Forms of Securities Purchase Agreement



 Exhibit 10.3 
 SECURITIES PURCHASE AGREEMENT 
 INSTRUCTION SHEET FOR INVESTOR 
 (to be read in conjunction with the entire Securities Purchase Agreement and Investor Questionnaire) 
 A. Complete the following items in the Securities Purchase Agreement and in the Investor Questionnaire: 
  

	 	1.	Provide the information regarding the investor requested on the signature pages (pages 3 and 23). Please submit a separate Securities Purchase Agreement and Investor Questionnaire
for each individual fund/entity that will hold the Securities. The Securities Purchase Agreement and the Investor Questionnaire must be executed by an individual authorized to bind the investor. 

  

	 	2.	Return the signed Securities Purchase Agreement and Investor Questionnaire to: 

 Cygne Designs, Inc. 
 11 W. 42nd Street, Ninth Floor 
 New York, NY10036 
 Attn: Roy Green, Chief Financial Officer 
 Phone: (212) 997-7767 
 Fax: (212) 997-7758 
  

	B.	Resales of the Securities after the Registration Statement covering the Securities is effective shall be made in accordance with the provisions of the Securities Purchase Agreement.


  

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 SECURITIES PURCHASE AGREEMENT 
 Cygne Designs, Inc. 
 11 W. 42nd Street, Ninth Floor 
 New York, NY 20036 
 Ladies & Gentlemen: 
 The undersigned,
                    , (the “Investor”), hereby confirms its agreement with you as follows: 
 1. This Securities Purchase Agreement (the “Agreement”) is made as of July 30, 2007 by and between Cygne Designs, Inc., a Delaware corporation (the
“Company”), and the Investor. 
 2. The Company has authorized the sale and issuance of (x) up to 3,780,000 shares of common stock (the
“Issued Shares”) of the Company, $0.01 par value per share (the “Common Stock”), and (y) warrants (the “Warrants”), in the form attached hereto as Annex II, to purchase up to 1,512,000 shares of Common Stock
(the “Warrant Shares”), to certain investors in a private placement (the “Offering”). 
 3. The Company and the Investor agree that the
Investor will purchase from the Company and the Company will issue and sell to the Investor                      shares, for a purchase price
of $1.38 per share, or an aggregate purchase price of $             pursuant to the Terms and Conditions for Purchase of Securities attached hereto as Annex I and incorporated herein
by reference as if fully set forth herein (the “Terms and Conditions”) and the Warrant to purchase             Warrant Shares attached as Annex II. Certificates
representing the Issued Shares and Warrants purchased by the Investor will be registered in the Investor’s name and address as set forth below. 
 4.
The Investor represents that, except as set forth below, (a) it has had no position, office or other relationship within the past three years or are to be performed in the future with the Company or persons known to it to be affiliates of the
Company, (b) neither it, nor any group of which it is a member or to which it is related, beneficially owns (including the right to acquire or vote) any securities of the Company, (c) it has no direct or indirect affiliation or association
with any NASD member as of the date hereof, and (d) it has had no relationship or arrangement within the past three years or are to be performed in the future between with any other Investor, any persons known to it to be an affiliate of any
other Investor. Exceptions: 
  

	
	(If no exceptions, write “none.” If left blank, response will be deemed to be “none.”)

 Please confirm that the foregoing correctly sets forth the agreement between us by signing in the
space provided below for that purpose. By executing this Agreement, you acknowledge that the Company may use the information in paragraph 4 above and the name and address information below in preparation of the Registration Statement (as defined in
Annex I). 
  

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	AGREED AND ACCEPTED:	 		  		  	
				
	Cygne Designs, Inc.	 		  	Investor:	  	  

		 		  	By:	  	  

	  
	 		  	Print Name:	  	  

	By: Bernard Manuel	 		  		  	
	Title: Chief Executive Officer	 		  	Title:	  	Authorized Signatory
		 		  	Address:	  	  

		 		  	Tax ID No.:	  	  

		 		  	Contact name:	  	  

		 		  	Telephone:	  	  

		 		  	Name in which shares and warrant should be registered
		 		  	(if different):
		 		  	N/A

  

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 ANNEX I 
 TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES 
 1. Authorization and Sale of the Securities.
Subject to these Terms and Conditions, the Company has authorized the sale of (x) up to 3,780,000 shares of Common Stock (the “Issued Shares”), and (y) warrants, in the form attached hereto as Annex II (the
“Warrants”), to purchase up to 1,512,000 shares of Common Stock (the “Warrant Shares”). 
 2. Agreement to Sell and
Purchase the Securities; Subscription Date. 
 2.1 At the Closing (as defined in Section 3), the Company will sell to the Investor,
and the Investor will purchase from the Company, upon the terms and conditions hereinafter set forth, (x) the number of Issued Shares set forth in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are
attached, and (y) a Warrant to purchase up to the number of Warrant Shares set forth in Section 3 of the Securities Purchase Agreement to which these Terms and Conditions are attached, at the aggregate purchase price set forth thereon.

 2.2 The Company may enter into the same form of Securities Purchase Agreement, including these Terms and Conditions, with certain other
investors (the “Other Investors”) and expects to complete sales of Issued Shares and Warrants (collectively, “Securities”) to them. (The Investor and the Other Investors are hereinafter sometimes collectively referred to as the
“Investors,” and the Securities Purchase Agreement to which these Terms and Conditions are attached and the Securities Purchase Agreements (including attached Terms and Conditions) executed by the Other Investors are hereinafter sometimes
collectively referred to as the “Agreements.”) 
 3. Delivery of the Securities at Closing. The completion of the purchase
and sale of the Securities (the “Closing”) shall occur on July 31, 2007 (the “Closing Date”), at the offices of the Company or as otherwise mutually agreed to by the Company and the Investor. At the Closing, the Company
shall deliver to the Investor a Warrant, in the form attached hereto as Annex II, for the purchase of the number of Warrant Shares set forth in Section 3 of the Securities Purchase Agreement, such Warrant to be registered by the Company
in the name of the Investor. As soon as practicable after the Closing Date, the Company shall deliver to the Investor one or more stock certificates representing the number of Issued Shares set forth in Section 3 of the Securities Purchase
Agreement, each such certificate to be registered in the name of the Investor. 
 The Company’s obligation to issue the Securities to
the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase
price for the Securities being purchased hereunder as set forth in Section 3 of the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings
of the Investors to be fulfilled prior to the Closing. For purposes hereof, the wire instructions for transferring funds to the Company are as follows: 
  

			
	Account No.:	  	1892847532
	Account Name:	  	 Cygne Designs, Inc.
 5804 E. Slauson Ave.

Commerce, CA 90040

	Bank Name:	  	Comerica Bank
	Bank Routing No.:	  	121137522

 The Investor’s obligation to purchase the Securities shall be subject to the following
conditions, any one or more of which may be waived by the Investor: (a) the Company shall have executed an Agreement with such Investor for the purchase of Securities (including the Warrants), (b) the representations and warranties of the
Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such
date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested. 
  

