Exhibit
10.1


 


ANTRIABIO,
INC.


 


(a Delaware corporation)


 


1450 Infinite Drive


Louisville, Colorado 80027


 





 



 


PURCHASE AGREEMENT


 





 



 


Instructions


 


PLEASE COMPLETE ONE COPY OF THE PURCHASE
AGREEMENT


 


THE SECURITIES TO WHICH THIS PRIVATE
PLACEMENT PURCHASE AGREEMENT (THE “PURCHASE AGREEMENT”) RELATES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND WILL BE ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) AND UNDER APPLICABLE STATE SECURITIES LEGISLATION, AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.


 


[__], 2016


 




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ANTRIABIO, INC.


 


PURCHASE AGREEMENT FOR SHARES OF SERIES
A PREFERRED STOCK


 


The undersigned purchaser
(the “Purchaser”) hereby irrevocably agrees to purchase from AntriaBio, Inc. (the “Company”)
that number of Shares of the Company’s Series A Preferred Stock (the “Offered Shares”) set out
below at a price of $1.95 per Offered Share. This offer of Offered Shares is part of an offering of up to 7,692,308 Shares of Series
A Preferred Stock (the “Offering”). The Offering may be increased to 10,256,410 Offered Shares in the
Company’s sole discretion. Purchaser agrees to be bound by the terms and conditions set forth in the attached “Terms
and Conditions of Purchase for Shares of Series A Preferred Stock of AntriaBio, Inc.” including without limitation the representations,
warranties and covenants set forth in the applicable schedules attached thereto. Purchaser further agrees, without limitation,
that Company may rely upon Purchaser’s representations, warranties and covenants contained in such documents.


 


Please complete and sign the Accredited
Investor Letter – Exhibit A, Client Suitability Form – Exhibit B, Private Placement
Bad Actor Form – Exhibit C, Anti-Money Laundering Information Form – Exhibit D,
Selling Shareholder Questionnaire – Exhibit E, and the Investor Acknowledgement to Escrow Deposit
Agreement–Exhibit F.


 




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TERMS AND
Conditions OF PURCHASE OF

SHARES OF SERIES A pREFERRED STOCK OF


 


AntriaBio,
Inc.


(a Delaware corporation)


 


1.            Share
Purchase: The undersigned purchaser (“Purchaser”) irrevocably agrees to purchase from AntriaBio,
Inc., a Delaware corporation (“Antria” or the “Company”), that number of Shares
of Series A Preferred Stock of Antria (the “Offered Shares” or the “Securities”)
set out in the “PURCHASE INFORMATION” at a price of $1.95 per Offered Share (the “Purchase
Price”). All figures are in United States Dollars unless otherwise specified. Such share purchase is subject to the
following terms and conditions:


 


(a).         Tender
of Purchase Price: Purchaser tenders to Antria the Purchase Price pursuant to the instructions set forth on Schedule
I upon the notification that the Company has accepted Purchaser’s purchase of the Offered Shares.


 


(b).         Closing:
Upon receipt by Antria of the Purchase Price and satisfaction of the Conditions set forth herein (the “Conditions”),
the Company, subject to the receipt of a minimum of $2,000,000 in the Offering (the “Minimum Offering Amount”),
may conduct one or more closings relating to the Offering (each a “Closing”) with the final Closing of
the Offering to occur on [i], [●] or at such later time as determined by the Company
in its sole discretion (the “Closing Date”). All funds will be delivered to a segregated account with
ServisFirst Bank, acting as the escrow agent. The Securities purchased for herein, will not be deemed issued to, or owned by, Purchaser
until, the Company has received the Minimum Offering Amount in the Offering, the Purchase Agreement has been executed by Purchaser
and accepted by Antria, and all payments required to be made herein have been made. A Closing is subject to the fulfillment of
the Conditions, which Conditions Antria and Purchaser covenant to exercise their reasonable best efforts to have fulfilled on or
prior to the Closing Date:


 


		(i)	Purchaser shall have tendered the Purchase Price to Antria;



 


		(ii)	all relevant documentation and approvals as may be required
by applicable securities statutes, regulations, policy statements and interpretation notes, by applicable securities regulatory
authorities and by applicable rules shall have been obtained and, where applicable, executed by or on behalf of Purchaser;



 


		(iii)	Antria shall have authorized and approved the execution
and delivery of this Purchase Agreement and the issuance, allotment and delivery of the Securities; and



 


		(iv)	the representations and warranties of the Company and Purchaser
set forth in this Agreement shall be true and correct as of the Closing Date.



