Exhibit 10.2





SeCURITIES
PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (as amended from time to time, this “Purchase Agreement”) dated as of March 13, 2015
(the “Effective Date”), is by and among Pulmatrix Inc., a Delaware Corporation (the “Company”),
and the persons or entities identified on Schedule A hereto (which persons or entities, with any of their successors or
assignees, are hereinafter referred to individually as a “Purchaser” and collectively as the “Purchasers”).
Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).


 


RECITALS


 


A.           WHEREAS,
the Company has entered into the Agreement and Plan of Merger (the “Merger Agreement”) dated March 13,
2015 by and among the Company, Ruthigen, Inc. (“Ruthigen”), a Delaware corporation and Ruthigen Merger, Inc.,
a Delaware corporation and wholly-owned subsidiary of Ruthigen, Inc.; and


 


B.           WHEREAS,
the Purchasers wish to purchase from the Company at the Closing (as defined in Section 2.2), and the Company wishes to sell 24,538,999
units (the “Units”), with each Unit consisting of one share of the Company’s common stock $0.00001 par
value per share (the “Common Stock”) and a warrant to purchase 2.193140519 shares of Common Stock with an exercise
price of $0.448266 per whole share in substantially the form of Exhibit A attached hereto (the “Warrants”),
for an aggregate purchase price of $10,000,000 to the Purchasers at the Closing; and


 


C.           WHEREAS,
Each Purchaser has agreed to purchase the number of Units, set forth opposite each such Purchaser’s name on Schedule A
hereto and the Company has agreed to sell such Units on the terms and conditions set forth herein.


 


NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this Purchase Agreement, the parties hereto, intending to be legally
bound, agree as follows:


 


Article
I

PURCHASE OF COMMON STOCK


 


		1.1	Purchase and Sale of the Units to the Purchasers.



 


(a)          On
or prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to the Purchasers of up to
24,538,999 Units at the Closing (as defined below) in accordance with this Agreement.


 


(b)          Subject
to and upon the terms and conditions set forth in this Purchase Agreement and in reliance on the representations and warranties
set forth or referred to herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase
from the Company, at the Closing referred to in Section 2.02 below, if such Closing occurs, the number of Units set forth opposite
the name of such Purchaser on Schedule A attached hereto under the caption “Number of Units Purchased”.


 


(c)          The
Purchase Price payable by each Purchaser for the Units purchased by it at the Closing under this Purchase Agreement shall be an
amount set forth opposite such Purchaser’s name on Schedule A hereto under the caption “Purchase Price”,
as applicable. The aggregate purchase price of all Units to be issued and sold by the Company to the Purchasers pursuant to this
Section 2.1 shall be up to $10,000,000.


 


(d)          The
Company and the Purchasers, having adverse interests as a result of arm's length bargaining, agree that (i) neither the Purchasers
nor any of their affiliates or partners have rendered or agreed to render any services to the Company in connection with this Agreement
or the issuance of the Common Stock. The Purchase Price payable by each Purchaser for the Units purchased by it at the Closing
under this Purchase Agreement shall be an amount equal to the number of Units set forth opposite each Purchaser’s name on
Schedule A, multiplied by $0.4075146, which amount is set forth opposite such Purchaser’s name on Schedule A
hereto under the caption “Purchase Price” for each Closing.


 




    	 



    	 



    

  


		1.2	The Closing.



 


(a)          The
closing of the sale and purchase of the Units under this Purchase Agreement shall be immediately prior to the closing of the Merger
Agreement on the Effective Date (as defined in the Merger Agreement). No physical certificates evidencing the Units or the shares
or Common Stock or Warrants comprising the Units will be issued and the Units, shares of Common Stock and Warrants will be issued
in book-entry form only; provided, however, Pulmatrix shall cause Ruthigen to issue physical certificates for the securities of
Ruthigen issued in exchange for the Common Stock and Warrants in the Merger. The parties agree that the delivery of this Purchase
Agreement and any other documents at the Closing may be effected by means of an exchange of signatures by facsimile or electronic
mail with original copies to follow by mail or courier service. From and after the Effective Date the Common Stock and Warrants
comprising each Unit will automatically, without any further action of any person, separate. Prior to the Closing the Purchasers
and the Company shall agree on a Purchase Price allocation among the shares of Common Stock and Warrants comprising the Units.
Such allocation shall be final and binding on the parties hereto and no party shall take a different position regarding the purchase
price allocation.


 


Article
II

rEPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company hereby
makes the following representations and warranties to the Purchasers.


 


2.1           Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted
and as currently proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction
in which the failure to so qualify would have a material adverse effect on its business or properties.


