Exhibit 10.15


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”) is dated as of [_______], 2016, between Accelerated Phanna, Inc., a Delaware corporation
(the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors
and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS, subject to the
terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser,
and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described
in this Agreement.


 


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


 


ARTICLE I.

DEFINITIONS


 


1.1           Definitions.
In addition to the terms defined elsewhere in this Agreement: (a) capitalized terms that are not otherwise defined herein have
the meanings given to such terms in the Articles of Incorporation (as defined herein), and (b) the following terms have the meanings
set forth in this Section 1.1.


 


“Acquiring Person” shall have the meaning
ascribed to such term in Section 4.15.


 


“Action” shall have the meaning ascribed to such term in Section 3.1(j).


 


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


 


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


 


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


 


“Closing” means a Closing
of the purchase and sale of the Securities pursuant to Section 2.1.


 


“Closing Date”
means the Business Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto,
and all conditions precedent to (i) the Purchasers’ obligation to pay the Subscription Amount at such Closing, and (ii) the
Company’s obligations to deliver the Securities to be issued and sold at such Closing, in each case, have been satisfied
or waived.


 


“Commission” means the United
States Securities and Exchange Commission.


 


“Common Stock” means the
common stock of the Company, $0.00001 par value per share, and any other class of securities into which such securities may hereafter
be reclassified or changed.


 




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“Common Stock
Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire
at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common
Stock.


 


“Company Counsel” means
Randy Saluck, Esq., c/o Accelerated Pharma, Inc., 15W155 81’ Street, Burr Ridge, IL 60527, fax: (630) 325-4179.


 


“Conversion Price” shall
have the meaning ascribed to such term in the Note.


 


“Conversion Shares” means
shares of the Company’s Common Stock issuable upon conversion of the Note and interest in accordance with the terms of the
Note.


 


“Disclosure Schedules” means
the Disclosure Schedules of the Company delivered concurrently herewith.


 


“End Date” shall have the
meaning ascribed to such term in Section 4.9.


 


“Equity Line of Credit” shall
have the meaning ascribed to such term in Section 4.9.


 


“Escrow Agreement” means
the escrow agreement to be employed in connection with the sale of the Securities, a copy of which is annexed hereto as Exhibit
C.


 


“Exchange Act” means the
Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exempt Issuance” means the issuance of (a) shares of Common Stock and options to officers, directors, employees, or consultants of the Company
prior to and after the Closing Date in the amounts and on the terms set forth on Schedule 3.1(k), (b) securities upon the
exercise or exchange of or conversion of Securities issued hereunder (subject to adjustment for forward and reverse stock splits
and the like that occur after the date hereof) and/or other securities exercisable or exchangeable for or convertible into shares
of Common Stock issued and outstanding on the date of this Agreement, provided that such securities and any term thereof have not
been amended since the date of this Agreement to increase the number of such securities or to decrease the issue price, exercise
price, exchange price or conversion price of such securities and which securities and the principal terms thereof are set forth
on Schedule 3.1(g), (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested
directors of the Company, provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which
is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business
of the Company and shall be intended to provide to the Company substantial additional benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital
or to an entity whose primary business is investing in securities, and (d) securities issued or issuable pursuant to this Agreement,
the Note or the Warrants, or upon exercise or conversion of any such securities.


 


“FCPA” means the Foreign
Corrupt Practices Act of 1977, as amended.


 


“FDA” shall have the meaning ascribed
to such term in Section 3.1(11).


 


“FDCA” shall have the meaning
ascribed to such term in Section 3.1(11).


 


“Financial Statements” 
means the financial information annexed hereto as Schedule 3.1(h).


 




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“Fully-Diluted
Basis” means the assumption that all options, warrants or other convertible securities or instruments or other rights
to acquire Common Stock or any other existing or future classes of capital stock have been exercised or converted, as applicable,
in full, regardless of whether any such options, warrants, convertible securities or instruments or other rights are then vested
or exercisable or convertible in accordance with their terms.


 


“GAAP” shall
mean United States generally accepted accounting principals applied on a consistent basis.


 


“Going Public Event” shall
have the meaning ascribed to such term in Section 4.13.


 


“Indebtedness” shall have the meaning ascribed to such
term in Section 3.1(w).


 


“Intellectual Property Rights” shall Have the meaning ascribed to such term in Section 3.1(o).


 


“Liens” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction,


 


“Maioritv in Interest” shah
have the meaning ascribed to such ten;; in •Section 5.5


 


“Material Adverse Effect” shall
have the meaning assigned to such term in Section 3: (b).


 


“Material Permits” shall have the meaning ascribed
to such term in Section 3.1(m).


 


“Maximum Rate” shall have the meaning ascribed to such tern: in Section 5.17.


 


“Money Laundering. Laws” 
shall have the meaning ascribed to such term in Section 3.1(aa).


 


“Notes” means the convertible notes, in the
form of Exhibit A hereto.


 


“OFAC” shall have the meaning
ascribed to such term in Section 3.1(bb).


 


“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited
liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Prior Offerings” means the offering by the Company of convertible notes and common stock purchase warrants on substantially similar, but not
identical terms as this offering for which closings took place as of December 23, 2014 for gross proceeds to the Company of $750,000,
as of May 8, 20:5 for gross proceeds of 52,050,000, as of June 11, 2015 for gross proceeds of 550,000, and as of November 6, 2015
for gross proceeds of 5500,000.


 


“Prior Offering
Transaction Documents” means, collectively, the Prior Offering Securities Purchase Agreement, Prior Offering Note, Prior
Offering Warrant, and Prior Offering Security Agreement.


 


“Prior Offering Note” means
the convertible notes issued in connection with the Prior Offerings,


 


“Prior Offerina
Purchasers” rneans the purchasers to the Prior Offerings.


 


“Prior Offering Securities Purchase
Agreements” means the securities purchase agreements employed in connection with the Prior Offerings.


 




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“Prior Offering Security Agreement” 
means the Amended and Restated Security Agreement dated as of May 8, 20:5 employed in connection with the Prior Offerings.


 


“Prior Offering Warrants” 
means the common stock purchase warrants issued in connection with the Prior Offerings.


 


“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition, whether commenced or threatened.


 


“Public Company Date” means
not later than the 150th day after the Qualified Offering has been consummated.


 


“Purchaser Counsel” shall
mean Crushko & Mittman, P.C., 515 Rockaway Avenue, Valley Stream, New York 11581, facsimile: (212) 697-3575.


 


“Purchaser Partv” shall have
the meaning ascribed to such term in Section 4.6.


 


“Oualified Offering” 
means the first occurrence of an offering of the Company’s Common Stock which closes in one or more closings in connection
with which the Company receives not less than 55,000,000 of gross cash proceeds from the sale of Common Stock on or before November
15, 2016 by Palladium Capital Advisors, LLC pursuant to the terms of an investment banking agreement between the Company and Palladium
Capita: Advisors, LLC, and thereafter by the Company or other placement agent until the Maturity Date (as defined in the Note)
accelerated or otherwise,


 


“Regulation D” means Regulation
D under the Securities Act.