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 4. Representations, Warranties and Covenants of the Company. The Company hereby represents
and warrants to, and covenants with, the Investor, as follows: 
 4.1 Organization. The Company is duly organized and validly
existing in good standing under the laws of the jurisdiction of its organization. Each of the Company and its Subsidiaries (as defined in Rule 405 under the Securities Act) has full corporate power and authority to own, operate and occupy its
properties and to conduct its business as presently conducted and as described in the documents filed by the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, its report and
any amendments thereto on Form 10-K for the fiscal year ended January 31, 2007, its report on Form 10-Q for the fiscal quarter ended April 30, 2007, as amended, its proxy statement for the annual meeting to be held on August 9, 2007
and all Current Reports on Form 8-K (collectively, the “SEC Documents”) and is registered or qualified to do business and in good standing in each jurisdiction in which the nature of the business conducted by it or the location of the
properties owned or leased by it requires such qualification and where the failure to be so qualified would have a material adverse effect upon the condition (financial or otherwise), earnings, business or business prospects, properties or
operations of the Company and its Subsidiaries, considered as one enterprise (a “Material Adverse Effect”), and no proceeding has been instituted in any such jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification. 
 4.2 Due Authorization and Valid Issuance. 
 (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreements and the Warrants, and
the Agreements and Warrants have been duly authorized and validly executed and delivered by the Company and constitute legal, valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as
rights to indemnity and contribution may be limited by state or federal securities laws or the public policy underlying such laws, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The Company has all requisite corporate power and authority to (x) issue, sell and deliver the Issued Shares to be issued, sold and delivered to the Investor at Closing, (y) sell and deliver the Warrants to be sold and delivered to the
Investor at Closing and (z) issue, sell and deliver the Warrant Shares upon exercise of the Warrants in accordance with the terms thereof. 
 (b) The issuance, sale and delivery of the Issued Shares at the Closing has been duly authorized by all necessary corporate action on the part of the Company, and all such Issued Shares have been duly reserved for issuance. The Issued
Shares when so issued and delivered at the Closing in accordance with the terms of this Agreement will be duly and validly issued, fully paid and non-assessable, and free and clear of all liens, encumbrances, security interests, right of first
refusals, and preemptive rights (collectively, “Liens”), other than Liens created by the Investor. The issuance, sale and delivery of the Warrants at the Closing, and the issuance and delivery of the Warrant Shares issuable upon exercise
of the Warrants, has been duly authorized by all necessary corporate action on the part of the Company, and all such Warrant Shares have been duly reserved for issuance. The Warrants when so issued and delivered at the Closing in accordance with the
terms of this Agreement, and the Warrant Shares issuable upon exercise of the Warrants when so issued, sold and delivered against payment therefor in accordance with the provisions of the Warrants, will be duly and validly issued, fully paid and
non-assessable, and free and clear of all Liens, other than Liens created by the Investor. 
 4.3 Non-Contravention. The execution and
delivery of the Agreements and Warrants, the issuance and sale of the Issued Shares and Warrants under the Agreements, the issuance and sale of the Warrant Shares in accordance with the terms of the Warrants, the fulfillment of the terms of the
Agreements and Warrants and the consummation of the transactions contemplated hereby and thereby will not (A) conflict with or constitute a violation of, or default (with the passage of time or otherwise) under, (i) any bond, debenture,
note or other evidence of indebtedness, lease, contract, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement 

  

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or instrument to which the Company or any Subsidiary is a party or by which it or its Subsidiaries or their respective properties are bound, (ii) the
charter, bylaws or other organizational documents of the Company or its Subsidiaries, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company
or its Subsidiaries or their respective properties, except in the case of clauses (i) and (iii) for any such conflicts, violations or defaults which are not reasonably likely to have a Material Adverse Effect or (B) result in the
creation or imposition of any Lien whatsoever upon any of the material properties or assets of the Company or its Subsidiaries or an acceleration of indebtedness pursuant to any obligation, agreement or condition contained in any material bond,
debenture, note or any other evidence of indebtedness or any material indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or its Subsidiaries are a party or by which any of them is bound or to which any of
the material property or assets of the Company or any Subsidiary is subject. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, or other federal, state or
local governmental body or any other person is required for the execution and delivery of the Agreements and the Warrants, the valid issuance and sale of the Issued Shares and Warrants to be sold pursuant to the Agreements and the valid issuance and
sale of the Warrant Shares issuable upon exercise of the Warrants, other than such as have been made or obtained, and except for (i) any post-closing securities filings required by state securities laws, and (ii) the filing of a Notice of
Sale of Securities on Form D with the SEC as required under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). 
 4.4 Capitalization. The outstanding shares of capital stock of the Company have been duly and validly issued and are fully paid and nonassessable, have been issued in compliance in all material respects with
all federal and state securities laws, and were not issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth in the SEC Documents, there are no outstanding rights (including, without
limitation, preemptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company or any Subsidiary, or any contract, commitment,
agreement, understanding or arrangement of any kind to which the Company is a party or of which the Company has knowledge and relating to the issuance or sale of any capital stock of the Company or any Subsidiary, any such convertible or
exchangeable securities or any such rights, warrants or options. Without limiting the foregoing or as otherwise set forth in the Agreements, no preemptive right, co-sale right, right of first refusal, registration right, or other similar right
exists with respect to the Issued Shares, the Warrants or the Warrant Shares or the issuance and sale thereof. No further approval or authorization of any stockholder or the Board of Directors of the Company is required for the issuance and sale of
the Issued Shares and Warrants at the Closing or the issuance of the Warrant Shares upon the exercise of the Warrants. The Company owns the entire equity interest in each of its Subsidiaries, free and clear of any Lien, other than as described in
the SEC Documents. Except as disclosed in the SEC Documents, there are no stockholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party or, to the knowledge of the Company,
between or among any of the Company’s stockholders. 
 4.5 Legal Proceedings. There is no material legal or governmental
proceeding, claim, action or arbitration (each, an “Action”) pending or, to the knowledge of the Company, threatened to which the Company or any Subsidiary is or may be a party or of which the business or property of the Company or its
Subsidiaries is subject that is not disclosed in the SEC Documents. Except as disclosed in the SEC Documents, there is no Action pending or, to the knowledge of the Company, threatened to which the Company or its Subsidiaries is or may be a party to
or of which the business or property of the Company or its Subsidiaries is subject which could adversely affect or challenge the legality, validity or enforceability of any of the Agreements or Warrants. The Company has not received any stop order
or other order suspending the effectiveness of any registration statement filed by the Company or its Subsidiaries under the Exchange Act or the Securities Act. 
 4.6 No Violations. Except as disclosed in the SEC Documents, neither the Company nor its Subsidiaries is (x) in violation of its charter, bylaws, or other organizational document, or (y) in violation
of any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to the Company or any Subsidiary, which, in the case of clause (y) only, violation, individually or in the
aggregate, would be reasonably likely to have a Material Adverse Effect, or (z) is in default (and there exists no condition which, with the passage of time or otherwise, would constitute a default) in any respect in the performance of any
bond, debenture, note or any other evidence of indebtedness in any indenture, mortgage, deed of trust or any other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or its Subsidiaries is bound or by
which the properties of the Company or its Subsidiaries are bound, which would be reasonably likely to have a Material Adverse Effect. 
  