 


2.2           Corporate
Power and Authority; Authorization; Enforceability. All corporate action on the part of the Company, its officers, directors
and stockholders necessary for the authorization of this Purchase Agreement and the performance of all obligations of the Company
hereunder has been taken or will be taken prior to the Closing. This Purchase Agreement has been duly executed and delivered by
the Company and constitutes the valid and legally binding obligation of the Company, enforceable in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting
enforcement of creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies.


 


2.3           No
Conflict. Neither the authorization, execution, delivery or performance of this Purchase Agreement, the consummation of the
transactions contemplated hereby, or the sale, issuance and delivery of any of the shares of capital stock of the Company which
may be issued pursuant to the terms of this Agreement will conflict with or result in a breach of or default under (or with due
notice or lapse of time or both would result in a default under) the Company's certificate of incorporation or by-laws, as currently
in effect, or any statute, law, rule, regulation, judgment, decree, writ, injunction, order or award of any arbitrator, court or
governmental authority.


 


2.4           Valid
Issuance. Upon issuance against payment of the Purchase Price therefor, the shares of Common Stock included in the Units will
be duly authorized, validly issued, fully paid and non-assessable. The shares of Common Stock issuable upon exercise of the Warrants
when issued, against payment of the exercise price therefor, will be duly authorized, validly issued, fully paid and non-assessable.


 




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Article
III

REPRESENTATION AND WARRANTIES OF THE PURCHASERS


 


Each Purchaser hereby
severally and not jointly represents and warrants to the Company with respect to such Purchaser as follows:


 


3.1           Authorization.
The execution, delivery and performance by each Purchaser of this Purchase Agreement have been duly authorized by all requisite
corporate, partnership or other action on the part of such Purchaser. This Purchase Agreement has been duly executed and delivered
by such Purchaser or on behalf of such Purchaser by a duly authorized representative of such Purchaser and constitutes valid and
legally binding obligations of such Purchaser enforceable against such Purchaser in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief,
or other equitable remedies.


 


3.2           Investment
Purpose; Restrictions. Each Purchaser is purchasing the Units for its own account, for investment and not with a view to the
distribution thereof, nor with any present intention of distributing the same. Such Purchaser understands and acknowledges that
the Units, and the Common Stock and Warrants comprising the Units, have not been registered under the Securities Act, or applicable
state securities laws and those securities therefore cannot be resold unless they are subsequently registered under the Securities
Act and applicable state securities laws or unless an exemption from such registration is available. Each Purchaser further represents
that it understands and agrees that the Units, and Common Stock and Warrants comprising the Units, whether upon initial issuance
or upon any permitted transfer thereof, shall be subject to the following legend:


 


THESE SHARES OF COMMON STOCK
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION
WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHA.LL HAVE RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE
BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS


 


3.3           Information.
Each Purchaser has been furnished with or has had access to all information it has requested from the Company and has had an opportunity
to review the books and records of the Company and to discuss with management of the Company its business and financial affairs
and has generally such knowledge and experience in business and financial matters and with respect to investments in securities
of privately held development-stage companies so as to enable it to understand and evaluate the risks of such investment and form
an investment decision with respect thereto; provided, however, that the foregoing shall in no way affect, diminish, or
derogate from the representations and warranties made by the Company hereunder or the right of such Purchaser to rely thereon.


 


3.4           Accredited
Investor. Each Purchaser is an “accredited investor” within the meaning set forth in Rule 501 under the Securities
Act, is capable of evaluating the merits and risks of the transactions contemplated hereunder and is able to bear the economic
risks of its investment in the Common Stock.


 


Article
IV

CONDITIONS


 


4.1           Conditions
to Purchasers’ Obligations at each Closing. Purchasers’ obligations under Article II of this Purchase Agreement
are subject to the satisfaction of the following conditions:


 


(a)          Representations
and Warranties True; Performance of Obligations. The representations
and warranties made by the Company in Article III hereof shall be true and correct in all material respects as of the Effective
Date;


 




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(b)          Legal
Investment. On the Effective Date, the sale and issuance of the Units shall be legally permitted by all laws and regulations
to which Purchasers and the Company are subject;


 


(c)          Consents,
Permits, and Waivers. At or prior to the Effective Date, the Company shall have obtained any and all consents, permits and
waivers necessary or appropriate for consummation of the transactions contemplated by this Purchase Agreement; and


 


(d)          Delivery
of the Common Stock. Following receipt of the Purchase Price for the Units, the Company shall deliver the duly executed and
delivered to each Purchaser a Unit ledger evidencing that the Units have been issued and recorded on the books of the Company.


 


(e)          Effective
Time. The Merger shall be consummated immediately following the issuance of the Units hereunder.