 


“Required Aporovals” shall
have the meaning ascribed to such term in Section 3.1(e).


 


“Required Minimum” 
means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future
pursuant to the Transaction Documents, including but not limited to any Underlying Shares issuable upon conversion in full of the
Notes and the interest that could accrue through the term thereof and the Warrant Shares issuable upon exercise of the Warrants,
ignoring any conversion or exercise limits set forth therein.


 


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


 


“Second Amended
and Restated Security Agreement” means the Second Amended and Restated Security Agreement dated as of the date of this
Agreement, a copy of which is annexed hereto as Exhibit D.


 


“Securities” means the Notes,
the Warrants, and the Underlying Shares.


 


“Securities Act” 
means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Subscriction
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Notes and Warrants purchased hereunder as
specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription
Amount,” in United States dollars and in immediately available funds.


 




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“Subsidiary” means with respect to any entity at any date, any direct or indirect corporation, limited or general partnership, limited liability
company, trust, estate, association, joint venture or other business entity of which (A) more than 50% of (i) the outstanding capital
stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing
body of such entity, (H) in the case of a partnership or limited liability company, the interest in the capital or profits of such
partnership or limited liability company or (Hi) in the case of a trust, estate, association, joint venture or other entity, the
beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled
directly or indirectly through one or more intermediaries, by such entity, or (B) is under the actual control of the Company. Representations,
undertakings and obligations set forth in this Agreement shall be applicable only to Subsidiaries which exist or have existed at
the applicable and relevant time.


 


“Termination Date” shall
have the meaning ascribed to such term in Section 2.1.


 


“Third Waiver
and Consent” means the agreement entered into by the Company and the requisite Prior Offering Purchasers sufficient to
cause it to be binding on the Company and all of the Prior Purchasers in the form annexed hereto as Exhibit F.


 


“Trading Day” means a day
on which the principal Trading Market is open for trading.


 


“Trading Market”
 means any of the following markets or exchanges: the NYSE MKT LLC, the Nasdaq Capital Market, the Nasdaq Global Market,
the Nasdaq Global Select Market, the New York Stock Exchange, the OTC Bulletin Board, the OTCQB, or the OTCQX (or any successors
to any of the foregoing).


 


“Transaction Documents” means this Agreement, the Notes, the Warrants, the Escrow Agreement, the Prior Offering Security Agreement, all exhibits and schedules
thereto and hereto, the Second Waiver and Consent, and any other documents or agreements executed in connection with the transactions
contemplated hereunder.


 


“Transfer Agent” means the
transfer agent for the Common Stock, and any successor transfer agent of the Company. As of the Closing Date, the Company is the
Transfer Agent.


 


“Underlying Shares” 
means the shares of Common Stock issued and issuable upon conversion of the Notes and payment of interest on the Notes in accordance
with the terms of the Notes and upon exercise of the Warrants in accordance with the terms of the Warrants.


 


“Variable Priced Equity Linked Instruments” 
shall have the meaning ascribed to such term in Section 4.9.


 


“Variable Rate
Transaction” shall have the meaning ascribed to such term in Section 4.9.


 


“Warrants” means the Common
Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Article!! hereof, in the form of Exhibit
B attached hereto.


 


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


 




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ARTICLE II.


PURCHASE AND SALE


 


2.1         Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution
and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly,
agree to purchase, an aggregate of up to 51,500.000 principal amount of Notes and Warrants as determined pursuant to Section 2.2(a)
(such purchase and sale being the “Closing”. Each Purchaser shall deliver to the Company such Purchaser’s
Subscription Amount, and the Company shall deliver to each Purchaser its respective Note and Warrants, as determined pursuant
to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the
Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices
of G&M or such other location as the parties shall mutually agree. Notwithstanding anything herein to the contrary, the initial
Closing must take place on or before May 2, 2016. The Closing Date for the final Closing shall occur on or before June 30, 2016
(the “Termination Date”). With respect to any Closing not held on or before the Termination Date, the Company
shall cause all subscription documents and funds, if any, to be returned, without interest or deduction to each prospective Purchaser.
Notwithstanding of the date of any Closing subsequent to the initial Closing, all time effective clauses in the Transaction Documents
shall commence on the initial Closing Date and Transaction Documents will be deemed modified Mutatis Mutandum in connection
with such subsequent Closings, if any, that take place after the initial Closing. The ‘Maturity Date of the Notes issued
at all Closing subsequent to the initial Closing and the exercise period of the Warrants issued at such Closings shall be the
same as the Maturity Date of the Notes issued at the initial Closing and be co-terminous with the exercise period of the Warrants
issued at the initial Closing.


 


2.2         Deliveries.


 


(a)          On
or prior to a Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i)          this
Agreement duly executed by the Company with the schedules and exhibits thereto current as of each such Closing Date;


 


(ii)         the
Second Amended and Restated Security Agreement duly executed by the Company;


 


(iii)        a
Note with a principal amount equal to such Purchaser’s Subscription Amount registered in the name of such Purchaser;


 


(iv)        Warrants
registered in the names of such Purchaser with an aggregate exercise price equal to fifty percent (50%) of such Purchaser’s
Subscription Amount, subject to adj UStITICIlt as provided therein;


 


(vi)        the
Escrow Agreement duly executed by the Company; and


 


(vi)        the
Third Waiver and Consent signed by the Prior Offering Purchasers and


Company.


 


(b)          On
or prior to a Closing Date, each Purchaser shall deliver or cause to be delivered to the Escrow Agent the following:


 


(i)          this
Agreement duly executed by such Purchaser;


 




    	 	6	 



     


    

 


(ii)         the
Second Amended and Restated Security Agreement duly executed by such Purchaser;


 


(iii)        such
Purchaser’s Subscription Amount by wire transfer or as otherwise permitted under the Escrow Agreement, to the Escrow Agent;
and


 


(iv)        the
Escrow Agreement duly executed by such Purchaser.


 


2.3         Closing
Conditions.


 


(a)          The
obligations of the Company hereunder to effect a Closing are subject to the following conditions being met:


 


(i)          the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific
date therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been
performed; and


 


(iii)        the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)          The
respective obligations of a Purchaser hereunder to effect a Closing, unless waived by such Purchaser, are subject to the following
conditions being met:


 


(i)          the
accuracy in all material respects (determined without regard to any materiality, Material Adverse Effect or other similar qualifiers
therein) on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date);


 


(ii)         all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed,


 


(iii)        the
Escrow Agent shall have received executed signature pages to this Agreement and aggregate Subscription Amount of $500,000 with
respect to the initial Closing and not less than $250,000 with respect to subsequent Closings;


 


(iv)        the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(v)         there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(vi)        from
the date hereof to each respective Closing Date, trading in securities in the United States generally as reported by Bloomberg
L.P. shall not have been suspended or limited, nor shall a banking moratorium have been declared either by the United States or
New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or
international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each
case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.