 


(c)          Issuance
of Offered Shares:Within five (5) days after a Closing, subject to the Company receiving the Minimum Offering
Amount, Antria will deliver the certificates representing the Offered Shares purchased by Purchaser at the address set forth in
the registration instructions set forth on the signature page (unless Purchaser otherwise instructs Antria in writing). None of
the Offered Shares issued in this Offering have been registered under the Securities Act of 1933, as amended (“U.S.
Securities Act”), or the securities laws of any state in the United States.


 




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2.            Representations
and Warranties of Purchaser: Purchaser hereby represents and warrants to Antria:


 


		(a)	General:



 


		(i)	Purchaser has all requisite authority (and in the case
of an individual, the capacity) to purchase the Offered Shares, enter into this Purchase Agreement and to perform all the obligations
required to be performed by Purchaser hereunder, and such purchase will not contravene any law, rule or regulation binding on
Purchaser or any investment guideline or restriction applicable to Purchaser.



 


		(ii)	Purchaser will comply with all applicable laws and regulations
in effect in any jurisdiction in which Purchaser purchases or sells Offered Shares and obtain any consent, approval or permission
required for such purchases or sales under the laws and regulations of any jurisdiction to which Purchaser is subject or in which
Purchaser makes such purchases or sales, and the Company shall have no responsibility therefor.



 


		(b)	Information Concerning the Company:



 


		(i)	Purchaser has received a copy of the private placement
memorandum (the “Memorandum”). Purchaser has not been furnished any offering literature other than the
Memorandum and has relied only on the information contained therein.



 


		(ii)	Purchaser understands and accepts that the purchase of
the Offered Shares involves various risks, including the risks outlined in the Memorandum and in this Purchase Agreement. Purchaser
represents that it is able to bear any loss associated with an investment in the Offered Shares.



 


		(iii)	Purchaser confirms that it is not relying on any communication
(written or oral) of the Company or any of its affiliates, as investment advice or as a recommendation to purchase the Offered
Shares. It is understood that information and explanations related to the terms and conditions of the Offered Shares provided
in the Memorandum or otherwise by the Company or any of its affiliates shall not be considered investment advice or a recommendation
to purchase the Offered Shares, and that neither the Company nor any of its affiliates is acting or has acted as an advisor to
Purchaser in deciding to invest in the Offered Shares. Purchaser acknowledges that neither the Company nor any of its affiliates
has made any representation regarding the proper characterization of the Offered Shares for purposes of determining Purchaser's
authority to invest in the Offered Shares.



 


		(iv)	Purchaser is familiar with the business and financial condition
and operations of the Company, all as generally described in the Memorandum. Purchaser has had access to such information concerning
the Company and the Offered Shares as it deems necessary to enable it to make an informed investment decision concerning the purchase
of the Offered Shares.



 




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		(v)	Purchaser understands that, unless Purchaser notifies the
Company in writing to the contrary at or before a Closing, each of Purchaser's representations and warranties contained in this
Purchase Agreement will be deemed to have been reaffirmed and confirmed as of a Closing, taking into account all information received
by Purchaser.



 


		(vi)	Purchaser acknowledges that the Company has the right in
its sole and absolute discretion to abandon this Offering at any time prior to the completion of this Offering. This Purchase
Agreement shall thereafter have no force or effect and the Company shall return the previously paid the Purchase Price of the
Offered Shares, without interest thereon, to Purchaser.



 


		(vii)	Purchaser understands that no federal or state agency has
passed upon the merits or risks of an investment in the Offered Shares or made any finding or determination concerning the fairness
or advisability of this investment.



