by such Principal Trading Market, an additional shares listing application covering all of the Shares and Warrant Shares and shall use its commercially reasonable efforts to take all steps necessary to cause all of the Shares and
Warrant Shares to be approved for listing or quotation on the Principal Trading Market as promptly as possible thereafter. 

  
 26 








 4.11 Form D; Blue Sky. The Company agrees to timely file a Form D with respect to the
Securities as required under Regulation D and to provide a copy thereof to any Purchaser, promptly upon such Purchaser’s written request. The Company shall take such action as the Company shall reasonably determine is necessary in order to
qualify the Securities for sale at the Closing to the Purchasers, or to obtain an exemption from such qualification, under applicable state securities or “blue sky” laws, and the Company shall provide evidence of such actions promptly upon
the written request of any Purchaser. 
 4.12 Delivery of Shares and Warrants After Closing. The Company shall deliver, or cause to
be delivered, to each Purchaser the respective Shares and Warrants purchased by such Purchaser within three (3) Trading Days following the Closing Date. 

4.13 Subsequent Equity Sales. From the date hereof until thirty (30) days after the Effective Date, without the consent of the
Required Purchasers, the Company shall not issue shares of Common Stock or Common Stock Equivalents; provided that such 30-day term will be reduced to a period of fifteen (15) Trading Days if, at the end of such 15-Trading Day term, the
Shares are trading at a per Share price that is at least 10% higher than the per Share price at which the Shares are sold hereunder. Notwithstanding the foregoing, the provisions of this Section 4.13 shall not apply to (i) the issuance of
Common Stock or Common Stock Equivalents upon the conversion or exercise of any securities of the Company outstanding on the date hereof, provided that the terms of such security are not amended after the date hereof to decrease the exercise price
or increase the Common Stock or Common Stock Equivalents receivable upon the exercise, conversion or exchange thereof or (ii) the issuance of any Common Stock or Common Stock Equivalents pursuant to any Company equity incentive plan approved by
the Company’s stockholders and in place as of the date hereof. 
 ARTICLE V 

CONDITIONS PRECEDENT TO CLOSING 

5.1 Conditions Precedent to the Obligations of the Purchasers to Purchase Securities. The obligation of each Purchaser to acquire
Securities at the Closing is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions, any of which may be waived by such Purchaser (as to itself only): 

(a) Representations and Warranties. The representations and warranties of the Company contained herein shall be true and correct in all
material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made and as of the Closing
Date, as though made on and as of such date, except for such representations and warranties that speak as of a specific date. 
 (b)
Performance. The Company shall have performed, satisfied and complied in all material respects with any and all covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by it at or
prior to the Closing. 

  
 27 








 (c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or
injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 

(d) No Material Adverse Change. Since the date of execution of this Agreement, no event or series of events shall have occurred that
has had a Material Adverse Effect. 
 (e) No Suspensions of Trading in Common Stock. The Common Stock (i) shall be designated
for listing or quotation on the Principal Trading Market and (ii) shall not have been suspended, as of the Closing Date, by the Commission or the Principal Trading Market from trading on the Principal Trading Market nor shall suspension by the
Commission or the Principal Trading Market have been threatened, as of the Closing Date, either (A) in writing by the Commission or the Principal Trading Market or (B) by falling below any minimum listing maintenance requirements of the
Principal Trading Market. 
 (f) Company Deliverables. The Company shall have delivered the Company Deliverables in accordance with
Section 2.2(a).
 5.2 Conditions Precedent to the Obligations of the Company to Sell Securities. The Company’s
obligation to sell and issue the Securities at the Closing to each Purchaser is subject to the fulfillment on or prior to the Closing Date of the following conditions, any of which may be waived by the Company: 

(a) Representations and Warranties. The representations and warranties made by the Purchaser in Section 3.2 hereof shall be
true and correct in all material respects (except for those representations and warranties which are qualified as to materiality, in which case such representations and warranties shall be true and correct in all respects) as of the date when made,
and as of the Closing Date as though made on and as of such date, except for representations and warranties that speak as of a specific date. 

(b) Performance. The Purchaser shall have performed, satisfied and complied in all material respects with any and all covenants,
agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Purchaser at or prior to the Closing Date. 

(c) No Injunction. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents. 