 




    	 	7	 



     


    

 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1         Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation made herein to which it refers and any other representation to the extent such
Disclosure Schedule reasonably relates thereto without a requirement of a cross-reference. The Company hereby makes the following
representations and warranties to each Purchaser as of the date hereof and each Closing Date unless as of a specific date therein
in which case they shall be accurate as of such date:


 


(a)          Subsidiaries.
All of the direct and indirect subsidiaries of the Company and the Company’s ownership interests therein as of the date
of this Agreement are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or
other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital
stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe
for or purchase securities. If the Company has no Subsidiaries relevant to any component of this Agreement as of a particular date,
then such reference shall not be applicable.


 


(b)          Organization
and Oualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (H) or (Hi), 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.


 


(c)         Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder.
The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company
and no further action is required by the Company, the Board of Directors or the Company’s stockholders and creditors in connection
herewith or therewith other than in connection with the Required Approvals except those filings requires to be made with the Commission
and state agencies after the Closing Date. This Agreement and each other Transaction Document to which it is a party has been (or
upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof,
will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions
may be limited by applicable law.


 




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(d)          No
Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents, the
issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it
is a party do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate
or articles of incorporation, bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default
(or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any
of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration
or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing
a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which
any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of
any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which
the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property
or asset of the Company or a Subsidiary is bound or affected.


 


(e)          Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filing of Form D with the Commission, and (ii) such filings as are required to be made under applicable state securities laws
(collectively, the “Required Approvals”).


 


(f)           Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The
Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares
at least equal to the Required Minimum on the date hereof.


 


(g)          Capitalization.
The capitalization of the Company is as set forth in Schedule 3.1(g). Except as disclosed on Schedule 3.1(g), no Person
has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions
contemplated by the Transaction Documents. Except as disclosed on Schedule 3.1(g), there are no outstanding options, employee
or incentive stock option plans warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to
subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company
or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. Except for the
stock option plan annexed to Schedule 3.1(g) hereto, there is no stock option plan in effect as of the Closing Date. Except as
set forth on Schedule 3.1 (g), the issuance and sale of the Securities will not obligate the Company to issue shares of
Common Stock or other securities to any Person (other than the Purchasers) and will not result in a right of any holder of Company
securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares
of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in material
compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the
Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting
agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to
the knowledge of the Company, between or among any of the Company’s stockholders.


 




    	 	9	 



     


    

 


(h)          Financial
Statements. Annexed hereto as Schedule 3.1(h) is financial information of the Company (“Financial Statements”).
The Financial Statements have not been prepared in accordance with GAAP. The Financial Statements fairly present in all material
respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject to normal, immaterial adjustments and inclusion of footnotes
which would be required pursuant to generally accepted accounting principles.


 


(i)           Material
Changes: Undisclosed Events, Liabilities or Developments. Since the date of the Financial Statements except as disclosed on
Schedule 3.161: (i) there has been no event, occurrence or development that has had or that could reasonably be expected
to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other
than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (iii) the Company
has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other
property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock
and (v) the Company has not issued any equity securities to any officer, director or Affiliate.


 


(j)           Litigation.
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company,
threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator,
governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”)
which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the
Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse
Effect. At no time, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been the subject of
any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary
duty.


 


(k)          Labor
Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of
the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’
employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither
the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe
that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or
any Subsidiary, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure
or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant
in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of
its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance
with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and
conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.


 




    	 	10	 



     


    

 


(l)          Compliance.
Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not
been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor
has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture,
loan or credit aueement or any other agreement or instrument to which it is a party or by which it or any of its properties is
bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any
court, arbitrator or other governmental authority or (Hi) is or has been in violation of any statute, rule, ordinance or regulation
of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental
protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as
could not have or reasonably be expected to result in a Material Adverse Effect.


 


(m)        Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and pennits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as presently conducted, and as
contemplated to be conducted, except where the failure to possess such permits could not reasonably be expected to result in a
Material Adverse Effect (“Material Permits”). and neither the Company nor any Subsidiary has received any notice
of proceedings relating to the revocation or modification of any Material Permit.


 


(n)         Title
to Assets. The Company and the Subsidiaries have good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially
affect the value of such propeity and do not materially interfere with the use made and proposed to be made of such property by
the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves
have been made and, the payment of which is neither delinquent nor subject to penalties. The Company and Subsidiaries do not own
any real property. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under
valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.


 


(0)          Intellectual
Property.


 


(i)           The
term “Intellectual Proper tv Rights” includes:


 


1.           the
name of the Company and each Subsidiary, all fictional business names, trading names, registered and unregistered trademarks,
service marks, and applications of the Company and each Subsidiary (collectively. “Marks”);


 


2.          all
patents, patent applications, and inventions and discoveries that ma” be patentable of the Company and each Subsidiary (collectively,
“Patents”):


 


3.          all
copyrights in both unpublished works and published works of the Company and each Subsidiary (collectively, “Coovrights”):


 


4.          all
rights in mask works of the Company and each Subsidiary (collectively, “Ric,Fhts in Mask Works”);


 


5.          all
know-how, trade secrets, confidential information, customer lists, software, technical information, data, process technology,
plans, drawings, and blue prints (collectively, “Trade Secrets”): owned, used, or licensed by the Company and
each Subsidiary as licensee or licensor; and


 


6.          the
license or right to directly or indirectly use any of the foregoing, whether perpetually or for a fixed term, whether or not subject
to defeasement, and whether or not reduced to writing or otherwise memorialized.


 




    	 	11	 



     


    

 


(ii)        Agreements.   
Schedule 3.1(6) contains a complete and accurate list and description of all material Intellectual Property Rights and of all
contracts relating to the Intellectual Property Rights to which the Company is a party or by which the Company is bound, except
for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with
a value of less than S10,000 under which the Company is the licensee. There are no outstanding and, to Company’s knowledge,
no threatened disputes or disagreements with respect to any such agreement.


 


(iii)        Know-How
Necessary for the Business. The Intellectual Property Rights are all those necessary for the operation of the Company’s
businesses as it is currently conducted or contemplated to be conducted. The Company is the owner of all right, title, and interest
in and to each of the Intellectual Property Rights, free and clear of all liens, security interests, charges, encumbrances, equities,
and other adverse claims, and has the right to use all of the Intellectual Property Rights. To the Company’s knowledge, no
employee of the Company has entered into any contract that restricts or limits in any way the scope or type of work in which the
employee ma” be engaged or requires the employee to transfer, assign, or disclose information concerning his work to anyone
other than of the Company.


 


(iv)        Patents.
The Company is the owner of or licensee of all right, title and interest in and to each of the Patents, free and clear of all
Liens and other adverse claims. All of the issued Patents are currently in compliance with formal legal requirements (including
payment of filing, examination, and maintenance fees and proofs of working or use), are valid and enforceable, and are not subject
to any maintenance fees or taxes or actions falling due within ninety days after the Closing Date. No Patent has been or is now
involved in any interference, reissue, reexamination, or opposition proceeding. To the Company’s knowledge: (1) there is
no potentially interfering patent or patent application of any third party, and (2) no Patent is infringed or has been challenged
or threatened in any way. To the Company’s knowledge, none of the products manufactured and sold, nor any process or know-how
used, by the Company infringes or is alleged to infringe any patent or other proprietary right of any other Person.