 


4.2           Conditions
to Obligations of the Company. The Company’s obligation to issue and sell the Units is subject to the satisfaction of
the following conditions:


 


(a)          Representations
and Warranties True. The representations and warranties in Article IV made by the Purchasers shall be true and correct as of
the Effective Date;


 


(b)          Legal
Investment. On each Effective Date, the sale and issuance of the Units shall be legally permitted by all laws and regulations
to which Purchasers and the Company are subject;


 


(c)          Consents,
Permits, and Waivers. The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for
consummation of the transactions contemplated by this Purchase Agreement; and


 


(d)          Purchase
Price Delivery. The Company shall have received from each Purchaser the purchase price for such Units being purchased hereunder
in immediately available funds.


 


(e)          Effective
Time. The Merger shall be consummated immediately following the issuance of the Units hereunder.


 


Article
V

MISCELLANEOUS


 


5.1           Amendments
and Waivers. This Purchase Agreement may be amended, and any term or provision of this Purchase Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively) upon the written consent of the parties hereto.


 


5.2           Successors
and Assigns. This Purchase Agreement may not be assigned, conveyed or transferred without the prior written consent of the
Company; provided, however, a Purchaser that is partnership, corporation, trust, joint venture, unincorporated organization or
other entity may transfer this Purchase Agreement to an Affiliate without the prior written consent of the Company. Subject to
the foregoing, the rights and obligations of the Company and each Purchaser under this Purchase Agreement shall be binding upon
and benefit their respective permitted successors, assigns, heirs, administrators and transferees. The terms and provisions of
this Purchase Agreement are for the sole benefit of the parties hereto and their respective permitted successors and assigns, and
are not intended to confer any third-party benefit on any other person.


 


5.3           Notices.
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing, and, unless otherwise
expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of facsimile
or electronic mail notice, when received, or, in the case of a nationally recognized courier service, one business day after delivery
to such courier service, addressed as follows in the case of the Company and the Purchasers or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of the Notes and the Warrants:


 




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		Company:	Pulmatrix Inc.



99 Hayden Avenue, Suite 390


Lexington, Massachusetts 02421


Attn: President


 


		With a copy to:	Haynes and Boone, LLP



30 Rockefeller Plaza, 26th Floor


New York, New York 10112


Attn: Rick A. Werner, Esq.


 


		Purchasers:	To the addresses set forth on the signature pages hereto






 


5.4           Waiver;
Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Purchaser, any right, remedy, power
or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.


 


5.5           Counterparts.
This Purchase Agreement may be executed by one or more of the parties to this Purchase Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


5.6           Severability.
Any provision of this Purchase Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


5.7           Integration.
This Purchase Agreement represent the agreement of the Company and the Purchasers with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Purchasers relative to the subject matter hereof not
expressly set forth or referred to in this Purchase Agreement.


 


5.8           Governing
Law. This Purchase Agreement shall be construed and enforced in accordance with and governed by the State of Delaware, without
giving effect to the conflicts of law principles thereof.


 


5.9           Jurisdiction
and Service of Process. Any legal action or proceeding with respect to this Purchase Agreement shall be brought in the courts
of the State of Delaware or of the United States of America for the District of Delaware. By execution and delivery of this Purchase
Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process of any of the aforementioned
courts in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to the party at its
address set forth in Section 5.3 hereof.


 


[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 and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	PULMATRIX INC.
	 	 	 
	 	By:  	/s/ Robert Clarke
	 	 	Robert Clarke, 
	 	 	Chief Executive Officer


 


	 	Address:	99 Hayden Avenue, Suite 390
	 	 	Lexington, MA 02421
	 	 	Phone: 781-357-2333
	 	 	Fax: 78 -357-2399



 



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IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	PURCHASERS:
	 	 
	 	ARCH VENTURE FUND VII, L.P.
	 	 
	 	By:	ARCH VENTURE PARTNERS VII, L.P.
	 	Its:	General Partner
	 	 	 
	 	By:	ARCH VENTURE PARTNERS VII, LLC
	 	Its	General Partner
	 	 	 
	 	By: 	/s/ Keith Crandell
	 	Its:  	Managing Director


 


	 	Address:	c/o ARCH Venture Partners
	 	 	8725 West Higgins Road
	 	 	Suite 290
	 	 	Chicago, IL 60631
	 	 	Attn: Mark McDonnell
	 	 	Phone: 
	 	 	Fax: (773) 380-6606
	 	 	 
	 	 	With a copy to: 
	 	 	c/o ARCH Venture Partners
	 	 	1000 Second Avenue, Suite 3700
	 	 	Seattle, WA 98104
	 	 	Attn: Steven Gillis
	 	 	Fax: (206) 674-3026


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	PURCHASERS:
	 	 
	 	5AM VENTURES LLC, by its Manager
	 	5AM CO-INVESTORS LLC, by its Manager
	 	 
	 	5AM Partners LLC
	 	 	 
	 	By:	/s/ Andrew J. Schwab
	 	 	Andrew J. Schwab, Managing Director 
	 	 	 





	 	Address:	c/o 5AM Ventures
	 	 	2200 Sand Hill Road, Suite 110
	 	 	Menlo Park, CA 94025
	 	 	Phone: 
	 	 	Fax: 