 


		(c)	Non-reliance:



 


		(i)	Purchaser confirms that the Company has not (A) given any
guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial,
accounting or otherwise) of an investment in the Offered Shares or (B) made any representation to Purchaser regarding the legality
of an investment in the Offered Shares under applicable legal investment or similar laws or regulations. In deciding to purchase
the Offered Shares, Purchaser is not relying on the advice or recommendations of the Company and Purchaser has made its own independent
decision that the investment in the Offered Shares is suitable and appropriate for Purchaser.



 


		(d)	Status of Undersigned:



 


		(i)	Purchaser has such knowledge, skill and experience in business,
financial and investment matters that Purchaser is capable of evaluating the merits and risks of an investment in the Offered
Shares. With the assistance of Purchaser's own professional advisors, to the extent that Purchaser has deemed appropriate, Purchaser
has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Offered Shares
and the consequences of this Purchase Agreement. Purchaser has considered the suitability of the Offered Shares as an investment
in light of its own circumstances and financial condition and Purchaser is able to bear the risks associated with an investment
in the Offered Shares and its authority to invest in the Offered Shares.



 


		(ii)	Purchaser is an “accredited investor” as defined
in Rule 501(a) under the U.S. Securities Act. Purchaser agrees to furnish any additional information requested by the Company
or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the purchase
and sale of the Offered Shares. Purchaser acknowledges that Purchaser has completed the accredited investor letter as set forth
on Exhibit A and other questionnaires and certifications attached hereto as exhibits and that the information contained
therein is complete and accurate as of the date thereof and is hereby affirmed as of the date hereof. Any information that has
been furnished or that will be furnished by Purchaser to evidence its status as an accredited investor is accurate and complete,
and does not contain any misrepresentation or material omission.



 




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		(e)	Restrictions on Transfer or Sale of Offered Shares:
As applies to Purchaser:



 


		(i)	Purchaser is acquiring the Offered Shares solely for Purchaser’s
own beneficial account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of
the Offered Shares. Purchaser understands that the Offered Shares have not been registered under the U.S. Securities Act or any
state securities laws by reason of specific exemptions under the provisions thereof which depend in part upon the investment intent
of Purchaser and of the other representations made by Purchaser in this Purchase Agreement. Purchaser understands that the Company
is relying upon the representations and agreements contained in this Purchase Agreement (and any supplemental information) for
the purpose of determining whether this transaction meets the requirements for such exemptions.



 


		(ii)	Purchaser understands that the Securities are “restricted
securities” under applicable federal securities laws and that the U.S. Securities Act and the rules of the United States
Securities and Exchange Commission (the “SEC” or the “Commission”)
provide in substance that Purchaser may dispose of the Offered Shares only pursuant to an effective registration statement under
the U.S. Securities Act or an exemption therefrom, and Purchaser understands that the Company has no obligation or intention to
register any of the Offered Shares, or to take action so as to permit sales pursuant to the U.S. Securities Act (including Rule
144 thereunder). Accordingly, Purchaser understands that under the Commission's rules, Purchaser may dispose of the Offered Shares
principally only in “private placements” which are exempt from registration under the U.S. Securities Act, in which
event the transferee will acquire “restricted securities” subject to the same limitations as in the hands of Purchaser.
Consequently, Purchaser understands that Purchaser must bear the economic risks of the investment in the Offered Shares for an
indefinite period of time.



 


		(iii)	Purchaser agrees: (A) that Purchaser will not sell, assign,
pledge, give, transfer or otherwise dispose of the Offered Shares or any interest therein, or make any offer or attempt to do
any of the foregoing, except pursuant to a registration of the Offered Shares under the U.S. Securities Act and all applicable
State Securities Laws, or in a transaction which is exempt from the registration provisions of the U.S. Securities Act and all
applicable State Securities Laws; (B) that the certificates representing the Offered Shares will bear a legend making reference
to the foregoing restrictions; and (C) that the Company and its affiliates shall not be required to give effect to any purported
transfer of such Offered Shares except upon compliance with the foregoing restrictions. Purchaser acknowledges that neither the
Company nor any other person offered to sell the Offered Shares to it by means of any form of general solicitation or advertising,
including but not limited to: (A) any advertisement, article, notice or other communication published in any newspaper, magazine
or similar media or broadcast over television or radio or (B) any seminar or meeting whose attendees were invited by any general
solicitation or general advertising.