(d) Purchaser Deliverables. The Purchaser shall have delivered its Purchaser Deliverables in accordance with
Section 2.2(b).

  
 28 








 ARTICLE VI 

MISCELLANEOUS 
 6.1
Fees and Expenses. The Company and the Purchasers shall each pay the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party in connection with the
negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees, stamp taxes (if any) and other taxes and duties levied in connection with the sale and issuance of the Securities to the
Purchasers. 
 6.2 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire
understanding of the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the parties acknowledge have been merged
into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company and the Purchasers will execute and deliver to the other such further documents as may be reasonably requested in order to give
practical effect to the intention of the parties under the Transaction Documents. 
 6.3 Notices. Any and all notices or other
communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile
(provided the sender receives a machine-generated confirmation of successful transmission) at the facsimile number specified in this Section 6.3 prior to 5:00 P.M., New York City time, on a Trading Day, (b) the next Trading Day
after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number specified in this Section 6.3 on a day that is not a Trading Day or later than 5:00 P.M., New York City time, on any
Trading Day, (c) the Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be
given, if such notice or communication is delivered via electronic mail or any other method not identified in the preceding clauses (a) – (c). The address for such notices and communications shall be as follows: 

 

			
	If to the Company:		ContraFect Corporation
			28 Wells Avenue, 3rd Floor
			Yonkers, NY 10701
			Telephone No.: (914) 207-2300
			Attention: Natalie Bogdanos, Esq.
		
	With a copy to:		Shearman & Sterling LLP
			1460 El Camino Real, Second Floor
			Menlo Park, California 94025
			Telephone No.: (650) 838-3772
			Facsimile No.: (650) 838-5173
			Attention: Christopher M. Forrester, Esq.
		
	If to a Purchaser:		To the address set forth under such Purchaser’s name on the signature page hereof;


  
 29 








 or such other address as may be designated in writing hereafter, in the same manner, by such Person. 

6.4 Amendments; Waivers; No Additional Consideration. No provision of this Agreement may be waived, modified, supplemented or amended
except in a written instrument signed, in the case of an amendment, by the Company and Required Purchasers (which, for this purpose, must include all Major Purchasers, if any) at the time of the amendment (which amendment shall be binding on
all Purchasers) or, in the case of a waiver, by the party against whom enforcement of any such waiver provision is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a
continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the
exercise of any such right. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Purchaser to amend or consent to a waiver or modification of any provision of any Transaction Document unless the
same consideration is also offered to all of the Purchasers who are then parties to this Agreement. For clarification purposes, the preceding sentence constitutes a separate right granted to each Purchaser by the Company and negotiated separately by
each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Shares or otherwise.

 6.5 Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed
to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. This
Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement or any other Transaction
Documents. 
 6.6 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon the
parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by the Company without the prior written consent of the Required Purchasers at that time, except in the event of a merger
or in connection with another entity acquiring all or substantially all of the Company’s assets. Any Purchaser may assign its rights hereunder in whole or in part to any Person to whom such Purchaser assigns or transfers any Securities in
compliance with the Transaction Documents and applicable law, provided such transferee shall agree in writing to be bound, with respect to the transferred Securities, by the terms and conditions of this Agreement that apply to the
“Purchasers.” 
 6.7 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and
their respective successors and permitted assigns and is not for the benefit of, 

  
 30 








 
nor may any provision hereof be enforced by, any other Person, except each Purchaser Party is an intended third party beneficiary of Section 4.10 and the Placement Agents shall be
intended third party beneficiaries of Sections 3.1 and 3.2. 
 6.8 Governing Law. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.
Each party agrees that all Proceedings concerning the interpretation, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the New York Courts. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection
herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any Proceeding, any claim that it is
not personally subject to the jurisdiction of any such New York Court, or that such Proceeding has been commenced in an improper or inconvenient forum. Each party hereto hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such
service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

6.9 Survival. Subject to applicable statute of limitations, the representations, warranties, agreements and covenants contained herein
shall survive the Closing and the delivery of the Securities pursuant to the Closing. 
 6.10 Execution. This Agreement may be
executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof. 

6.11 Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and
upon so agreeing, shall incorporate such substitute provision in this Agreement. 