 


(v)         Trademarks.
The Company is the owner of all right, title, and interest in and to each of the Marks, free and clear of all Liens and other
adverse claims. All Marks that have been registered with the United States Patent and Trademark Office are currently in compliance
with all formal legal requirements (including the timely post-registration filing of affidavits of use and incontestability and
renewal applications), are valid and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within
ninety days after the Closing Date. No Mark has been or is now involved in any opposition, invalidation, or cancellation and, to
the Company’s knowledge, no such action is threatened with respect to any of the Marks, To the Company’s knowledge:
(I) there is no potentially interfering trademark or trademark application of any third party, and (2) 710 Mark is infringed or
has been challenged or threatened in an)’ way. To the Company’s knowledge, none of the Marks used by the Company infringes
or is alleged to infringe any trade name, trademark, or service mark of any third party.


 


(vi)        Copyrights.
The Company is the owner of all right, title, and interest in and to each of the Copyrights, free and clear of all Liens and
other adverse claims. All the Copyrights have been registered and are currently in compliance with forrnal requirements, are valid
and enforceable, and are not subject to any maintenance fees or taxes or actions falling due within ninety days after the date
of the Closing. No Copyright is infringed or, to the Company’s knowledge, has been challenged or threatened in any way. To
the Company’s knowledge, none of the subject matter of any of the Copyrights infringes or is alleged to infringe any copyright
of any third party or is a derivative work based on the work of a third party. All works encompassed by the Copyrights have been
marked with the proper copyright notice.


 




    	 	12	 



     


    

 


(vii)       Trade
Secrets. With respect to each Trade Secret, the documentation relating to such Trade Secret is current, accurate, and sufficient
in detail and content to identify and explain it and to allow its full and proper use without reliance on the knowledge or memory
of any individual. The Company has taken all reasonable precautions to protect the secrecy, confidentiality, and value of its Trade
Secrets. The Company has good title and an absolute (but not necessarily exclusive) right to use the Trade Secrets. The Trade Secrets
are not part of the public knowledge or literature, and, to the Company’s knowledge, have not been used, divulged, or appropriated
either for the benefit of any Person (other the Company) or to the detriment of the Company. No Trade Secret is subject to any
adverse claim or has been challenged or threatened in any way.


 


(P)         Insurance.
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither
the Company nor any Subsidiary 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 situ:if-loam increase in cost.


 


(q)          Transactions
With Affiliates and Employees, Except as set forth in the Financial Statements and Transaction Documents, none of the officers
or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any
Subsidiary is presently a partv to any transaction with the Company or any Subsidiary (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, providing for the borrowing of money from or lending of money to 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, director, or any such employee Has a substantial interest or is an officer, director, trustee, stockholder, member or
partner, in each case in excess of 5100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii)
reimbursement for expenses incurred on behalf of the Company and (iii) except as disclosed on Schedule 3.: (2). A copy of
all employment agreements to which the Company and any Subsidiary are parties is annexed as Schedule 3.: (cp.


 


(r)          Certain
Fees, Except as set forth on Schedule 3.1(r). no brokerage, finder’s fees, commissions or due diligence fees are
or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment
banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have
no obligation with respect to any such fees or with respect to any claims made by or on behalf of other Persons for fees of a type
contemplated in this Section 3.1(:) that may be due in connection with the transactions contemplated by the Transaction Documents.


 


(s)          Investment
Company. The Company is not, and is not an Affiliate of and immediately after receipt of payment for the Securities, will not
be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration
under the Investment Company Act of 1940, as amended.


 




    	 	13	 



     


    

 


(t)           Registration
Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act
of any securities of the Company or any Subsidiary.


 


(u)          Application
of Takeover Protections. As of the Closing Date, the Company will have taken all necessary action, if any, in order to render
inapplicable as of the Closing Date and thereafter any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation
(or similar charter documents) or the laws of the State of Delaware that is or could become applicable to the Purchasers as a result
of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including
without limitation as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


 


(v)          Disclosure.
All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries,
their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when
taken together as a whole, is true and correct in all material respects and does not contain any untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading. The Company acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2.


 


(w)         Solvency.
Based on the consolidated financial condition of the Company as of the Closing Date, and the Company’s good faith estimate
of the fair market value of its assets, after giving effect to the receipt by the Company of the proceeds from the sale of the
Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be
paid on or in respect of the Company’s existing debts and other liabilities (including known contingent liabilities) as they
mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business as now conducted
and as proposed to be conducted including its capital needs taking into account the particular capital requirements of the business
conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking
into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when
such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of
any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or
reorganization laws of any jurisdiction within one year from the Closing Date. The Company Financial Statements and Schedule
3.1 (i) set forth all outstanding liens secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the
Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any
liabilities for borrowed money or amounts owed in excess of $100,000 other than (i) trade accounts payable incurred by the Company
and its Subsidiaries in the ordinary course of business or (ii) debt financing from a licensed United States bank regularly engaged
in such lending activity, and (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others,
whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties
by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business,
but excluding trade accounts payable incurred by the Company and its Subsidiaries in the ordinary course of business; and (z) the
present value of any lease payments in excess of $100,000 due under leases required to be capitalized in accordance with generally
accepted accounting principles. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.


 




    	 	14	 



     


    

 


(x)           Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject,
(ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due
on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of
all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid
taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or
of any Subsidiary know of no basis for any such claim.


 


(y)          Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any 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 any Subsidiary (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 FCPA.


 


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


 


(aa)        Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


(bb)        Office
of Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer,
agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”).


 


(cc)        Private Placement.
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.


 


(dd)        No General Solicitation
or Integration. To the best knowledge of the Company, neither the Company nor any person acting on behalf of the Company has
offered or sold any of the Securities by any form of general solicitation or general advertising. To the best knowledge of the
Company, the Company has offered the Securities for sale only to the Purchasers and certain ether “accredited investors”
within the meaning of Rule 501 under the Securities Act,


 




    	 	15	 



     


    

 


(cc)        indebtedness
and Seniority. As of the date hereof, all Indebtedness and Liens are as set forth on the Company Financial Statements and Schedule
3.1(R. Except as set forth on the Company Financial Statements and Schedule 3.1(R. as of the Closing Date, no Indebtedness,
equity, Common Stock Equivalent is senior to the Notes in right of payment, whether with respect to interest or upon liquidation
or dissolution, or otherwise, and, capital lease obligations (which is senior only as to the property covered thereby).


 


(ff)         FDA.
As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal
Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled,
tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product. a “Pharmaceutical
Product”), such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed
by the Company in compliance with at: applicable requirements under FDCA and similar laws, rules and regulations relating to registration,
investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices,
good clinical practices, product listing, quotas, :abeling, advertising, record keeping and filing of reports, except where the
failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the Company’s
knowledge, threatened, action (including any lawsuit, arbitration, or legal or administrative or regulatory proceeding, charge,
complaint, or investigation) against the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries
has received any notice, warning letter or other COMMunication from the FDA or any other govermnental entity, which (i) contests
the premarket clearance, licensure, registration, or approve: of, the uses of, the distribution of, the manufacturing or packaging
of, the testing of, the sale of, or the labeling and promotion of any Pharmaceutical Product, (ii) withdraws its approval of,
requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials
relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation by the Company or any of
its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) enters or proposes to
enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise alleges any
violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the
aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being
conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA, The Company has not
been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed
to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing
any product being developed or proposed to be developed by the Company.