 


		(f)	No Hedging:
Neither the Purchaser nor any of its affiliates will, directly or indirectly hold or maintain any short position in or engage
in hedging transactions with respect to the common stock of the Company or any other securities of the Company, other than in
accordance with the U.S. Securities Act.



 




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3.            Representations
and Warranties of the Company: AntriaBio hereby represents and warrants to Purchaser that:


 


(a).         Good
Standing. The Company is duly formed and validly existing under the laws of Delaware, with full power and authority to conduct
its business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits
and orders required by law for the conduct by the Company of its business as it is currently being conducted.


 


(b).         Authorization.
The Offered Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Purchase
Agreement, will be validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof
set forth in the Memorandum. The Common Stock issuable upon conversion of the Offered Shares has been duly reserved for issuance,
and upon issuance in accordance with the terms of the Company’s Certificate of Incorporation, will be duly authorized, validly
issued, fully paid and nonassessable, and free of restrictions on transfer other than restrictions on transfer under any agreement
between the Company and the Investor, and applicable federal and state securities laws. This Agreement constitutes the valid and
binding obligation of the Company, enforceable in accordance with its terms, except that enforcement of this Agreement and the
terms of the Offered Shares may be limited by bankruptcy, insolvency, moratorium or other similar laws relating to or affecting
the rights of creditors generally and subject to the fact that equitable remedies are discretionary and may not be granted by a
court of competent jurisdiction.


 


(c).         Subsidiaries.
The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust,
joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint
venture, partnership or similar arrangement.


 


(d).         No
Default. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby do not and will not constitute a default under any of the terms, conditions or provisions of the
Certificate of Incorporation or Bylaws of the Company, or any material contract, agreement or arrangement to which the Company
is a party or by which it is bound.


 


(e).         Compliance
with Laws; Permits. The Company holds all material licenses, approvals, certificates, permits and authorizations necessary
for the lawful conduct of its business and is in material compliance with all applicable laws, rules, regulations and ordinances.
The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business, the lack
of which could materially and adversely affect the business, properties, prospects or financial condition of the Company. The Company
is not in default in any material respect under any such franchise, permit, license or other similar authority.


 


(f).         Litigation.
There is no action, suit, proceeding at law or in equity, arbitration or administrative or other proceeding by or before (or to
the best knowledge, information and belief of the Company any investigation by) any governmental or other instrumentality or agency,
pending, or, to the Company’s knowledge, information and belief, threatened against or affecting the Company or any of its
properties, intellectual property and patents, or other rights which could materially and adversely affect the right or ability
of the Company to carry on its business as now conducted, or which could materially and adversely affect the condition, whether
financial or otherwise, or properties or intellectual property of the Company; and the Company does not know of any valid basis
for any such action, proceeding or investigation.


 




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(g).         Intellectual
Property. To the knowledge of the Company, the Company owns or possesses or believes it can obtain on commercially reasonable
terms sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses (software
or otherwise), information, processes and similar proprietary rights (collectively “Intellectual Property”) necessary
to conduct the business of the Company as it is presently conducted or as presently contemplated to be conducted (“Company
Intellectual Property”) without any known conflict with, or infringement of, the rights of others. To the Company’s
knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate
any license or infringes or will infringe any intellectual property rights of any other party. Except for agreements with its own
employees, consultants and customers and standard end-user license agreements and as otherwise disclosed in the Company’s
annual or quarterly filings with the SEC, there are no outstanding options, licenses or agreements relating to the Company Intellectual
Property, and the Company is not bound by or a party to any options, licenses or agreements with respect to the Intellectual Property
of any other person or entity. The Company has not received any written communication alleging that the Company has violated or,
by conducting its business, would violate any of the Intellectual Property of any other person or entity. To the knowledge of the
Company, it will not be necessary to use any inventions of any of its employees or consultants (or persons it currently intends
to hire) made prior to their employment by the Company. Each employee of the Company has executed a customary confidential information
and invention assignment agreement. To the knowledge of the Company, no such employee or consultant is in violation of such confidential
information and invention assignment agreement.