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	PURCHASERS:
	 	 
	 	POLARIS VENTURE PARTNERS IV, L.P.
	 	By:  Polaris Venture Management Co. IV, L.L.C., its General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact
	 	 	 
	 	POLARIS VENTURE PARTNERS
	 	ENTREPRENEURS’ FUND IV, L.P.
	 	By:  Polaris Venture Management Co. IV, L.L.C., its General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact
	 	 	 
	 	POLARIS VENTURE PARTNERS V, L.P.
	 	By:  Polaris Venture Management Co. V, L.L.C., its
	 	General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact
	 	 	 
	 	POLARIS VENTURE PARTNERS
	 	ENTREPRENEURS’ FUND V, L.P.
	 	By:  Polaris Venture Management Co. V, L.L.C., its
	 	General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	PURCHASERS:	 
	 	 
	 	POLARIS VENTURE PARTNERS
	 	FOUNDERS’ FUND V, L.P.
	 	By:  Polaris Venture Management Co. V, L.L.C., its
	 	General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact
	 	 	 
	 	POLARIS VENTURE PARTNERS SPECIAL
	 	FOUNDERS’ FUND V, L.P.
	 	By:  Polaris Venture Management Co. V, L.L.C., its
	 	General Partner
	 	 	 
	 	By: 	/s/ William E. Bilodeau
	 	 	William E. Bilodeau
	 	 	Attorney-in-fact
	 	 	 	 





	 	Address:	1000 Winter Street, Suite 3350
	 	 	Waltham, MA  02451
	 	 	Phone: 781-290-0770
	 	 	Fax: 781-290-0880


 




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IN WITNESS WHEREOF, the
parties hereto have caused this Stock Purchase Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


 


	 	PURCHASERS:
	 	 
	 	ALTITUDE LIFE SCIENCE VENTURES II, L.P.
	 	 
	 	By:	Altitude Life Science Ventures II, LLC
	 	Its:	General Partner
	 	 	 
	 	By:	/s/ David Maki
	 	Name:	David Maki
	 	Title:	Member


 


	 	Address:	David Maki
	 	 	Altitude Life Science Ventures
	 	 	701 5th Avenue
	 	 	Suite 5400
	 	 	Seattle, WA  98104
	 	 	Phone: 206-999-3348


 




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SCHEDULE A


 


List of Purchasers


 


	 
 
Purchasers
	 	 
 
Number of Units
 Purchased
	 	 	Number of
 Shares
 Included in 
 Units 

Purchased	 	 	Number of
 Shares issuable
 upon exercise of
 Warrants
 included in Units 
 Purchased	 	 	 
 
Purchase Price
	 
	ARCH Venture Fund VII, L.P.	 	 	6,134,750	 	 	 	6,134,750	 	 	 	13,454,368.8	 	 	$	2,500,000.20	 
	5AM Ventures LLC	 	 	2,866,241	 	 	 	2,866,241	 	 	 	6,286,069.274	 	 	$	1,168,035.06	 
	5AM Co-Investors LLC	 	 	406,034	 	 	 	406,034	 	 	 	890,489.6175	 	 	$	165,464.79	 
	Polaris Venture Partners IV, L.P.	 	 	2,703,480	 	 	 	2,703,480	 	 	 	5,929,111.53	 	 	$	1,101,707.58	 
	Polaris Venture Partners Entrepreneurs’ Fund IV, L.P.	 	 	50,682	 	 	 	50,682	 	 	 	111,152.7478	 	 	$	20,653.66	 
	Polaris Venture Partners V, L.P.	 	 	6,024,144	 	 	 	6,024,144	 	 	 	13,211,794.30	 	 	$	2,454,926.64	 
	Polaris Venture Partners Entrepreneurs’ Fund V, L.P.	 	 	117,411	 	 	 	117,411	 	 	 	257,498.8215	 	 	$	47,846.70	 
	Polaris Venture Partners Founders’ Fund V, L.P.	 	 	41,266	 	 	 	41,266	 	 	 	90,502.13666	 	 	$	16,816.50	 
	Polaris Venture Partners Special Founders’ Fund V, L.P.	 	 	60,241	 	 	 	60,241	 	 	 	132,116.978	 	 	$	24,549.09	 
	Altitude Life Science Ventures II, L.P.	 	 	6,134,750	 	 	 	6,134,750	 	 	 	13,454,368.8	 	 	$	2,500,000.20	 
	Totals	 	 	24,538,999	 	 	 	24,538,999	 	 	 	53,817,473.00	 	 	$	10,000,000.42