 


(gg)       No
Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the
Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer
of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding
voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under
the Securities Act) connected with the Company in any capacity at the time of sale (each. an “Issuer Covered Person” and,
Together. “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described
in Rule 506(d)(:)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification
Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any issuer Covered Person
is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under
Rule 506(e), and has furnished to the Purchasers a copy of any disclosures provided thereunder.


 




    	 	16	 



     


    

 


(hh)       Other Covered Persons.
The Company is not aware of any person (other than Palladium Capital Advisors LLC) that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities.


 


(ii)          Notice
of Disqualification Events. The Company will notify the Purchasers in writing, prior to the Closing Date of (i) any Disqualification
Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification
Event relating to any Issuer Covered Person.


 


(jj)          Survival.
The foregoing representations and warranties shall survive the Closing Date.


 


3.2         Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants
as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein):


 


(a)          Organization:
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and
performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary
corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with
the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance
with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies and (iii) to the extent the indemnification
provisions contained in this Agreement may be limited by applicable law.


 


(b)          Understandings
or Arrangements. Such Purchaser understands that the Securities are “restricted securities” and have not been registered
under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account
and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act
or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities
Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to
distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities
law (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to a registration
statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities
hereunder in the ordinary course of its business.


 




    	 	17	 



     


    

 


(c)          Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it converts a Note or exercises any Warrants, it will be either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act. Such Purchaser is not required to be registered as a broker-dealer under
Section 15 of the Exchange Act. Such Purchaser has the authority and is duly and :egall)’ qua ified to purchase and own
the Securities. Such Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss
:hereof. Such Purchaser has provided the information in the Accredited Investor Questionnaire attached hereto as Exhibit E
(the “Investor Questionnaire”). The information set forth on the signature pages hereto and the lnvestor
Questionnaire regarding such Purchaser is true and complete in ad respects. Except as disclosed in the Investor Questionnaire,
such Purchaser has had no position, office or other materia; relationship within the pas: three years with the Company or Persons
(as defined below) known to such Purchaser to be affiliates of the Company, and is not a member of the Financial Industry Regulatory
Authority or an “associated person” (as such term is defined under the FINRA ivlembership and Registration Rides Section
:011).


 


(d)          Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives; has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Securities, and has so evaluated the merits and risks of such investment. Stich Purchaser is able to bear the economic risk
of an investmem in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(e)          lnformation
on Comoany. Purchasers are not deemed to have any knowledge of any information not Mc:tided in the Financia: Statements or
the Transaction Documents unless such information is delivered in the manner described in the next sentence. Each Purchaser was
afforded (i) the opportunity to ask such questions as such Purchaser deemed necessary of, and to receive answers front, representatives
of the Company concerning the merits and risks of acquiring the Securities; (ii) the right of access to information about the
Company a d its financial condition, results of operations; business, properties, management and prospects sufficient
to enable such Purchaser to eva:uate the Securities; and (iii) the opportunity to obtain such additional information that the
Company possesses or can acquire without on effort or expense that is necessary to make an informed investment decision with respect
to acquiring the Securities. In addition, such Purchaser may have received in writing from the Company such other information
concerning its operations, financial condition and other matters as such Purchaser has requested, identified thereon as OTHER
WRITTEN INFORMATION (such other information is codeetively, the “Other Writ-ten information”), and
considCled al: factors such Purchaser deems material in deciding on the advisability of investing in the Securies.


 


(f)           Compliance
with Securities Act: Reliance on Exemntions. Such Pwthaser understands and agrees that the Securities have not been registered
under the 1933 Act or any applicab:e state securities :aws, by reason of their issuance in a transaction that does not require
registration under the 933 Act, and that such Securities must be held indefinitely unless a subsequent disposition is registered
under the :933 Act or any applicable state securities laws or is exempt from such registration. Such Purchaser understands and
agrees:ha:the Securities are being offered and sold to such Purchaser in reliance on specific exemptions from the registration
requirements of United States federal and state securities laws and regulations and that the Company is relying in part upon the
truth and accuracy of, and such 2m -chaser’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Purchaser se: forth t herein in order to dete—ine the availability of such exemptions and the
&igibi:ity of such Purchaser to acquire the Securities.


 


(g)          Communication
of Offer. Such Purchaser is no: purchasing the Securities as a result of any “genera: solicitation” or “general
advertising,” as such terms are defined in Regulation D, which 11C.1.1 des, but is not limited to, any advertisement, article,
notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet
or broadcast over television, radio or the intemet or presented at any seminar or any other general solicitation or genera: advertiseme:it,


 




    	 	18	 



     


    

 


(h)          No
Governmental Review. Such Purchaser understands that no United States federal or state agency or any other governmental or
state agency has passed on or made recommendations or endorsement of the Securities or the suitabiiity of the investment in the
Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(i)           No
Conflicts. The execution, delivery and performance of this Agreement and performance under the other Transaction Documents
and the consummation by such Purchaser of the transactions contemplated hereby and thereby or relating hereto or thereto do not
and will not (i) result in a violation of such Purchaser’s charter documents, bylaws or other organizational documents, if
applicable, (ii) conflict with nor constitute a default (or an event which with notice or :apse of time or both would become a
default) under any agreement to which such Purchaser is a party, nor (iii) result in a violation of any law, rule, or regulation,
or any order, judgment or decree of any court or governmental agency applicable to such Purchaser or its properties ;except for
such conflicts, defaults and violations as would not, individually or in the aggregate, have a material adverse effect on such
Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any tiling or registration
with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this Agreement
or perform under the other Transaction Documents nor to purchase the Securities in accordance with the terms hereof, provided that
for purposes of the representation made in this sentence, such Purchaser is assuming: and relying upon the accuracy of the relevant
representations and agreements of the Company herein.


 


(j)           Tax
Liability. Such Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of
this investment and the transactions contemplated by this Agreement. Such Purchaser understands that it (and not the Company)
shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated
by this Agreement.


 


(k)          Survival.
The foregoing representations and warranties shall survive the Closing Date.


 


3.3         Reliance.
The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such
Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations
and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection
with this Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE IV.


OTHER AGREEMENTS OF THE PARTIES


 


4.1         Transfer
Restrictions.


 


(a)          Disposition
of Securities. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with
any transfer of Securities other than pursuant to an effective registration statement or Rule :44, to the Company or to an Affiliate
of a Purchaser or in connection with a pledge as contemplated in Section 4.1(b)„ the Company may require the transferor thereof
to provide to the Company at the Company’s expense, an opinion of counsel selected by the transferor and reasonably acceptable
to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such
transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any
such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of
a Purchaser under this Agreement.