 


(h).         Property.
The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances,
except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in
the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With
respect to the property and assets it leases, the Company is in material compliance with such leases and holds a valid leasehold
interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The Company does
not own any real property.


 


(i).          Tax
Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have
not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are
due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable
federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and
foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations
with respect to taxes for any year.


 


(j).          Governmental
Consents and Filings. Assuming the accuracy of the representations made by the Investors in Section 2 of this Agreement, no
consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal,
state or local governmental authority on the part of the Company is required in connection with the consummation of the transactions
contemplated by the Purchase Agreement, except for (i) the filing of the Charter with the Secretary of State of the State of Delaware
and (ii) filings pursuant to Regulation D of the U.S. Securities Act, and applicable state securities laws, which have been made
or will be made in a timely manner.


 


(k).         Real
Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation as defined in
the United States Internal Revenue Code of 1986, as amended.


 




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(l).          Labor
and Employment Matters. To the Company’s knowledge, no Key Employee intends to terminate their employment with the Company,
nor does the Company have a present intention to terminate the employment of any of the foregoing. The Company has complied in
all material respects with all applicable laws related to labor or employment, including provisions thereof relating to wages,
hours, working conditions, benefits, retirement, social welfare, equal opportunity and collective bargaining. For the purposes
hereof, “Key Employee” means any executive-level employee (including division director and vice president-level
positions).


 


(m).        No
“Bad Actor” Disqualifications. the Company has exercised reasonable care, in accordance with SEC rules and guidance,
to determine whether any Covered Person (as defined below) is subject to any Disqualification Event (as defined in Rule 506(d)(1)(i)
through (viii) under the U.S. Securities Act). To the Company’s knowledge, no Covered Person is subject to a Disqualification
Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the U.S. Securities Act. the Company
has complied, to the extent applicable, with any disclosure obligations under Rule 506(e) under the U.S. Securities Act. “Covered
Persons” are those persons specified in Rule 506(d)(1) under the U.S. Securities Act, including the Company;
any predecessor or affiliate of the Company; any director, executive officer, other officer participating in the offering, general
partner or managing member of the Company; any beneficial owner of 20% or more of the Company’s outstanding voting equity
securities, calculated on the basis of voting power; any promoter (as defined in Rule 405 under the U.S. Securities Act) connected
with the Company in any capacity at the time of the sale of the Securities; and any person that has been or will be paid (directly
or indirectly) remuneration for solicitation of purchasers in connection with the sale of the Series A Preferred Stock (a “Solicitor”),
any general partner or managing member of any Solicitor, and any director, executive officer or other officer participating in
the Offering of any Solicitor or general partner or managing member of any Solicitor.


 




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4.            Registration
Rights


 


(a).         Antria
shall use reasonable commercial efforts to (i) prepare and file with the SEC within thirty (30) calendar
days after the Closing Date a registration statement (on Form S-3, SB-1, SB-2, S-1, or other appropriate registration statement
form reasonably acceptable to Purchaser) under the U.S. Securities Act (the “Registration Statement”),
at the sole expense of Antria, in respect of Purchaser, so as to permit a public offering and resale of the shares of common stock
issuable upon the conversion of the Offered Shares (collectively, the “Registrable Securities”) in the
United States under the U.S. Securities Act by Purchaser as a selling stockholder and not as underwriter; and (ii) use commercially
reasonable efforts to cause a Registration Statement to be declared effective by the SEC as soon as possible, but in any event
not later than the earlier of ninety (90) calendar days following the Closing Date. Antria will notify Purchaser
of the effectiveness of the Registration Statement within three (3) trading days (days in which the OTCQB is open for quotation).
The initial Registration Statement shall cover the resale of 100% of the Registrable Securities, for an offering to be made on
a continuous basis pursuant to Rule 415 (as promulgated by the Commission pursuant to the U.S. Securities Act, as such Rule may
be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same
purpose and effect as such Rule); provided, however, that if 100% of the Registrable Securities included hereunder
cannot be registered, the number of Registrable Securities on the initial Registration Statement shall be reduced pro-rata among
all Purchasers.