  
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 6.12 Rescission and Withdrawal Right. Notwithstanding anything to the contrary contained
in (and without limiting any similar provisions of) the Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document and the Company does not timely perform its related obligation within
the period therein provided, then such Purchaser may, in its sole discretion, rescind or withdraw any such notice, demand or election in whole or in part, without prejudice to its future actions and rights, upon written notice to the Company prior
to the Company’s performance of the related obligation. 
 6.13 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefor, a new certificate or
instrument, but only upon receipt of evidence reasonably satisfactory to the Company and the Transfer Agent of such loss, theft or destruction and the execution by the holder thereof of a customary lost certificate affidavit of that fact and an
agreement to indemnify and hold harmless the Company and the Transfer Agent for any losses in connection therewith or, if required by the Transfer Agent, a bond in such form and amount as is required by the Transfer Agent. The applicants for a new
certificate or instrument under such circumstances shall also pay any and all reasonable fees associated with the issuance of any such replacement Securities, including but not limited to third-party costs associated with the issuance such as
transfer agent and legal expenses. If a replacement certificate or instrument evidencing any Securities is requested in writing due to a mutilation thereof, the Company may in its sole discretion require delivery of such mutilated certificate or
instrument as a condition precedent to any issuance of a replacement. 
 6.14 Remedies. In addition to being entitled to exercise all
rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate
compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agree to waive in any action for specific performance of any such obligation (other than in connection with any action for a
temporary restraining order) the defense that a remedy at law would be adequate. 
 6.15 Payment Set Aside. To the extent that the
Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law
(including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and
continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. 

  
 32 








 6.16 Independent Nature of Purchasers’ Obligations and Rights. The obligations of
each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under any Transaction
Document. The decision of each Purchaser to purchase Securities pursuant to the Transaction Documents has been made by such Purchaser independently of any other Purchaser and independently of any information, materials, statements or opinions as to
the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company which may have been made or given by any other Purchaser or by any agent or employee of any
other Purchaser, and no Purchaser and none of its agents or employees shall have any liability to any other Purchaser (or any other Person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein
or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser acknowledges that no other Purchaser has acted as agent for
such Purchaser in connection with making its investment hereunder and that no Purchaser will be acting as agent of such Purchaser in connection with monitoring its investment in the Securities or enforcing its rights under the Transaction Documents.
Each Purchaser shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any Proceeding for such purpose. It is expressly understood and agreed that each provision contained in this Agreement is between the Company and a Purchaser, solely, and not between the Company and the
Purchasers collectively and not between and among the Purchasers. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to
be duly executed as of the date first indicated above. 
  

			
	CONTRAFECT CORPORATION
		
	By:		  

		
	Name:		
		
	Title:		

 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 

[Signature Page to Securities Purchase Agreement] 







 [PURCHASER SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT] 

Aggregate Purchase Price (Subscription Amount):
                                         

If Purchaser is an INDIVIDUAL, or if purchased as JOINT TENANTS, as TENANTS IN COMMON or as COMMUNITY PROPERTY: 

 

									
	  
				  

	Print Name(s)				Social Security Number(s)
			
	  
				  

	Signature(s) of Purchaser(s)				Signature(s) of Purchaser(s)
			
	Address for Notice:				Delivery Instructions (if different than Notice Address):
			
	  
				  

	  
				
	  
				  

	Telephone:		  
				Street		
	Fax:		  
						
	Email:		  
				  

							City/State/Zip
	With a copy to:						
							Attention:		  

				
	  
				Telephone:		  

	  
						
	  
						
	Telephone:		  
						
	Fax:		  
						
	Email:		  
						
	
	If Purchaser is a CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP or TRUST:
			
	  
				  

	Name of Entity				Federal Taxpayer ID Number
				
	By:		  
				  

	Name:		  
				State of Organization
	Title:		  
						









									
	Address for Notice:				Delivery Instructions (if different than Notice Address):
			
	  
				  

	  
				
	  
				  

	Telephone:		  
				Street		
	Fax:		  
						
	Email:		  
				  

							City/State/Zip
	With a copy to:						
					Attention:		  

				
	  
				Telephone:		  

	  
						
	  
						
	Telephone:		  
						
	Fax:		  
						
	Email:		  
						








 EXHIBIT A 

Registration Rights Agreement 

Please see attached. 







 EXHIBIT B 

Form of Warrant 
 Please see
attached.