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 4.7 Governmental Permits, Etc. With the exception of the matters which are dealt with separately
in Sections 4.1, 4.12, 4.13, and 4.14, each of the Company and its Subsidiaries has all necessary franchises, licenses, certificates and other authorizations from any foreign, federal, state or local government or governmental agency, department, or
body that are currently necessary for the operation of the business of the Company and its Subsidiaries as currently conducted and as described in the SEC Documents except where the failure to currently possess could not reasonably be expected to
have a Material Adverse Effect. 
 4.8 Intellectual Property. Except as disclosed in the SEC Documents (i) each of the Company
and its Subsidiaries owns or possesses sufficient rights to use all patents, patent rights, trademarks, copyrights, licenses, inventions, manufacturing processes, design process, logos, trade names, hardware designs, programming processes, software,
trade secrets, trade names and know-how (collectively, “Intellectual Property”) described or referred to in the SEC Documents as owned or possessed by it or that are necessary for the conduct of its business as now conducted or as proposed
to be conducted except where the failure to currently own or possess would not have a Material Adverse Effect, (ii) neither the Company nor any of its Subsidiaries is infringing or has received any notice of, or has any knowledge of, any
asserted infringement by the Company or any of its Subsidiaries of, any rights of a third party with respect to any Intellectual Property that, individually or in the aggregate, would have a Material Adverse Effect and (iii) neither the Company
nor any of its Subsidiaries has received any notice of, or has any knowledge of, infringement by a third party with respect to any Intellectual Property rights of the Company or of any Subsidiary that, individually or in the aggregate, would have a
Material Adverse Effect. 
 4.9 Financial Statements. The financial statements of the Company and the related notes contained in the
SEC Documents present fairly in all material respects, in accordance with generally accepted accounting principles, the financial position of the Company and its Subsidiaries as of the dates indicated, and the results of its operations and cash
flows for the periods therein specified consistent with the books and records of the Company and its Subsidiaries except that the unaudited interim financial statements were or are subject to normal and recurring year-end adjustments. Such financial
statements (including the related notes) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods therein specified, except as may be disclosed in the notes to such financial
statements, or in the case of unaudited statements, as may be permitted by the Securities and Exchange Commission (the “SEC”) on Form 10-Q under the Exchange Act and except as disclosed in the SEC Documents. The other financial information
contained in the SEC Documents has been prepared on a basis consistent with the financial statements of the Company. 
 4.10 No Material
Adverse Change. Except as disclosed in the SEC Documents and as set forth on Schedule 4.10 hereto, since the date of the latest audited financial statements included in the Company’s most recent Annual Report on Form 10-K, there has not
been (i) any material adverse change in the financial condition or earnings of the Company and its Subsidiaries considered as one enterprise, (ii) any material adverse event affecting the Company or its Subsidiaries, (iii) any
obligation, direct or contingent, that is material to the Company and its Subsidiaries considered as one enterprise, incurred by the Company, except obligations incurred in the ordinary course of business, (iv) any dividend or distribution of
any kind declared, paid or made on the capital stock of the Company or any of its Subsidiaries, (v) any loss or damage (whether or not insured) to the physical property of the Company or any of its Subsidiaries which has been sustained which
has a Material Adverse Effect, or (vi) any event, occurrence or development that has had or that could reasonably be expected to have a Material Adverse Effect. 
 4.11 Intentionally Omitted 
 4.12 Nasdaq Compliance. Except as otherwise disclosed in the SEC
Documents, the Company’s Common Stock is registered pursuant to Section 12(g) of the Exchange Act and is listed on The Nasdaq Stock Market, Inc. Capital Market (the “Nasdaq Capital Market”), and the Company has taken no action
designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or de-listing the Common Stock from the Nasdaq Capital Market, nor has the Company received any notification that the SEC or the
National Association of Securities Dealers, Inc. (“NASD”) is contemplating terminating such registration or listing. 
  

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 4.13 Reporting Status. The Company believes that it has filed with the SEC in a timely manner all
reports and documents that the Company was required to file under the Exchange Act during the 12 months preceding the date of this Agreement. The Company believes that it is eligible to use Form S-3 to register the resale of the Issued Shares and
Warrant Shares by the Investors under the Securities Act in accordance with this Agreement, and if not, the Company shall file a resale registration statement on Form S-1. As of their respective dates, the SEC Documents complied as to form in all
material respects with the requirements of the Securities Act and the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Documents, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company does not have pending before the SEC any
request for confidential treatment of information or documents. 
 4.14 Listing. The Company shall comply with all requirements of the
National Association of Securities Dealers, Inc. (or any other securities exchange, interdealer quotation system or other market on which the Common Stock is then listed) with respect to the issuance of the Issued Shares, the Warrants and the
Warrant Shares and the listing of Issued Shares and Warrant Shares on the Nasdaq Capital Market (or any other securities exchange, interdealer quotation system or other market on which the Common Stock is then listed). 
 4.15 No Manipulation of Stock. The Company has not taken and will not, in violation of applicable law, take, any action designed to or that could
reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Issued Shares or Warrant Shares. 
 4.16 Company not an “Investment Company”. The Company has been advised of the rules and requirements under the Investment Company Act of
1940, as amended (the “Investment Company Act”). The Company is not, and immediately after receipt of payment for the Securities will not be, an “investment company” or an entity “controlled” by an “investment
company” within the meaning of the Investment Company Act and shall conduct its business in a manner so that it will not become subject to the Investment Company Act. 
 4.17 Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the
Company, has (i) directly or indirectly, used any corrupt funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or
domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended. 
 4.19 Contracts. Except as disclosed in the SEC Documents or on Schedule 4.10 hereto, the contracts described in the SEC Documents that are
material to the Company are in full force and effect on the date hereof, and neither the Company nor, to the Company’s knowledge, any other party to such contracts is in breach of or default under any of such contracts which would have a
Material Adverse Effect. 
 4.20 Taxes. The Company and its Subsidiaries have filed all foreign, federal, state and local income,
excise or franchise tax returns, real estate and personal property tax returns, sales and use tax returns and other tax returns required to be filed by it and has paid all taxes shown thereon, except taxes which have not yet accrued or otherwise
become due. The provision for taxes of the Company included in the provision for accrued liabilities in the Company’s financial statements is adequate for taxes due or accrued as of the dates thereof. All taxes and other assessments and levies
which the Company or any of its Subsidiaries is required to withhold or collect have been withheld and collected in a timely manner and have been paid over to the proper governmental authorities to the extent required to be so paid. Except as
disclosed in the SEC Documents, with regard to the income tax returns of the Company and its Subsidiaries, neither the Company nor its Subsidiaries has received notice of any audit or of any proposed deficiencies from any taxing authority, and no
controversy with respect to 

  

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taxes of the Company or its Subsidiaries of any type is pending or, to the Company’s knowledge, threatened. There are in effect no waivers of applicable
statutes of limitations with respect to any taxes owed by the Company or its Subsidiaries for any year. 
 4.21 Transfer Taxes. On the
Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with the sale and transfer of the Securities to be sold to the Investor hereunder will be, or will have been, fully paid or
provided for by the Company and all laws imposing such taxes will be or will have been fully complied with. 
 4.22 Private Offering.
Assuming the correctness of the representations and warranties of the Investors set forth in Section 5 hereof, (i) the offer and sale of Issued Shares and Warrants hereunder is exempt from registration under the Securities Act and
(ii) upon the exercise of the Warrants in accordance with the terms thereof, the issuance and sale of the Warrant Shares will be exempt from registration under the Securities Act. The Company has not distributed and will not distribute prior to
the Closing Date any offering material in connection with this Offering and sale of the Securities other than the documents of which this Agreement is a part or the SEC Documents. The Company has not in the past nor will it hereafter take any action
to sell, offer for sale or solicit offers to buy any securities of the Company which would bring the offer, issuance or sale of the Issued Shares, the Warrants or the Warrant Shares as contemplated by this Agreement, within the provisions of
Section 5 of the Securities Act, unless such offer, issuance or sale was or shall be within the exemptions of Section 4 of the Securities Act.  
 4.23 Use of Proceeds. The proceeds from the sale of the Securities hereunder shall be used solely for general working capital purposes. 
 4.24. Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is
material to their respective businesses and good and marketable title in all personal property owned by them that is material to their respective businesses, in each case free and clear of all Liens, except for Liens disclosed in the SEC Documents
and except as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries. Any real property and facilities or personal property
held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and its Subsidiaries are in compliance, except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. 
 4.25 Transactions With Affiliates. Except as set forth in the SEC Documents, none of
the officers or directors of the Company or its Subsidiaries is presently a party to any transaction with the Company or its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other
arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any
entity in which any officer or director has a substantial interest or is an officer, director, trustee or partner, in each case that would be required to be disclosed now or in the future in an SEC Document pursuant to the requirements of
Item 404 of Regulation S-K. 
 4.26 Environmental Compliance. Except as set forth in the SEC Documents or as would not have a
Material Adverse Effect, to the knowledge of the Company, neither the Company nor any Subsidiary (a) is presently in noncompliance with, any federal, state, and local environmental and health and safety laws, rules, regulations, ordinances,
guidelines, codes, orders, approvals and similar items (“Environmental Laws”) applicable to its business and properties; (b) has generated, manufactured, used, refined, transported, treated, stored, handled, disposed of, transferred,
produced, or processed any pollutant, toxic substance, hazardous waste, hazardous substance, hazardous material, oil, or petroleum product other than ordinary cleaning and other similar products (“Hazardous Materials”) as defined under any
Environmental Law, or any solid waste, other than such instances and Hazardous Materials as are normally consumed by businesses engaged in operations substantially similar to those conducted by the Company, and has any knowledge of the release or
threat of release of any Hazardous Materials from its products, properties or facilities except in compliance with law; or (c) has entered into or been subject to any consent decree, compliance order, or administrative order with respect to any
environmental or health and safety matter relating to its business or any of its properties or facilities. 
  