 


(b).         Antria
will use reasonable commercial efforts to maintain the Registration Statement or post-effective amendment filed under this Section 4
effective under the U.S. Securities Act until the earlier of the date (i) all of the Registrable Securities have been sold
pursuant to such Registration Statement or (ii) Purchaser receives an opinion of counsel to Antria, which opinion and counsel shall
be reasonably acceptable to Purchaser, the Company and the transfer agent, that the Registrable Securities may be sold under the
provisions of Rule 144.


 


(c).         All
fees, disbursements and out-of-pocket expenses and costs incurred by Antria in connection with the preparation and filing of the
Registration Statement and in complying with applicable securities and “blue sky” laws (including, without limitation,
all attorneys’ fees of Antria, registration, qualification, notification and filing fees, printing expenses, escrow fees,
blue sky fees and expenses and the expense of any special audits incident to or required by any such registration) shall be borne
by Antria. Purchaser shall bear the cost of underwriting and/or brokerage discounts, fees and commissions, if any, applicable to
the Registrable Securities being registered and the fees and expenses of its counsel. Antria shall qualify any of the Registrable
Securities for sale in such states as Purchaser reasonably designates. However, Antria shall not be required to qualify in any
state which will require an escrow or other restriction relating to Antria and/or the sellers, or which will require Antria to
qualify to do business in such state or require Antria to file therein any general consent to service of process. Antria at its
expense will supply Purchaser with copies of the applicable Registration Statement and the prospectus included therein and other
related documents in such quantities as may be reasonably requested by Purchaser.


 




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(d).         Purchaser
will cooperate with Antria in all respects in connection with this Agreement, including timely supplying all information reasonably
requested by Antria (which shall include completing the Selling Shareholder Questionnaire attached hereto as Exhibit B,
and all information regarding Purchaser and proposed manner of sale of the Registrable Securities required to be disclosed in any
Registration Statement) and executing and returning all documents reasonably requested in connection with the registration and
sale of the Registrable Securities and entering into and performing its obligations under any underwriting agreement, if the offering
is an underwritten offering, in usual and customary form, with the managing underwriter or underwriters of such underwritten offering.
Any delay or delays caused by Purchaser, or by any other purchaser of securities of Antria having registration rights similar to
those contained herein, by failure to cooperate as required hereunder shall not constitute a breach or default of Antria under
this Agreement. Purchaser understands and agrees that the Company’s obligations under this Section 4 with respect to
the preparation and filing of the Registration Statement are subject to Purchaser or any other purchaser of securities of Antria
having registration rights similar to those contained herein, timely providing the Company with the Selling Shareholder Questionnaire
and all information reasonably requested by the Company to prepare and file the Registration Statement.


 


5.          Market
Stand-Off: Purchaser further agrees, if so requested by the Company
or any representative of its underwriters, to enter into such underwriter’s standard form of “lockup” or “market
standoff” agreement in a form satisfactory to the Company and such underwriter. The Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions until the end of any such restriction period. Notwithstanding
the foregoing, this Section shall only apply to any Purchaser who own, at the time of such underwritten public offering, 3% of
the issued and outstanding shares of common or preferred stock of the Company on a fully-diluted basis.


 


6.          Legend:
The certificates representing the Offered Shares sold pursuant to this Purchase Agreement will be imprinted with a legend in
substantially the following form:


 


“THE SECURITIES
EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE SECURITIES LAWS OF OTHER
JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE
LAWS.”


 


7.          Governing
Law: This Purchase Agreement shall be binding upon the parties hereto, their heirs, executors, successors, and legal representatives.
The laws of the State of Delaware shall govern the rights of the parties as to this Agreement.


