SECURITIES PURCHASE
AGREEMENT


 


THIS SECURITIES
PURCHASE AGREEMENT (this “Agreement”), dated as of the date set forth on the signature page hereto, by and
among AVRA Surgical Robotics, Inc., a Delaware corporation (the “Company”) with an address at c/o Stamell &
Schager, LLP, 1 Liberty Plaza 35th Floor, New York, NY 10006, and the purchaser(s) executing a signature page attached hereto (individually,
a “Purchaser” and collectively, the "Purchasers").


 


W I T
N E S S E T H:


 


WHEREAS, the Purchaser
wants to invest in the Company and the Company desires to issue and sell shares (the “Shares”) of the common
stock, par value $.0001 per share, of the Company (the “Common Stock”) at a per share purchase price equal to
$3.04 per share (the "Purchase Price"),


 


NOW, THEREFORE, in
consideration of the premises, conditions and promises herein contained, the parties hereto agree as follows:


 


		1.	PURCHASE AND SALE OF SHARES



 


1.1          Sale and
Issuance of Shares


 


(a)          Sale
of Shares. Upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase the Company
agrees to issue and sell to each of the Purchasers and each Purchaser agrees to purchase from the Company, the number of Shares
set forth on the signature page hereto, at $3.04 per share, for the aggregate Purchase Price set forth on each Purchaser's signature
page.


 


(b)          Place
of Closing. The completion of the purchase and sale of the Shares hereunder (the “Closing”) shall take place by
electronic communication at such time as the Company and the Purchaser agree, subject to the satisfaction of all conditions herein.


 


(c)          Deliveries.


 


(i)          The
Company shall deliver to the Purchaser a certificate representing the number of Shares purchased by such Purchaser, duly executed
by the Company, within 10 business days after Closing; and


 


(ii)          At
or prior to the Closing, the Purchaser shall deliver to the Company the Purchase Price in immediately available funds to such account
as the Company may designate.


 


(iii)         The
Company and the Purchaser shall deliver this Agreement duly executed at the Closing.


 


1.2          Use
of Proceeds. The Company shall use the proceeds of the sale of the Shares for general working
capital purposes.


 






    	 



    	 



    
 


		2.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.



 


The Company hereby
represents, warrants and covenants to the Purchaser as follows:


 


2.1          Organization;
Good Standing. The Company has been duly incorporated or organized, is validly existing as a
corporation or other applicable business entity and is in good standing under the laws of the State of Delaware and has the requisite
power to carry on its business as now conducted.


 


2.2          Authorization.
The Company has the requisite power and authority to enter into this Agreement and to carry out its obligations hereunder. The
execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated
hereby have been duly authorized by the board of directors of the Company and no other actions on the part of the Company are necessary
to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered
by the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with
its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws affecting the enforcement
of creditors' rights generally or by general principles of equity. The Company shall have authorized the issuance of the Shares,
pursuant to the terms and conditions of this Agreement, and, when issued, sold and delivered in accordance with this Agreement
for the consideration described herein, shall be duly authorized and validly issued, are fully paid and nonassessable, and were
issued in accordance with the registration or qualification provisions of any applicable securities laws or pursuant to valid exemptions
therefrom.


 


2.3          Consents.
The Company is not required to obtain any consent, waiver, authorization or order of, give any
notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or
other person in connection with the valid execution, delivery and performance by the Company or the offer, sale or issuance of
the Shares other than the filing of a Form D Notice of Exempt Offering of Securities (“Form D”) with the Commission,
if deemed advisable by the Company, and such filings as are required to be made under applicable state securities laws. 


 


2.4          Compliance.
To the knowledge of the Company’s officers and directors, no claim has been filed against the Company alleging a violation
of any applicable laws or regulations of foreign, federal, state and local governments and all agencies thereof. The Company holds
all of the material permits, licenses, certificates or other authorizations of foreign, federal, state or local governmental agencies
required for the conduct of its business as presently conducted.


 


2.5          Questionable
Payments. Neither the Company, nor any employee, agent or representative of the Company, has,
directly or indirectly, made any bribes, kickbacks, illegal payments or illegal political contributions using the Company’s
funds or made any payments from the Company’s funds to any governmental officials for improper purposes or made any illegal
payments from the Company to obtain or retain business.


 






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		3.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.



 


The Purchaser hereby
represents and warrants to the Company, solely as to itself, as follows:


 


3.1          Authorization.
The Purchaser has full power and authority to enter into this Agreement, to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement constitutes a valid
and legally binding obligation of such Purchaser, enforceable in accordance with their respective terms except (i) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other
equitable remedies.