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 4.27 Brokerage. Except as set forth on Schedule 4.27, there are no claims for and no person or
entity is entitled to any brokerage commissions, finder’s fees or similar compensation in connection with the transactions contemplated by this Agreement from the Company or its Subsidiaries or based on any arrangement or agreement made by or
on behalf of the Company or its Subsidiaries. The Investor shall have no direct obligation with respect to any fees or with respect to any claims made by or on behalf of other persons or entities for fees of a type contemplated in this Section that
may be due in connection with the transactions contemplated by this Agreement. 
 4.28 Employee Benefit Plans. Except as set forth in
the SEC Documents, neither the Company nor its Subsidiaries maintains or contributes to any employee benefit plans. The Company and its Subsidiaries are in material compliance with the provisions of all laws or rules or regulations applicable to any
employee benefit plan maintained or contributed to by the Company or its Subsidiaries for the benefit of its employees and, to the Company’s knowledge, there are no claims (other than routine claims for benefits) pending or threatened with
respect to any of such employee benefit plans. Neither the Company nor its Subsidiaries has any retirement, pension or deferred compensation plans or programs. For purposes of this Section 4.28, the term “Company” includes all
entities that have controlled, have been under the control of, or have been under common control with, the Company. 
 4.29 Employees.
Except as set forth in the SEC Documents, no officer or key employee of the Company or its Subsidiaries (orally or in writing) has notified the Company that he or she intends to terminate employment with the Company or its Subsidiaries. 

4.30 Insurance. The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as the Company’s Board of Directors has determined are prudent in light of the business risks faced by the Company and its financial condition. Neither the Company nor its Subsidiaries has any reason to believe that it will
not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost. 
 4.31 Registration Rights. Except as disclosed in the SEC Documents, the Company has not granted or agreed to grant to any person or entity any
rights (including “piggyback” registration rights) to have any securities of the Company registered with the SEC or any other governmental authority on any registration statement on which the Shares and Warrant Shares for the Investors
(and for the finder’s fee, if any) will be registered pursuant to the terms of this Agreement. 
 5. Representations, Warranties and
Covenants of the Investor. 
 5.1 The Investor represents and warrants to, and covenants with, the Company that: (i) the Investor is
an “accredited investor” as defined in Regulation D under the Securities Act and the Investor is also knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares
presenting an investment decision like that involved in the purchase of the Securities, including investments in securities issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all
information it deemed relevant in making an informed decision to purchase the Securities; (ii) the Investor is acquiring the number of Securities set forth in Section 3 of the Securities Purchase Agreement in the ordinary course of its
business and for its own account for investment only and with no present intention of distributing any of such Securities or any arrangement or understanding with any other persons regarding the distribution of such Securities; (iii) the
Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Securities except in compliance with the Securities Act,
applicable state securities laws and the respective rules and regulations promulgated thereunder; (iv) the Investor has answered all questions on the Investor Questionnaire for use in preparation of the Registration Statement and the answers
thereto are true, correct and complete as of the date hereof and will be true, correct and complete as of the Closing Date and at all times thereafter until the Investor has sold all of its Securities or until the Company is no longer required to
keep the Registration Statement effective ; (v) the Investor will notify the Company immediately of any change in any of such information until such time as the Investor has sold all of its Securities or until the Company is no longer 

  

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required to keep the Registration Statement effective; (vi) the Investor has carefully read and understands the SEC Documents and has had answered by
the Company all questions that such Investor asked and (vii) the Investor has, in connection with its decision to purchase the number of Securities set forth in Section 3 of the Securities Purchase Agreement, relied only upon the SEC
Documents and the representations and warranties of the Company contained herein. The Investor understands that its acquisition of the Securities has not been registered under the Securities Act or registered or qualified under any state securities
law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Investor’s investment intent as expressed herein. The Investor has completed or caused to be completed and
delivered to the Company the Investor Questionnaire, which questionnaire is true, correct and complete. 
 5.2 The Investor acknowledges that
there may occasionally be times when the Company determines that it must suspend the use of the Prospectus forming a part of the Registration Statement, as set forth in Section 7.2 of this Agreement. The Investor is aware that, in such event,
the Securities will not be subject to ready liquidation, and that any Securities purchased by the Investor would have to be held during such suspension. The overall commitment of the undersigned to investments which are not readily marketable is not
excessive in view of the Investor’s net worth and financial circumstances, and any purchase of the Securities will not cause such commitment to become excessive. The undersigned is able to bear the economic risk of an investment in the
Securities. 
 5.3 The Investor has carefully considered the potential risks relating to the Company and a purchase of the Securities, and
fully understands that the Securities are speculative investments which involve a high degree of risk of loss of the undersigned’s entire investment. Among others, the undersigned has carefully considered each of the risks identified in the SEC
Documents. 
 5.4 The Investor recognizes that an investment in the Company involves certain risks and it has taken full cognizance of and
understands all of the risk factors relating to the purchase of Securities. The Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Company and
making an informed investment decision with respect thereto. The Investor is able to bear the substantial economic risks related to an investment in the Company for an indefinite period of time, has no need for liquidity in such investment, and, at
the present time, can afford a complete loss of such investment. 
 5.5 The Investor is not subscribing for Securities as a result of or
subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any investment seminar or meeting open to the public. 