 


8.          Indemnification:
Purchaser acknowledges that it understands the meaning and legal consequences of the representations and warranties contained herein,
and it hereby agrees to indemnify and hold harmless Antria and any other person or entity relying upon such information thereof
from and against any and all loss, damage or liability due to or arising out of a breach of any representation, warranty, or acknowledgement
of Purchaser contained in this Agreement.


 




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9.            Nonassignability:
 Except as otherwise expressly provided herein, this Agreement may not be assigned by Purchaser.


 


10.          Entire
Agreement: This Agreement, including any supplements, schedules, or exhibits hereto, as each is amended and supplemented
from time to time contains the entire agreement among the parties with respect to the acquisition of the Offered Shares and the
other transactions contemplated hereby, and there are no representations, covenants or other agreements except as stated, incorporated,
or referred to herein.


 


11.          Amendment:
This Agreement may be amended or modified only by a writing signed by the party or parties to be charged with such amendment
or modification.


 


12.          Binding
On Successors: All of the terms, provisions and conditions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, successors, and legal representatives.


 


13.          Titles:
The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing
this Agreement.


 


14.          Counterparts:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall
be deemed an original and all of which taken together shall constitute one and the same document, notwithstanding that all parties
are not signatories to the same counterpart.


 


15.          Severability:
The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of the
balance of this Agreement.


 


16.          Disclosure
Required Under State Law: The offering and sale of the securities is intended to be exempt from registration under the
securities laws of certain states. Purchasers who reside or purchase the Offered Shares may be required to make additional disclosures
by the securities laws of various states and agrees to provide such additional disclosures as requested by Antria upon written
request.


 


17.          Notices:
All notes or other communications hereunder (except payment) shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by registered or certified mail postage prepaid, or by Express Mail Service or similar courier, addressed
as follows:


 


If to Purchaser:            At the address
designated on the signature page of this Agreement.


 


If to the Company:      AntriaBio, Inc.


1450 Infinite Drive


Louisville, Colorado 80027


Attention: Nevan Elam, CEO


 


With Copy to:              Dorsey & Whitney LLP


1400 Wewatta Street, Suite 400


Denver, Colorado 80202

Attention: Michael L. Weiner, Esq.


 




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17.          Time
of the Essence: Time shall be of the essence of this Agreement in all respects.


 


18.          Facsimile and Counterpart
Purchase Agreements: Antria shall be entitled to rely on delivery of a facsimile or electronic copy of this Agreement executed
by the purchaser, and acceptance by Antria of such executed Agreement shall be legally effective to create a valid and binding
agreement between Purchaser and Antria in accordance with the terms hereof. In addition, this Agreement may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one and the same document.


 


19.          Future
Assurances: Each of the parties hereto will from time to time execute and deliver all such further documents and instruments
and do all acts and things as the other party may, either before or after a Closing, reasonably require to effectively carry out
or better evidence or perfect the full intent and meaning of this Agreement.


 


[Signature page follows.]


 




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PURCHASER HEREBY DECLARES AND AFFIRMS THAT
IT HAS READ THE WITHIN AND FOREGOING PURCHASE AGREEMENT, IS FAMILIAR WITH THE CONTENTS THEREOF AND AGREES TO ABIDE BY THE TERMS
AND CONDITIONS THEREIN SET FORTH, AND KNOWS THE STATEMENTS THEREIN TO BE TRUE AND CORRECT.


 


******


 


IN WITNESS WHEREOF, Purchaser executed this Agreement this ______
day of ____________, 201_.


 


PURCHASER:


 


	By:*	 	 
	 	 	 
	Title:	 	 


 


	Registration and Delivery Instructions:	 
	 	 
	 	 
	 	 
	 	 
	(Address)	 
	 	 
	 	 


 


		*	By the foregoing signature, I hereby certify to AntriaBio, Inc. that I am duly empowered and authorized to provide the foregoing
information.



 


This Purchase Agreement is hereby accepted by the Company this
_____ day of __________, 201__.


 


	 	ANTRIABIO, INC.
	 	 	 
	 	By:	 
	 	Name:  Nevan Elam
	 	Title:  Chief Executive Office


 




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