 


3.2          Investment.
The Purchaser is acquiring the Shares solely for investment and for the Purchaser’s own
account, not as a nominee or agent, and not with a view to the resale or distribution thereof. The Purchaser
has no agreement or arrangement, formal or informal, with any person to sell or transfer all or any part of any of the Shares and
the Purchaser has no plans to enter into any such agreement or arrangement.


 


3.3          Accredited
Purchaser. The Purchaser is an “Accredited Investor” as that term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and
has truthfully and accurately completed the Accredited Investor Questionnaire attached to this Agreement as Exhibit A and
will submit to the Company such further assurances of such status as may be reasonably requested by the Company.
The Purchaser represents to the Company that any information which the undersigned has heretofore
furnished or is furnishing herewith to the Company is complete and accurate and may be relied upon by the Company in determining
the availability of an exemption from registration under Federal and state securities laws in connection with the offering and
sale of the Shares.


 


3.4          Adequate
Information. The Purchaser and the Purchaser’s attorney, accountant, purchaser
representative and/or tax advisor, if any (collectively, the “Advisors”), have had a reasonable opportunity to ask
questions of and receive answers from the Company’s officers and any other persons authorized by the Company to answer such
questions, concerning, among other related matters, this Agreement, the Shares, and the business, financial condition, results
of operations and prospects of the Company and all such questions have been answered by the Company to the full satisfaction of
the Purchaser and its Advisors, if any. The Purchaser also acknowledges that the Company may
repurchase or issue and sell shares of the Common Stock of the Company at a per share purchase price that may be less than or greater
than the Purchase Price paid for the Shares and such Purchaser has had the opportunity to consult with its Advisors with respect
to the tax implications regarding the purchase of the Shares.


 


3.5          Non-Reliance.
In evaluating the suitability of an investment in the Company, the Purchaser has
not relied upon any representation or other information (oral or written) other than as stated in this Agreement or as contained
in documents so furnished to the Purchaser or its Advisors, if any, by the Company in writing. The Purchaser is not relying on
the Company, or any of its respective employees or agents with respect to the legal, tax, economic and related considerations of
an investment in any the Shares and the Purchaser has relied on the advice of, or has consulted with, only its own Advisors.


 


3.6          No
General Solicitation. The Purchaser is unaware of, is in no way relying on, and did not become
aware of the offering of the Shares through or as a result of, any form of general solicitation or general advertising including,
without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar
media or broadcast over television, radio or over the Internet, in connection with the offering and sale of the Shares and is
not purchasing the Shares as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of
a subscription by, a person not previously known to the Purchaser in connection with investments in securities generally.


 






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3.7          Investor
Suitability. The Purchaser understands and agrees that purchase of the Shares is a high risk
investment and the Purchaser is able to afford an investment in a speculative venture having the risks and objectives of the Company
and has adequate means of providing for Purchaser’s current financial needs and foreseeable contingencies and has no need
for liquidity from its investment in the Shares for an indefinite period of time. The Purchaser must bear the substantial economic
risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of
unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration
is available. The investment is a suitable one for the Purchaser. 


 


3.8          Specific
Purpose. The Purchaser that is an entity represents that it was not formed for the specific purpose
of acquiring the Shares, is duly organized, validly existing and in good standing under the laws of the state of its organization,
the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of any law or its
charter or other organizational documents, such entity has full power and authority to execute and deliver this Agreement and to
carry out the provisions hereof and thereof and to purchase and hold the Shares, the execution and delivery of this Agreement has
been duly authorized by all necessary action, this Agreement has been duly executed and delivered on behalf of such entity and
is a legal, valid and binding obligation of such entity; or (iii) if executing this Agreement in a representative or fiduciary
capacity, represents that it has full power and authority to execute and deliver this Agreement in such capacity and on behalf
of the Purchaser and the Purchaser has full right and power to perform pursuant to this Agreement and make an investment in the
Company, and represents that this Agreement constitutes a legal, valid and binding obligation of the Purchaser. The execution and
delivery of this Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document
to which the Purchaser is a party or by which it is bound.


 


3.9          Brokers
or Finders. The Purchaser has taken no action that would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.


 


3.10          Restricted
Securities. None of the Shares are registered under the Securities Act of 1933,
as amended (the “Securities Act”), or any state securities laws. The Purchaser acknowledges that the
Shares have not been recommended by any US Federal or State securities commission or regulatory authority and have not confirmed
the accuracy or determined the adequacy of this Agreement. The Purchaser understands
that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act, by virtue of Section
4(2) thereof and, if deemed advisable by the Company, the provisions of Regulation D promulgated thereunder, based, in part, upon
the representations, warranties and agreements of the Purchaser contained in this Agreement. The Purchaser understands that
the Shares may not be sold, transferred or otherwise disposed of without registration under the Securities Act or an exemption
therefrom.