5.6 If the Investor is a partnership, corporation, limited liability company or trust, such partnership, corporation, limited liability company or
trust has not been formed for the specific purpose of acquiring such Securities, unless each beneficial owner of such entity is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D and has submitted information
substantiating such individual qualification. 
 5.7 The Investor acknowledges, represents and agrees that no action has been or will be
taken in any jurisdiction outside the United States by the Company that would permit an offering of the Securities, or possession or distribution of offering materials in connection with the issue of the Securities, in any jurisdiction outside the
United States where legal action by the Company for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers
Securities or has in its possession or distributes any offering material, in all cases at its own expense. 
 5.8 The Investor further
represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary
action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 
  

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 5.9 The Investor understands that nothing in the SEC Documents, this Agreement or any other materials
presented to the Investor in connection with the purchase and sale of the Securities constitutes legal, tax or investment advice. The Investor 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 Securities. 
 5.10 The Investor represents and warrants that Investor (either alone or as
part of a “group” within the meaning of the Securities Act) shall not acquire or shall not have the right to acquire Securities as a result of the Agreements such that, on a pro forma basis for the purchase of Securities and Warrant Shares
under this Agreement, the Investor or group would beneficially own 20% or more of the voting power or total shares outstanding of the Company. 
 5.11 The Investor understands that the Securities and Warrant Shares have not been registered under the Securities Act, that that the certificates evidencing the Securities and Warrant Shares will be imprinted with a legend that prohibits
their transfer except in accordance therewith and will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Securities or Warrant Shares unless (i) pursuant to an effective registration statement under the
Securities Act, (ii) the Investor provides the Company with an opinion of counsel, in a generally acceptable form, to the effect that a sale, assignment or transfer of the Securities or Warrant Shares may be made without registration under the
Securities Act and the transferee agrees to be bound by the terms and conditions of this Agreement, (iii) the Investor provides the Company with reasonable assurances (in the form of seller and broker representation letters) that the Issued
Shares, Warrants or the Warrant Shares, as the case may be, can be sold pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”) or (iv) pursuant to Rule 144(k) promulgated under the Securities Act following the
applicable holding period. 
 6. Survival of Representations, Warranties and Agreements. Notwithstanding any investigation made by any
party to this Agreement, all covenants, agreements, representations and warranties made by the Company and the Investor herein shall survive the execution of this Agreement, the delivery to the Investor of the Securities being purchased and the
payment therefor. 
 7. Registration of the Securities; Compliance with the Securities Act. 
 7.1 Registration Procedures and Other Matters. The Company shall: 
 (a) prepare and file with the SEC, within 60 calendar days after the Closing Date (the “Registration Statement Filing Date”), a registration statement on Form S-3, or other appropriate form if the Company is
not then eligible to use Form S-3, (the “Registration Statement”), to enable the resale of the Registrable Securities by the Investors through the automated quotation system of the Nasdaq Capital Market (or any other securities exchange,
interdealer quotation system or other market on which the Common Stock is traded) or in privately-negotiated transactions pursuant to Rule 415 of the Securities Act; 
 (b) use its commercially reasonable efforts to cause the Registration Statement to become effective within 150 days after the Closing Date (unless the Registration Statement is reviewed by the SEC, then within 180
days) (such 150 or 180 day period, as applicable, the “Registration Statement Effectiveness Date”), such efforts to include, without limiting the generality of the foregoing, preparing and filing with the SEC prior to the Registration
Statement Effectiveness Date, any financial statements that are required to be filed prior to the effectiveness of such Registration Statement; 
 (c) use its commercially reasonable efforts to prepare and file with the SEC such amendments and supplements to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration
Statement current, continuously effective and free from any material misstatement or omission to state a material fact for a period (the “Effectiveness Period”) not exceeding, with respect to each Investor’s Registrable Securities,
the earlier of (i) the second anniversary of the Closing Date, (ii) the date on which the Investor may sell all Registrable Securities then held by the Investor without restriction by the volume limitations of Rule 144(e) of the Securities
Act, or (iii) such time as all Registrable Securities held by such Investor have been sold pursuant to a registration statement; 
  

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 (d) Intentionally Omitted 
 (e) furnish to the Investor with respect to the Registrable Securities registered under the Registration Statement such number of copies of the
Registration Statement, Prospectuses and Preliminary Prospectuses in conformity with the requirements of the Securities Act and such other documents as the Investor may reasonably request, in order to facilitate the public sale or other disposition
of all or any of the Registrable Securities by the Investor; provided, however, that the obligation of the Company to deliver copies of Prospectuses or Preliminary Prospectuses to the Investor shall be subject to the receipt by the Company of
reasonable assurances from the Investor that the Investor will comply with the applicable provisions of the Securities Act and of such other securities or blue sky laws as may be applicable in connection with any use of such Prospectuses or
Preliminary Prospectuses; 
 (f) file documents required of the Company for normal blue sky clearance in states specified in writing by the
Investor and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain the effectiveness of the Registration Statement pursuant to Section 7.1(c); provided, however,
that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented; 
 (g) use its commercially reasonable efforts to comply in all material respects with the provisions of the Securities Act and the Exchange Act, together
with the rules and regulations promulgated thereunder, with respect to the Registration Statement and the disposition of all Registrable Securities covered thereby; 
 (h) use its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any stop order or other order suspending the effectiveness of a Registration Statement, or
(ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment; 
 (i) provide a transfer agent and registrar for all Registrable Securities subject to a Registration Statement. 
 (j) if requested by the Investors, cooperate with the Investors to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statements, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such
names as any such Investors may request. 
 (k) provide a copy of any Registration Statement and any amendments or supplements thereto and
the Company shall notify the Holders’ Counsel and each seller of Registrable Securities of any stop order issued or threatened by the SEC; 
 (l) Intentionally Omitted; 
 (m) bear all expenses in connection with the procedures in paragraph (a) through (l) of
this Section 7.1 and the registration of the Securities pursuant to the Registration Statement; and 
 (n) in the event that
(i) the Company fails to file the Registration Statement pursuant to clause (a) above on or before the Registration Statement Filing Date, (ii) the Registration Statement required to be filed pursuant to clause (a) above is not
declared effective on or before the Registration Statement Effectiveness Date, or (ii) after a Registration Statement has been declared effective, either (x) such Registration Statement ceases to be effective or available for any reason or
(y) the occurrence of any Suspension, other than, in the case of clause (x) or (y) a suspension by the Company of the use of the Prospectus forming a part of Registration Statement for not more than 60 days in any period of 365
consecutive days solely to the extent it is suspended in reliance on an ability to do so due to the existence of a development that, in the good faith discretion of the Company’s Board of 

  

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Directors, makes it appropriate to so suspend or which renders the Company unable to comply with SEC requirements (any such failure or event described in the
foregoing clauses (i) through (vi), an “Event”, and the date on which such Event occurs being referred to as an “Event Date”) then, on each monthly anniversary of each such Event Date and until such time as all then
continuing Events shall have been cured, the Company shall pay to each Investor in cash in immediately available funds, as partial liquidated damages and not as a penalty, an amount equal to 1% of the aggregate purchase price of the Registrable
Securities purchased by the Investors pursuant to this Agreement (not to exceed 15% total) (the “Registration Penalty”) for each month, or pro rata from any portion thereof, following such Event Date. The Registration Penalty shall accrue
on a daily basis and shall be payable in arrears by the Company within 10 days of the end of each monthly anniversary of the Event Date until such time as all then continuing Events shall have been cured. 
 7.2 Transfer of Securities After Registration; Suspension. 
 (a) The Investor agrees that it will not effect any disposition of the Registrable Securities or its right to purchase the Issued Shares or Warrants that would constitute a sale within the meaning of the Securities
Act except as contemplated in a Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the
Registration Statement regarding the Investor or its plan of distribution. 
 (b) Except in the event that paragraph (c) or
(d) below applies, the Company shall (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement
or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and so that, as thereafter delivered to purchasers of the Registrable Securities being sold thereunder, such Prospectus
will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;
(ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i); and (iii) inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a
post-effective amendment to a Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its commercially reasonable efforts to secure the effectiveness of such post-effective
amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). 
 (c) In addition to any suspension rights under paragraph (d) below, upon the happening of any pending corporate development, public filing with the SEC or similar event, that, in the judgment of the Board,
renders it advisable to suspend use of the Prospectus or upon the request by an underwriter in connection with an underwritten public offering of the Company’s securities, the Company may suspend use of the Prospectus, on written notice to each
Purchaser (which notice will not disclose the content of any material non-public information and will indicate the date of the beginning and end of the intended period of suspension, if known), in which case the Investor shall discontinue
disposition of Registrable Shares covered by the Registration Statement or Prospectus until copies of a supplemented or amended Prospectus are distributed to the Investor or until the Investor is advised in writing by the Company that sales of
Registrable Securities under the applicable Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. Notwithstanding the foregoing,
in no event shall such suspension be for a period of more than ninety (90) consecutive days in any twelve month period from the giving of the suspension notice. The suspension and notice thereof described in this Section 7.2(c) shall be
held in strictest confidence and shall not be disclosed by the Investor. 
 (d) Subject to paragraph (e) below, in the event
(i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for
additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by 