 




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(b)          Legend.
The Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in
the following: form:


 


[NEITHER: THIS SECURITY
[NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE: [CONVERTIBLE:: HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REG:STRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS
SECURITY [AND THE SECURITIES ISSUABLE UPON :EXERCISE: [CONVERSION] OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


The Company acknowledges
and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or al: of the Securities to a financial institution that is an “accredited investor”
as defined in Ru:e 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement and, if required
under the terms of such arrangement, such Purchaser may transfer pledge or secure Securities to the pledgees or secured parties.
Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee,
secured party or pledger shah be required in connection therewith. At such Purchaser’s expense, the Company will execute
and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with
a pledge or transfer of the Securities,


 


(c)          Legend
Removal. Certificates evidencing the Underlying Shares shall not contain any legend (including the legend set forth in Section
4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act,
(ii) following any sale of such Underlying Shares pursuant to Rule 144, or (iii) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission).
The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, no later
than ten (1O) Business Days following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing
Underlying Shares issued with a restrictive legend (such tenth Business Day. the “Legend Removal Dare”), together
with all representation letters, certificates and legal opinions required by the Transfer Agent, deliver or cause to be delivered
to such Purchaser a certificate representing such shares that is free from all restrictive and ether legends (ho’vever,
the Corporation shall use reasonable best efforts to deliver such shares within seven (7) Business Days). The Company may not
make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth
in this Section 4.


 


(d)          Resale
Requirements. Each Purchaser, severally and not jointly with the ether Purchasers, agrees with the Company that such Purchaser
will sell the Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus
delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they vi
11 be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive
legend from certificates representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance
upon this understanding.


 




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(e)          Remedies.
Commencing after the occurrence of a Going Public Event, in addition to such Purchaser’s other available rentedies, the
Company shall pay to a Purchaser, in cash, as partial liquidated damages and not as a penalty, for each $1,000 of Conversion Shares
or \Varrant Shares delivered for removal of the restrictive legend and Conversion Shares delivered for conversion into Shares,
$10 per Trading Day for each Trading Day following the Legend Removal Date or the date such Securities are to be delivered pursuant
to the Note until such Common Stock certificate is delivered without a legend pursuant to Section 4.1(c) or such Conversion Shares.
Nothing herein shall limit such Purchaser’s right to elect in lieu of the aforedescribed liquidated damages to pursue actual
damages for the Company’s failure to deliver certificates representing any Underlying Shares as required by the Transaction
Documents, and such Purchaser shall have the right to pursue all remedies available to it at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief


 


(f)           Injunction.
In the event a Purchaser shall request delivery of Securities as described in this Section 4.1 or Common Stock pursuant to the
Note and the Company is required to deliver such Securities, the Company may not refuse to deliver Securities based on any claim
that such Purchaser or anyone associated or affiliated with such Purchaser has not complied with Purchaser’s obligations
under the Transaction Documents, or for any other reason, unless, an injunction or temporary restraining order from a court, on
notice, restraining and or enjoining delivery of such unlegended shares shall have been sought and out by the Conmpany and the
Company has posted a surety bond for the benefit of such Purchaser in the amount of 120% of the amount of the aggregate purchase
price of the Securities intended to be subject to the injunction or temporary restraining order, which bond shall remain in effect
until the completion of arbitration/litigation of the dispute and the proceeds of which shall be payable to such Purchaser to the
extent Purchaser obtains judgment in Purchaser’s favor.


 


(g)          Buy-In.
In addition to any other rights available to Ptirchaser, if the Company fails to deliver to a Purchaser Securities as required
pursuant to this Agreement or the Note and after the Legend Removal Date or required delivery date pursuant to the Note the Purchaser,
or a broker on the Purchaser’s behalf, purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by such Purchaser of the shares of Common Stock which the Purchaser was entitled to receive in unlegended
form from the Company (a “Buy-In”), then the Company shall promptly pay in cash to the Purchaser (in addition
to any remedies available to or elected by the Purchaser) the amount, if any, by which (A) the Purchaser’s total purchase
price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (B) the aggregate purchase
price of the shares of Common Stock delivered to the Company for reissuance as unlegendcd Shares or as are required to be delivered
pursuant to the Note, as the case may be, together with interest thereon at a rate of’15% per annum accruing until such amount
and any accrued interest thereon is paid in full (which amount shall be paid as liquidated damages and not as a penalty). For example,
if a Purchaser purchases shares of Common Stock having a total purchase price of SI 1,000 to cover a Buy-In with respect to S 10,000
of purchase price of Shares - delivered to the Company for reissuance as unlegended shares, the Company shall be required to pay
the Purchaser $1,000, plus interest, if any. The Purchaser shall provide the Company written notice indicating the amounts payable
to the Purchaser in respect of the Buy-In.


 


4.2         Acknowledgment
of Dilution. The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding
shares of Common Stock, which dilution [may be substantial under certain market conditions. The Company
further acknowledges that its obligations under the Transaction Documents, including, without limitation, its obligation to
issue the Underlying Shares pursuant to the Transaction Documents, are unconditional and absolute and not subject to any
right or set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim the Company
may have against any Purchaser and regardless of the dilutive effect that such issuance may have on the ownership of the
other stockholders of the Company.


 




    	 	21	 



     


    

 


4.3         Furnishing
of Information.


 


(a)          The
Company covenants and agrees with the Purchaser that until the Going Public Event, the Company shall deliver to the Purchaser:
(i) for each of its first three fiscal quarters unaudited quarterly financial statements within 75 days after each quarter-end,
(ii) subject to Section 4.3(b), annual audited financial statements prepared according to GAAP within 120 days of year-end, and
(iii) copies of any documents or data furnished to the Company’s stockholders in their capacity as Company stockholders regarding
the Company or its affairs, simultaneously with the furnishing of such documents or data to such stockholders. The foregoing obligations
will be deemed satisfied if such financial statements have been filed with the Commission and are available on the EDGAR system.


 


(b)          Not
later than April 20, 2016, the Company will provide to the Purchasers audited financial statements prepared according to GAAP by
an auditing firm registered with the PCAOB, for the then most recent fiscal year and unaudited stub period financial statements
in form and substance sufficient to meet the minimum requirements for filing with the Commission pursuant to Regulation 5- X and
Form S-I or Form 10.


 


(c)          For
so long as the Notes and Prior Offering Notes remain outstanding the Company shall engage a consultant (the “Consultant”)
pursuant to the terms of a consulting agreement, the form of which is annexed hereto as Exhibit G. The Company will be
responsible to compensate Consultant pursuant to the terms of the consulting agreement.


 


4.4         Conversion
and Exercise Procedures. Each of the form of Notice of Conversion attached to the Note and form of Notice of Exercise included
in the Warrants sets forth the totality of the procedures required of the Purchasers in order to convert the Note or exercise the
Warrant. No additional legal opinion, other information or instructions shall be required of the Purchasers to convert their Note
or exercise their Warrants. The Company shall honor conversions of the Note and exercises of the Warrants and shall deliver Underlying
Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.


 


4.5         Use
of Proceeds. The proceeds of the offering will be employed by the Company substantially for the purposes set forth on Schedule
4.5.