 






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3.11          Legend.
The certificates representing the Shares shall be endorsed with the legend in substantially the
form set forth below:


 


THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO
UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS AND AN OPINION
OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


		4.	MISCELLANEOUS.



 


4.1          Expenses.
The Company and the Purchasers will each pay their own expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Agreement. 


 


4.2          Survival.
 Except as otherwise provided in this Agreement, all representations, warranties, covenants and
agreements contained in this Agreement shall survive the execution and delivery of this Agreement and the Closing. No investigation
by any of the Purchasers shall affect the survival or enforceability of the Company’s representations, warranties, covenants
and agreements contained in this Agreement.


 


4.3          Notices.
All notices and other communications required or permitted under this Agreement shall be deemed
to have been duly given and made if in writing and if served by personal delivery to the party for whom intended (which shall include
delivery by Federal Express or similar internationally nationally-recognized service) to the following address, or such other address
as may be designated in writing hereafter by, such party. All communications will be sent to the Company at c/o Stamell & Schager,
LLP, 1 Liberty Plaza 35th Floor, New York, NY 10006 and to Purchaser at the address(es) set forth on the Purchaser's signature
page or at such other address(es) as the Company or Purchaser may designate by ten (10) days advance written notice to the other
parties to this Agreement. 


 


4.4          Waiver.
No delay on the part of any party hereto with respect to the exercise of any right, power, privilege
or remedy under this Agreement shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right,
power, privilege or remedy preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy.
No modification or waiver by any party hereto of any provision of this Agreement or consent to any departure by any other party
therefrom, shall be effective other than in the specific instance and for the purpose for which given.


 


4.5          Remedies.
The rights, powers, privileges and remedies hereunder are cumulative and not exclusive of any
other right, power, privilege or remedy the parties hereto would otherwise have.


 


4.6          Entire
Agreement. This Agreement constitute the entire agreement and understanding among the Purchasers
and the Company, and supersede all prior agreements and understandings, relating to the subject matter hereof.


 


4.7          GOVERNING
LAW; VENUE. This Agreement shall be governed by and construed in accordance
with the laws of THE STATE OF New York, without regard to principles of conflicts of law. venue for any legal action hereunder
shall be the state or federal courts located in the STATE OF New YOrk.


 






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4.8          Counterparts.
 This Agreement may be executed in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument. Facsimile signatures shall bind the parties hereto to the same
extent as original signatures.


 


4.9          Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall,
as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction.


 


4.10          Cross
References. References in this Agreement to any section are, unless otherwise specified, to such
section of this Agreement.


 


4.11          Headings.
The various headings of this Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or any provisions hereof.


 


4.12          Amendment
and Waiver. Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement will be effective unless such modification, amendment or waiver is approved in writing by the Company
and the Purchaser. The failure of any party to enforce any of the provisions of this Agreement will in no way be construed as a
waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement.


 


4.13          Binding
Effect. Except as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties (including transferees
of the Shares). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this
Agreement, except as expressly provided in this Agreement. 


 


4.14          Construction.
The parties hereto agree that this Agreement is the product of negotiations between sophisticated
parties and individuals, all of whom were represented by separate counsel, and each of whom had an opportunity to participate in,
and did participate in, the drafting of each provision hereof. Accordingly, ambiguities in this Agreement, if any, shall not be
construed strictly or in favor of or against any party hereto but rather shall be given a fair and reasonable construction without
regard to the rule of contra proferentem. As used in this Agreement, the word “including” shall mean “including
without limitation” and the masculine gender shall include the feminine and the neuter gender.


 


[SIGNATURES FOLLOW]


 



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IN WITNESS WHEREOF, the
parties have executed this Agreement as of December __, 2012.


 


	
        COMPANY:

         

	
        AVRA SURGICAL ROBOTICS, INC.

         

	By:	 
	 	
        Name: Jared B. Stamell

        Title: Vice President

	 	 



 



    	 



    	 



    

 


SECURITIES PURCHASE AGREEMENT


PURCHASER SIGNATURE PAGE


 


 


	
        ____________________________________

        Purchaser Name (Please print or type.)

        ____________________________________

        Signature

        ____________________________________

        Capacity in which signed (if other than individual)

         

         

         

        Dated as of: _________________, 2012

         

        Aggregate number of Shares purchased: _______________

         

        Aggregate Purchase Price: $_______________

         

         

        Purchaser Address:

        (Please print or type.)

         

        ___________________________________________

         

        ___________________________________________

         

        ___________________________________________

         

        ___________________________________________

	 


 



    	 



    	 



    

 


Exhibit A


 


Accredited Investor Questionnaire