  

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the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in a Registration Statement or Prospectus, or
any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver, via Federal Express or other overnight delivery service, a certificate in writing to the Investor
(the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investor will refrain from selling any Registrable Securities pursuant to the Registration Statement (a “Suspension”) until
the Investor’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its commercially reasonable efforts to cause the use of the Prospectus so suspended to be
resumed as soon as reasonably practicable within 60 days after the delivery of a Suspension Notice to the Investor. In addition to and without limiting any other remedies (including, without limitation, at law or at equity) available to the
Investor, the Investor shall be entitled to specific performance in the event that the Company fails to comply with the provisions of this Section 7.2(c). 
 (e) The Investor hereby covenants not to sell any of the Registrable Securities during any Suspension then in effect. 
 (f) Provided that a Suspension is not then in effect, the Investor may sell Registrable Securities under the Registration Statement or in any other manner permitted by law. Upon receipt of a request therefor, the
Company has agreed to provide an adequate number of current Prospectuses to the Investor and to supply copies to any other parties requiring such Prospectuses. 
 7.3 Indemnification. For the purpose of this Section 7.3: 
 (i) the term “Registration
Statement” shall include (a) any Registration Statement referred to in Section 7.1, (b) the Prospectus in the form first filed with the SEC pursuant to Rule 424(b) of the Securities Act or filed as part of a Registration
Statement at the time of effectiveness if no Rule 424(b) filing is required, and (c) any exhibit, supplement or amendment included in or relating to a Registration Statement referred to in Section 7.1; and 
 (ii) the term “untrue statement” shall include any untrue statement or alleged untrue statement of a material fact, or any omission or alleged
omission to state in a Registration Statement a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 
 (a) The Company agrees to indemnify and hold harmless each Investor, the officers, directors, investment advisors, partners, members, attorneys, and
employees of each Investor, each person or entity who controls any such Investor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, investment advisors, partners,
members, attorneys, and employees of each such controlling person or entity (collectively, the “Investor Indemnitees”) from and against any losses, claims, damages or liabilities to which such Investor Indemnitee may become subject (under
the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon (i) any untrue statement of a material fact contained in the Registration
Statement as amended at the time of effectiveness, or (ii) any failure by the Company to fulfill any undertaking included in the Registration Statement as amended at the time of effectiveness, and the Company will reimburse such Investor
Indemnitee for any reasonable legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim, or preparing to defend any such action, proceeding or claim, provided,
however, that the Company shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, an untrue statement made in such Registration Statement or any omission 

  

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of a material fact required to be stated therein or necessary to make the statements therein not misleading in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the applicable Investor specifically for use in preparation of the Registration Statement or the failure of the applicable Investor to comply with its covenants and agreements contained in
Section 7.2 hereof respecting sale of the Registrable Securities or any statement or omission in any Prospectus that is corrected in any subsequent Prospectus that was delivered to the Investor at a reasonable time prior to the pertinent sale
or sales by the Investor. The Company shall reimburse each Investor Indemnitee for the amounts provided for herein on demand as such expenses are incurred. 
 (b) The Investor agrees to indemnify and hold harmless the Company (and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act, each officer of the Company who signs
the Registration Statement and each director of the Company) from and against any losses, claims, damages or liabilities to which the Company (or any such officer, director or controlling person) may become subject (under the Securities Act or
otherwise), insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon, (i) any failure by such Investor to comply with the covenants and agreements contained in
Section 7.2 hereof respecting sale of the Registrable Securities, or (ii) any untrue statement of a material fact contained in the Registration Statement if such untrue statement was made in reliance upon and in conformity with written
information furnished by or on behalf of the Investor specifically for use in preparation of the Registration Statement, and the Investor will reimburse the Company (or such officer, director or controlling person, as the case may be) for any legal
or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided that the Investor’s obligation to indemnify the Company shall be limited to the net proceeds received
by the Investor from the sale of Registrable Securities giving rise to such liability. 
 (c) Promptly after receipt by any indemnified
person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 7.3, such indemnified person shall notify the indemnifying person in writing of
such claim or of the commencement of such action, but the omission to so notify the indemnifying person will not relieve it from any liability which it may have to any indemnified person under this Section 7.3 (except to the extent that such
omission materially and adversely affects the indemnifying person’s ability to defend such action) or from any liability otherwise than under this Section 7.3. Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled to participate therein, and, to the extent that it shall elect by written notice delivered to the indemnified person promptly after receiving the aforesaid notice from
such indemnified person, shall be entitled to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense
thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof, provided, however, that (x) if there
exists or shall exist a conflict of interest that would make it inappropriate, in the opinion of counsel to the indemnified person, for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or
associate thereof or (y) the indemnifying party shall have failed promptly to assume the defense of such action or to employ counsel reasonably satisfactory to such indemnified party in any such action, then, in the case of either clause
(x) or (y), the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person; provided, however, that no indemnifying person shall be responsible for the fees and expenses of more than one separate
counsel (together with appropriate local counsel) for all indemnified parties. In no event shall any indemnifying person be liable in respect of any amounts paid in settlement of any action unless the indemnifying person shall have approved the
terms of such settlement; provided that such consent shall not be unreasonably withheld. No indemnifying person shall, without the prior written consent of the indemnified person, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified person is or could have been a party and indemnification could have been sought hereunder by such indemnified person, unless such settlement includes an unconditional release of such indemnified person from all
liability on claims that are the subject matter of such proceeding. 
 (d) If the indemnification provided for in this Section 7.3 is
unavailable to or insufficient to hold harmless an indemnified person under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each
indemnifying person shall contribute to the amount paid or payable by such indemnified person as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the 

  