 




    	 	22	 



     


    

 


4.6         Indemnification
of Purchasers. Subject to the provisions of this Section 4.6, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of
a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Parry’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its representations, warranties or
covenants under the Transaction Documents. The indemnification required by this Section 4.6 shall be made by periodic payments
of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity
agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company
or others and any liabilities the Company may be subject to pursuant to law.


 


4.7         Reservation
and Listing of Securities.


 


(a)          The
Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents, but not less than the
Required Minimum.


 


(b)          If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall amend the Company’s certificate or articles of incorporation to increase
the number of authorized but unissued shares of Common Stock to at least the Required Minimum at such time, as soon as possible
and in any event not later than the 60’h day after such date. The Company may increase its authorized capital to 300,000,000
shares of Common Stock and 20,000,000 shares of blank check preferred stock; with no change in per share par value.


 


4.8           Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall
reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchasers
at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide
evidence of such actions promptly upon request of any Purchaser.


 




    	 	23	 



     


    

 


4.9         Subsequent
Equity Sales. Except in connection with the Securities offered in this Agreement or a Qualified Offering, without prior written
approval of a Majority in Interest, until the later to occur of: (i) a Going Public Event, and (ii) December 31, 2017 (“End
Date”), from the date hereof until the End Date, the Company will not, without the consent of a Majority in Interest,
enter into any Equity Line of Credit or similar agreement, nor issue nor agree to issue any common stock, floating or Variable
Priced Equity Linked Instruments nor any of the foregoing or equity with price reset rights (subject to adjustment for stock splits,
distributions, dividends, recapitalizations and the like) (collectively, the “Variable Rate Transaction”). For
purposes hereof, “Equity Line of Credit” shall include any transaction involviiw a written agreement between
the Company and an investor or underwriter ‘vhereby 111C Corn pan)’ has the right to “put” its securities
to the investor or underwriter over all agreed period of time and at an agreed price or price formula, and “Variable Priced
Equity Linked Instruments” shall include: (A) any debt Or equity securities which are convertible into, exercisable
or exchangeable for, or carry the right to receive additional shares of -Common Stock either (1) at any conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common Stock
at any time after the initial issuance of such debt or equity security, or (2) with a fixed conversion, exercise or exchange price
that is subject to being reset at sonic future date at any time afler the initial issuance or such debt or equity security clue
to a change in the market price of the Company’s Common Stock since date of initial issuance, and (13) any amortizing convertible
security which amortizes prior to its maturity date, where the Company is required or has the option to (or any investor in such
transaction has the option to require the Company to) make stlell alhodization payments in Shares or COMIllon Stock which are valued
at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time after the in
issuance or such debt or equity security (whether or not such payments in stock are subject to certain equity conditions). For
purposes of determining the total consideration for a convertible instrument (including a right to purchase equity of-
the Company) issued, subject to an original issue or similar discount or which principal amount is directly or indirectly increased
after issuance, the consideration will be deemed to be the actual cash amount received by the Company in consideration of the original
issuance of such convertible instrument.


 


4.10       Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of ally provision or any of the Transaction Documents or Prior Offering
Transaction Documents unless the same Or substantially similar consideration is also offered, nutiods mutandis, on a ratable
basis to all of the parties to this Agreement and the Prior Offering Securities Purchase Agreement. For clarification purposes,
this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Pin-chaser,
and is intended for the COITipaay to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting
in concert or as a group with respect to the purchase, disposition or voting of Securities or otherwise.


 


4.11       Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale or the Securities.


 


4.12       Maintenance
of Property and Insurance. Until the End Date, the Company shall keep all of its property, which is necessary or useful
to the conduct of its business, in good working order and condition, ordinary wear and tear excepted. Until the End Date, the Company
will maintain insurance coverage or the type and not less than the ainount in effect as or the Closing Date.


 


4.13       Going
Public Event. On or before the Public Company Date, the Company (i) will, subject to the approval or a Majority in Interest,
consummate a merger or business combination with a company that has a class of equity subject to I he reporting requirements or
Section 13 or 15(d) under the Exchange Act, or (ii) file a registration statement on Form S-1 or Form I 0, for the purpose of having
the class or Common Stock comprising the Underlying Shares subject to the reporting requirements of Section III or 15(d) under
the Exchange Act. The Company having the same class of equity as the Underlying Shares subject to the reporting requirements of
Section 13 or 15(d) is referred to herein as the “Going Public Event”. The Company will cause the Going Public
Event to occur on or before the Public Company Date.


 




    	 	24	 



     


    

 


4.14       Preservation
of Corporate Existence. Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges
and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction
in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified
might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a
whole.


 


4.15       Shareholder
Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any
Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including
any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company,
or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities
under the Transaction Documents.


 


4.16       Reimbursement.
If any Purchaser becomes involved in any capacity in any Proceeding by or against any Person who is a stockholder of the Company
(except as a result of sales, pledges, margin sales and similar transactions by such Purchaser to or with any current stockholder),
solely as a result of such Purchaser’s acquisition of the Securities under this Agreement, the Company will reimburse such
Purchaser for its reasonable legal and other expenses (including the cost of any investigation preparation and travel in connection
therewith) incurred in connection therewith, as such expenses are incurred. The reimbursement obligations of the Company under
this paragraph shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and
conditions to any Affiliates of the Purchasers who are actually named in such action, proceeding or investigation, and partners,
directors, agents, employees and controlling persons (if any), as the case may be, of the Purchasers and any such Affiliate, and
shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the
Purchasers and any such Affiliate and any such Person. The Company also agrees that neither the Purchasers nor any such Affiliates,
partners, directors, agents, employees or controlling persons shall have any liability to the Company or any Person asserting claims
on behalf of or in right of the Company solely as a result of acquiring the Securities under this Agreement.


 


4.17       Security
Interest. The Prior Offering Purchasers were granted a security interest in assets of the Company pursuant to the Amended and
Restated Security Agreement. The Amended and Restated Security Agreement is hereby amended to include the Purchasers and the Company
agrees that the Purchasers are hereby made parties to the Amended and Restated Security Agreement as Secured Parties therein, the
Purchasers Notes and all amounts owing to them at any time derived from the Notes in the same manner as Obligations arising under
the Prior Notes are included in the definition “Obligations under the Amended and Restated Security Agreement, and their
interests in the Obligations are pad pasu in proportion to their specific Obligation amounts and of equal priority with the other
components of the Obligations. The Company will execute such other agreements, documents and financing statements reasonably requested
by the Purchasers and Collateral Agent under the Amended and Restated Security Agreement to memorialize and further protect the
security interest described herein, which will be filed at the Company’s expense with the jurisdictions, states and counties
designated by the Purchasers. The Company will also execute all such documents reasonably necessary in the opinion of Collateral
Agent to memorialize and further protect the security interest described herein. The Purchaser’s execution of this Agreement
shall be deemed to be such Purchaser’s execution, entry into an agreement to be bound by the Amended and Restated Security
Agreement as if such Purchaser executed the signature page thereto as of the date such Purchaser executed the signature page to
this Agreement.


 




    	 	25	 



     


    

 


ARTICLE V.


MISCELLANEOUS


 


5.1         Ter:nation.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any
effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the
initial Closing has not been consummated on or before May 2, 2016, Cr any subsequent Closing prior to June 30, 2016; orovided,
however. that such termination will not affect the right of any party to sue for any breach by any other party (or parties).


 


5.2         Fees
and Exoenses. Except as expressly set forth on Schedule 3.1(r), each party shall pay the fees and expenses of its advisers,
counsel, accountants and other experts, if any, and all ether expenses incurred bv such parry incident to the negotiation;
preparation, execution, delivei-y and performance of this Agreement. The Company shall pay all Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers. The Company
agrees to pay pursuant to the Escrow Agreement reasonable legal and Escrow Agent fees of O&M, counsel to some of the Purchasers,
in the amount of S:0,000, incurred in connection with the negotiation, preparation, execution and delivery of the Transaction
Documents and initial Closing.


 


5.3         Entire
AEreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or
written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4         Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing
and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return
receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram; or facsimile, addressed as set forth below or to such other address as such party shall
have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall
be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile
machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice
is to be received), or the first business day following. such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received) or (b) on the second business clay following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.
The addresses for such communications shall be: (i) if to the Company, to: Accelerated Pharma, Inc., 15W:55 SY’ Street, Burr
Ridge, IL 60527, Attn: Michael Fonstein, Chief Executive Officer, facsimile: (630)325-4179, with a copy by fax only to (which shall
not constitute notice): Randy Sahick, Esq., c/o Accelerated Pharma, Inc., :5W15.5 S ls’ Street, Burr Ridge, IL 60527, facsimile:
(630) 325-4:79; and (ii) if to the Purchasers, to: the addresses and fax numbers indicated on the signature pages hereto;
with an additional copy by fax only to (which shall not constitute notice): Crushiko & Mittman, P.C., 515 Rockaway Avenue,
Valley Stream, New York 1158: Attn: Edward NI. Grushko, Esq., facsimile: (212) 697-3575,


 


5.5         Amendments:
Waivers. Except with respect to the Prior Offering Security Agreement, no provision of this Agreement nor ar.),
other Transaction Document may be waived, modified, supplemented or amended nor consent obtained or approval deemed granted except
in a written instrument signed, in the case of an amendment, by the Company and the Purchasers holding at least a majority in interest
(“Mai oritv in interest”) of the component of the affected Securities then outstanding or, in the case of a
waiver, by the party against whont enforcement of any such waived provision is sought. No waiver of any default With respect to
any provision, condition or requirement of this Agreement nor any other Transaction Document shall be deemed to be a continuing
waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement thereof;
nor shall any delay or omission of any party to exercise an’ right thereunder in any manner impair the exercise of any such
right. For purposes of determ’riing a Majority in Interest with respect to the Notes and Prior Offering Notes issued as of
May 8, 2015, June :1, 20:5 and November 6, 2015, the holders of the Notes and the Prior Notes issued as of Mav 3, 2015, June 11,
20:5 and November 6, 2015 shall be aggregated. A Majority in Interest with respect to the Prior Offering Security Agreement shall
mean a majority based on the Purchasers and Prior Offering Purchasers, in the aggregate.


 




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5.6         Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof,


 


5.7         Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and :sermined
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Following the Closing, any Purchaser may assign, on ten (10) Business Day prior notice any
or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any Securities, provided that
such transferee agrees in writing to be bound with respect to the transferred Securities by the provisions of the Transaction Documents
that apply to the “Purchasers” and is able to make each and every representation made by Purchasers in this Agreement.
No assignment by a Purchaser will be allowed if the result would be an increase in the number of actual or beneficial owners of
the assigned securities.


 


5.3         No
Third-Pary Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise
set forth in Section 4.10.


 


5.9         Coverning
Law. All questions concernin:a the construction, validity, enforcement and interpretation offite Transaction Documents shall
be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof except as to these matters which are required by the laws of the State of Delaware to be
governed by the laws of the State of Delaware. Each party agrees that all legal proceedings concerning the interpretations, enforcement
and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced
exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts siring in the City of New York, Borough of Manhattan for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action, suit
or proceeding, any claim that it is not personally subject to thejurisdiction of any such court, that such suit, action or proceeding
is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail
or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence
an action or proceeCii:17. to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the
Company under Section 4.10, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for
its reasonable anorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of
such action or proceeding.


 


5.10       Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 




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


 


5.12       Severability.
If any term, provision, covenant or restriction of any Transaction Document is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein
shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result
as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention
of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13       Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may, at any time prior to the Company’s performance of such obligations, rescind or withdraw, in its sole discretion from
time to time upon written notice to the Company, any relevant notice, demand or election in whole or in part without prejudice
to its future actions and rights; provided however, that in the case of a rescission of a conversion of a Note or exercise
of a Warrant, the applicable Purchaser shall be required to return any shares of Common Stock subject to any such rescinded conversion
or exercise notice concurrently with the return to such Purchaser of the aggregate exercise price paid to the Company for such
shares and the restoration of such Purchaser’s right to acquire such shares pursuant to such Purchaser’s Note or Warrant
(including, issuance of a replacement warrant certificate evidencing such restored right).


 


5.14       Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or
in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall
also pay any reasonable costs (including customary indemnity) associated with the issuance of such replacement Securities.


 


5.15       Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each
of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16       Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 




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5.17       Usury.
To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim,
and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at
any time hereafter in force, in connection with any claim, action or proceeding that may be brought by any Purchaser in order to
enforce any right or remedy under any Transaction Document Notwithstanding any provision to the contrary contained in any Transaction
Document, it is expressly agreed and provided that the total liability of the Company under the Transaction Documents for payments
in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”),
and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated
with any other sums in the nature of interest that the Company may be obligated to pay under the Transaction Documents exceed such
Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law and applicable to the Transaction Documents
is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract
rate of interest allowed by law will be the Maximum Rate applicable to the Transaction Documents from the effective date thereof
forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to any Purchaser with respect to indebtedness evidenced by the Transaction Documents, such
excess shall be applied by such Purchaser to the unpaid principal balance of any such indebtedness or be refunded to the Company,
the manner of handling such excess to be at such Purchaser’s election.


 


5.18       Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several
and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively
and not between and among the Purchasers.


 


5.19       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or
granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.20       Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document snail be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the date of this Agreement.


 




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5.21       WAIVER
OF :WRY TRULL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.22       Ecuitable
Ad I usztnent. Trading volume amounts, price/volume amounts and similar figures in the Transaction Documents shall be equitably
adjusted (but without duplication) to offset the effect of stock splits, similar events and as otherwise described in this Agreement
and Warrants.


 


(Signature Pages Icollalt)


 




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


 


	ACCELERATED PHARMA, INC.	Address for Notice:
	 	 
	 	15W155 81st Street
	 	Burr Ridge, IL 60527
	 	Fax: (630) 325-4179


 


	By:	/s/ Michael Fonstein	 	 
	 	Name: Michael Fonstein	 	 
	 	Title: Chief Executive Officer	 	 




 


With a copy to (which shall not constitute notice):


 


Randy Saluck, Esq.


c/o Mortar Rock Capital


767 Third Avenue, 11th Floor


New York, NY 10017


Fax: (212) 308-3625


 


[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




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