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relative fault of the Company on the one hand and the Investor on the other in connection with the statements or omissions or other matters which resulted in
such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, in the case of an untrue statement,
whether the untrue statement relates to information supplied by the Company on the one hand or the Investor on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue
statement. The Company and the Investor agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Investor and other selling shareholders were treated as
one entity for such purpose) or by any other method of allocation which does not take into account the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified person as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified person in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this subsection (d), the Investor shall not be required to contribute any amount in excess of the amount by which the net proceeds received by the Investor from the sale of
Registrable Securities giving rise to such liability exceeds the amount of any damages which such Investor has otherwise been required to pay by reason of such untrue statement. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Investor’s obligations in this subsection to contribute shall be in proportion to its sale
of Registrable Securities to which such loss relates and shall not be joined with any other selling shareholders. 
 (e) The parties to this
Agreement hereby acknowledge that they are sophisticated business persons who were represented by counsel during the negotiations regarding the provisions hereof including, without limitation, the provisions of this Section 7.3, and are fully
informed regarding said provisions. They further acknowledge that the provisions of this Section 7.3 fairly allocate the risks in light of the ability of the parties to investigate the Company and its business in order to assure that adequate
disclosure is made in the Registration Statement as required by the Act and the Exchange Act. The parties are advised that federal or state public policy as interpreted by the courts in certain jurisdictions may be contrary to certain of the
provisions of this Section 7.3, and the parties hereto hereby expressly waive and relinquish any right or ability to assert such public policy as a defense to a claim under this Section 7.3 and further agree not to attempt to assert any
such defense. 
 7.4 Termination of Conditions and Obligations. The conditions precedent imposed by Section 5 or this
Section 7 upon the transferability of the Securities shall cease and terminate as to any particular number of the Securities when such Securities shall have been effectively registered under the Securities Act and sold or otherwise disposed of
in accordance with the intended method of disposition set forth in the Registration Statement covering such Securities or at such time as an opinion of counsel reasonably satisfactory to the Company shall have been rendered to the effect that such
conditions are not necessary in order to comply with the Securities Act. 
 7.5 Information Available. So long as the Registration
Statement is effective covering the resale of Securities owned by the Investor, the Company will furnish to the Investor upon the reasonable request of the Investor, an adequate number of copies of the Prospectuses to supply to any other party
requiring such Prospectuses; and upon the reasonable request of the Investor, the Chief Executive Officer or the Chief Financial Officer of the Company (or an appropriate designee thereof) will meet with the Investor or a representative thereof
during normal business hours at the Company’s headquarters to discuss all information relevant for disclosure in the Registration Statement covering the Securities and will otherwise use its commercially reasonable best efforts to cooperate
with any Investor conducting an investigation for the purpose of reducing or eliminating such Investor’s exposure to liability under the Securities Act, including the reasonable production of information at the Company’s headquarters;
provided, that the Company shall not be required to disclose any confidential information to or meet at its headquarters with any Investor until and unless the Investor shall have entered into a confidentiality agreement in form and substance
reasonably satisfactory to the Company with the Company with respect thereto and, provided, further, that such investigation shall not interfere with the normal business operations of the Company. 
 7.6 Registrable Securities. As used herein, the term “Registrable Securities” shall mean (i) the Issued Shares, (ii) the
Warrant Shares, and (iii) any shares of Common Stock issued or issuable directly or indirectly with respect to the securities referred to in clauses (i) and (ii) by way of stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or other reorganization. 
  

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 8. Notices. All notices, requests, consents and other communications hereunder shall be in
writing, shall be mailed (A) if within the United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile, or (B) if delivered from outside the United
States, by International Federal Express or facsimile, and shall be deemed given (i) if delivered by first-class registered or certified mail, three business days after so mailed, (ii) if delivered by nationally recognized overnight
carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt and shall be delivered as addressed
as follows: 
  

	 	(a)	if to the Company, to: 

 Cygne Designs,
Inc. 
 11 W. 42nd
 Street, Ninth Floor 
 New York, NY 10036 
 Fax: (212) 997-7758 
 Attn: Bernard Manuel 
  

	 	(b)	if to the Investor, at its address on the signature page hereto, or at such other address or addresses as may have been furnished to the Company in writing.


 9. Changes. This Agreement may not be modified or amended except pursuant to an instrument in writing signed by the
Company and the Investor. 
 10. Headings. The headings of the various sections of this Agreement have been inserted for convenience
of reference only and shall not be deemed to be part of this Agreement. 
 11. Severability. In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 
 12. Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware. 

13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which,
when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. 
 14. Rule 144. The Company covenants that it will timely file the reports required to be filed by it under the Securities Act and the Exchange Act
and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Investor holding Registrable Securities, make publicly available such information as necessary to
permit sales pursuant to Rule 144 under the Securities Act), and it will take such further action as any such Investor may reasonably request, all to the extent required from time to time to enable such Investor to sell Registrable Securities
without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or regulation hereafter adopted
by the SEC. Upon the request of the Investor, the Company will deliver to such holder a written statement as to whether it has complied with such information and requirements. 
 15. Non-Public Information. 
 15.1 The
Investor represents to the Company that, at all times during the Company’s offering of the Securities, the Investor has maintained in confidence all non-public information regarding the Company received by the Investor from the Company or its
agents, and covenants that it will continue to maintain in confidence such information until such information (a) becomes generally publicly available other than through a violation of this provision by the Investor or its agents or (b) is
required to be disclosed in legal proceedings (such as 

  

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by deposition, interrogatory, request for documents, subpoena, civil investigation demand, filing with any governmental authority or similar process),
provided, however, that before making any use or disclosure in reliance on this subparagraph (b) the Investor shall give the Company at least fifteen (15) days prior written notice (or such shorter period as required by law) specifying the
circumstances giving rise thereto and will furnish only that portion of the non-public information which is legally required and will exercise its best efforts at the sole expense of the Company to obtain reliable assurance that confidential
treatment will be accorded any non-public information so furnished. 
 15.2 The Company shall on the Closing Date issue a press release (the
“Closing Date Press Release”) disclosing the material terms of the transactions contemplated hereby (including at least the number of Securities sold and proceeds therefrom). 
 15.3 The Investor acknowledges and agrees that federal and state securities laws prohibit such Investor from buying or selling any Securities while in
the possession of material non-public information. 
 16. Intentionally Omitted. 
 17. Intentionally Omitted. 
 18.
Expenses. Each of the Company and the Investors shall bear its own costs and expenses related to preparation and execution of the Agreements, including, but not limited to, due diligence expenses, accounting expenses, other incidental costs
and expenses and reasonable attorney’s fees. 
  

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 Schedule 4.10 
 The Company has not yet entered into a credit arrangement to replace its factoring arrangement with Milberg Factors that expires on July 31, 2007, and there can be no assurance that the Company will be successful
in entering into a new credit arrangement on satisfactory terms or at all. The failure of the Company to enter into a new credit arrangement within the next several days will have a Material Adverse Effect, including a material adverse effect on the
Company’s stock price. 
  

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 CYGNE DESIGNS, INC. 
 INVESTOR QUESTIONNAIRE 
 (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY) 
  

	To:	Cygne Designs, Inc. 

 11 W. 42nd Street, Ninth Floor 
 New York, NY 10036 
 This Investor Questionnaire (“Questionnaire”) must be completed by each
potential investor in connection with the offer and sale of the shares of the common stock, par value $0.01 per share, of Cygne Designs, Inc. (the “Common Stock”) and warrants to purchase shares of Common Stock (the “Warrants”
and together with the Common Stock, the “Securities”). The Securities are being offered and sold by Cygne Designs, Inc. (the “Company”) without registration under the Securities Act of 1933, as amended (the “Act”), and
the securities laws of certain states, in reliance on the exemptions contained in Section 4(2) of the Act and on Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company must determine
that a potential investor meets certain suitability requirements before offering or selling Securities to such investor. The purpose of this Questionnaire is to assure the Company that each investor will meet the applicable suitability requirements.
The information supplied by you will be used in determining whether you meet such criteria, and reliance upon the private offering exemption from registration is based in part on the information herein supplied. 
 This Questionnaire does not constitute an offer to sell or a solicitation of an offer to buy any security. Your answers will be kept strictly
confidential. However, by signing this Questionnaire you will be authorizing the Company to provide a completed copy of this Questionnaire to such parties as the Company deems appropriate in order to ensure that the offer and sale of the Securities
will not result in a violation of the Act or the securities laws of any state and that you otherwise satisfy the suitability standards applicable to purchasers of the Securities. All potential investors must answer all applicable questions and
complete, date and sign this Questionnaire. Please print or type your responses and attach additional sheets of paper if necessary to complete your answers to any item. 
 A. BACKGROUND INFORMATION 
  

					
	Name:                                     
                                        
                                        
                                        
                                        
                           
	
	Business Address:                                   
                                        
                                        
                                        
                                        
       
	 (Number and Street)
  

	(City)	  	(State)	  	(Zip Code)
	
	Telephone Number: (            )                     
                                        
                                        
                                        
                                        
    
	
	Residence Address (for individuals):                              
                                        
                                        
                                        
                    
	 (Number and Street)
  

	(City)	  	(State)	  	(Zip Code)
	
	Telephone Number: (___)                                 
                                        
                                        
                                        
                                    
	
	If an individual:
	        Age:                 	  	Citizenship:                         	  	Where registered to vote:
                                        
    
	
	If a corporation, partnership, limited liability company, trust or other entity:
	
	Type of entity:                                  
                                        
                                        
                                        
                                        
              
	        State of formation:
                                        
    	  	Date of
formation:                                      
                   

  

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	Social Security or Taxpayer Identification No.                          
                                        
                                        
                                        
          
	
	Send all correspondence to (check one):              Residence Address
             Business Address
	
	Current beneficial ownership of securities of the Company1: (1)
             shares of common stock, par value $0.01 per share; (2) options to purchase              shares of
Common Stock

 B. STATUS AS ACCREDITED INVESTOR 
 The undersigned is an “accredited investor” as such term is defined in Regulation D
under the Act, as at the time of the sale of the Securities the undersigned falls within one or more of the following categories (Please initial one or more, as applicable):2 
              (1) a bank as
defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in
Section 2(a)(48) of that Act; a Small Business Investment Corporation licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a
state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with the investment decisions made solely by persons that are accredited investors; 
              (2) a private business development company as defined in
Section 202(a)(22) of the Investment Adviser Act of 1940; 
  


	 1
	 A “beneficial owner” of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares (i) voting power, which includes the power to vote or to direct the voting of, such security, and/or (ii) investment power, which
includes the power to dispose, or to direct the disposition, of such security. Any person who, directly or indirectly, creates or uses a trust, proxy, power of attorney, pooling arrangement or any other contract, arrangement or device with the
purpose or effect of divesting such person of beneficial ownership of a security or preventing the vesting of such beneficial ownership as part of a plan or scheme to evade the reporting requirements of the Securities Exchange Act of 1934 shall be
deemed the beneficial owner of such security. A person is the beneficial owner of a security if that person has the right to acquire beneficial ownership of such security at any time within sixty (60) days, including but not limited to any
right to acquire the security (i) through the exercise of any option, warrant or right; (ii) through the conversion of a security; (iii) pursuant to the power to revoke a trust, discretionary account or similar arrangement; or
(iv) pursuant to the automatic termination of a trust, discretionary account or similar arrangement. The amount of securities owned beneficially, whether or not such securities are also held of record, should be stated. The number of shares
with respect to which a person has the right to acquire beneficial ownership within sixty (60) days should be stated as a note to the number of shares beneficially owned. In addition to other forms of beneficial ownership, the SEC has taken the
position that generally a person has a beneficial interest in securities owned by a spouse, minor children or any relatives of such person or spouse who reside in the same home. The final determination of beneficial ownership is a question to be
determined in light of the facts of a particular case. Thus, although you include certain security holdings in your beneficial ownership, you may nevertheless disclaim beneficial ownership of such securities. 



	 2
	 As used in this Questionnaire, the term “net worth” means the excess of
total assets over total liabilities. In computing net worth for the purpose of subsection (4), the principal residence of the investor must be valued at cost, including cost of improvements, or at recently appraised value by an institutional lender
making a secured loan, net of encumbrances. In determining income, the investor should add to the investor’s adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited
partnership, deductions claimed for depiction, contributions to an IRA or KEOGH retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.



  

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              (3) an organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities offered, with total assets in
excess of $5,000,000; 
              (4) a natural person whose
individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase of the Securities exceeds $1,000,000; 
              (5) a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that
person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; 
              (6) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities offered, whose
purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; and 
              (7) an entity in which all of the equity owners are accredited investors (as defined above). (Note: If this item is selected, each equity owner must submit an
individual investor questionnaire.) 
 IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this 30th day of July 2007, and
declares under oath that it is truthful and correct. 
  

			
	  
	 	  

	Print Name
		
	By:	 	  

	Title:	 	Authorized Signatory
		 	(required for any purchaser that is a corporation, partnership, trust or other entity)


  

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 [Company Letterhead] 
 [Date] 
  

	 	Re:	Cygne Designs, Inc.; Registration Statement on Form S-3 

 Dear
Selling Shareholder: 
 Enclosed please find five (5) copies of a prospectus dated
                    ,      (the “Prospectus”) for your use in reselling your shares of common
stock, $0.01 par value (the “Securities”), of Cygne Designs, Inc. (the “Company”), under the Company’s Registration Statement on Form S-3 (or other acceptable Form) (Registration No. 333-XXXXX) (the
“Registration Statement”), which has been declared effective by the Securities and Exchange Commission. As a selling shareholder under the Registration Statement, you have an obligation to deliver a copy of the Prospectus to each
purchaser of your Securities, either directly or through the broker-dealer who executes the sale of your Securities. 
 The Company is
obligated to notify you in the event that it suspends trading under the Registration Statement in accordance with the terms of the Securities Purchase Agreement between the Company and you. During the period that the Registration Statement remains
effective and trading thereunder has not been suspended, you will be permitted to sell you Securities which are included in the Prospectus under the Registration Statement. Upon a sale of any Securities under the Registration Statement, you or your
broker will be required to deliver to the Transfer Agent, American Stock Transfer and Trust Company (1) your restricted stock certificate(s) representing the Securities, (2) instructions for transfer of the Securities sold, and (3) a
representation letter from your broker, or from you if you are selling in a privately negotiated transaction, or from such other appropriate party, in the form of Exhibit A attached hereto (the “Representation Letter”). The
Representation Letter confirms that the Securities have been sold pursuant to the Registration Statement and in a manner described under the caption “Plan of Distribution” in the Prospectus and that such sale was made in accordance with
all applicable securities laws, including the prospectus delivery requirements. 
 Please note that you are under no obligation to
sell your Securities during the registration period. However, if you do decide to sell, you must comply with the requirements described in this letter or otherwise applicable to such sale. Your failure to do so may result in liability under the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. Please remember that all sales of your Securities must be carried out in the manner set forth under the caption “Plan of Distribution” in the
Prospectus if you sell under the Registration Statement. The Company may require an opinion of counsel reasonably satisfactory to the Company if you choose another method of sale. You should consult with your own legal advisor(s) on an ongoing
basis to ensure your compliance with the relevant securities laws and regulations. 
 In order to maintain the accuracy of the
Prospectus, you must notify the undersigned upon the sale, gift, or other transfer of any Securities by you, including the number of Securities being transferred, and in the event of any other change in the information regarding you which is
contained in the Prospectus. For example, you must notify the undersigned if you enter into any arrangement with a broker-dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a
purchase by a broker-dealer. Depending on the circumstances, such transactions may require the filing of a supplement to the prospectus in order to update the information set forth under the caption “Plan of Distribution” in the
Prospectus. 
 Should you need any additional copies of the Prospectus, or if you
have any questions concerning the foregoing, please write to me at Cygne Designs, Inc., 11 W. 42nd Street, Ninth Floor, New York, NY 10036. Thank you.

  

	
	Sincerely,
	
	
	Bernard Manuel,
	Chief Executive Officer


  

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