EXCHANGE
AGREEMENT


 


THIS
EXCHANGE AGREEMENT (the “Agreement”), dated as of January 18, 2016, is made by and between PolarityTE, Inc., a Delaware corporation (“Company”), and the holder of the Warrants (as defined below) signatory hereto
(“Holder”).


 


WHEREAS,
pursuant to that certain Securities Purchase Agreement (the “Purchase Agreement”), dated as of April 13, 2016, by
and between the Company and the Holder, whereby, among other things, the Holder purchased from the Company shares of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase
shares of Common Stock, which were sold pursuant to the prospectus supplement dated April 13, 2016, filed with the Commission
(as defined below) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”) and
which such transaction closed on April 19, 2016;


 


WHEREAS,
the Holder holds such number of Warrants as set forth on Schedule A hereto (such Warrants, the “Exchange Securities”);


 


WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933,
as amended (the “Securities Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange
with the Company, the Exchange Securities for shares of the Company’s Common Stock.


 


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 Holder agree as follows:


 


1.
Terms of the Exchange. The Company and Holder agree that the Holder will exchange the Exchange Securities and will relinquish
any and all other rights he may have under the Exchange Securities in exchange for such number of shares of Common Stock (the
“Securities”) as set forth on Schedule A, annexed hereto.


 


2.
Closing. Upon satisfaction of the conditions set forth herein, including the approval by The NASDAQ Stock Market LLC of
the LAS (as defined herein), a closing shall occur at the principal offices of the Company, or such other location as the parties
shall mutually agree. At closing, Holder shall deliver certificates representing the Exchange Securities to the Company and the
Company shall deliver to such Holder a certificate evidencing the Securities, in the name(s) and amount(s) as indicated on Schedule
A annexed hereto. Upon closing, any and all obligations of the Company to Holder under the Exchange Securities shall be fully
satisfied, the certificates evidencing the Exchange Securities shall be cancelled and Holder will have no remaining rights, powers,
privileges, remedies or interests under the Exchange Securities.


 


3.
Further Assurances




 


Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 







    	 	 	 



    	 	 	 



    

 


4.
Representations and Warranties of the Holder. The Holder represents and warrants as of the date hereof and as of the closing
to the Company as follows:


 


a.
Authorization; Enforcement. The Holder has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Holder 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 Holder and no further action is required by the Holder. This Agreement
has been (or upon delivery will have been) duly executed by the Holder and, when delivered in accordance with the terms hereof,
will constitute the valid and binding obligation of the Holder enforceable against the Holder 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.


 


b.
Tax Advisors. The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences
of this investment and the transactions contemplated by this Agreement. With respect to such matters, the Holder relies solely
on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder
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.


 


c.
Information Regarding Holder. Holder is an “accredited investor”, as such term is defined in Rule 501 of Regulation
D promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act,
is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities
of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial,
tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the
merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative
investment. Holder has the authority and is duly and legally qualified to purchase and own the Securities. Holder is able to bear
the risk of such investment for an indefinite period and to afford a complete loss thereof.


 


d.
Legend. The Holder understands that the Securities have been issued pursuant to an exemption from registration or qualification
under the Securities Act and applicable state securities laws, and except as set forth below, the Securities shall bear any legend
as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and
a stop-transfer order may be placed against transfer of such stock certificates):


 


[NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE
HAVE BEEN][THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN] REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE
OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING
THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT
SECURED BY THE SECURITIES.


 




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e.
Removal of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section
4(d) above or any other legend (i) while a registration statement covering the resale of such Securities is effective under the
Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of
the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 and the Subscriber is not
an affiliate of the Company (provided that the Holder provides the Company with reasonable assurances that such Securities are
eligible for sale, assignment or transfer under Rule 144 which shall not include an opinion of the Holder’s counsel), (iv)
in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides the Company
with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer
of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend
is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations
and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than
three (3) business days following the delivery by the Holder to the Company or the transfer agent (with notice to the Company)
of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise
in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder
as may be required above in this Section 4(e), as directed by the Holder, either: (A) provided that the Company’s transfer
agent is participating in the DTC Fast Automated Securities Transfer Program, credit the aggregate number of shares of Common
Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its
Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not participating in the DTC Fast Automated
Securities Transfer Program, issue and deliver (via reputable overnight courier) to the Holder, a certificate representing such
Securities that is free from all restrictive and other legends, registered in the name of the Holder or its designee. The Company
shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities in accordance herewith.


 


f.
Restricted Securities. The Holder understands that: (i) the Securities have not been and are not being registered under
the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently
registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel
to the Holder, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred
may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) the Holder provides the Company with
reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under
the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made
in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable,
any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed
to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person
is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the
terms and conditions of any exemption thereunder.


 


5.
Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to
the Holder:


 




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a.
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 agreements entered into by the parties hereto in connection
with the transactions contemplated by this Agreement (collectively, the “Exchange Documents”) and otherwise to carry
out its obligations hereunder and thereunder. The execution and delivery of this Agreement 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 of the Company or the Company’s stockholders
in connection therewith, including, without limitation, the issuance of the Securities have been duly authorized by the Company’s
Board of Directors and no further filing, consent, or authorization is required by the Company, its Board of Directors or its
stockholders. This Agreement and any Other Agreement (as defined herein) have been (or upon delivery will have been) duly executed
by the Company and, when delivered in accordance with the terms hereof, 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.


 


b.
Organization and Qualification. Each of the Company and its subsidiaries (the “Subsidiaries”) are entities
duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have
the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently
proposed to be conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business
and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it
makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not
have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect
on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or
in any of the other Exchange Documents or (iii) the authority or ability of the Company to perform any of its obligations under
any of the Exchange Documents. Other than its Subsidiaries, there is no Person (as defined below) in which the Company, directly
or indirectly, owns capital stock or holds an equity or similar interest. “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and
any governmental entity or any department or agency thereof.


 


c.
No Conflict. The execution, delivery and performance of the Exchange Documents by the Company and the consummation by the
Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities will
not (i) (i) result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of
the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined below)
of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse
of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations
and the rules and regulations of The NASDAQ Capital Market (the “Principal Market”) applicable to the Company or any
of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in
the case of clause (ii) or (iii) above, to the extent such violations that could not reasonably be expected to have a Material
Adverse Effect.


 




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d.
No Consents. Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of,
or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other
Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Exchange
Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations
which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained or effected on
or prior to the date of this Agreement, and neither the Company nor any of its Subsidiaries is aware of any facts or circumstances
which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or
filings contemplated by the Exchange Documents. The Company is not in violation of the requirements of the Principal Market and
has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the
foreseeable future. The Company has obtained all necessary consents and approvals from the Principal Market, including, if required,
a Listing of Additional Shares application (the “LAS”) covering the listing of the Securities with the Principal Market.


 


e.
Securities Law Exemptions. Assuming the accuracy of the representations and warranties of the Holder contained herein,
the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act. The offer and issuance
of the Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof.
The Company covenants and represents to the Holder that neither the Company nor any of its Subsidiaries has received, anticipates
receiving, has any agreement to receive or has been given any promise to receive any consideration from the Holder or any other
Person in connection with the transactions contemplated by the Exchange Documents.


 


f.
Issuance of Securities. The issuance of the Securities are duly authorized and upon issuance in accordance with the terms
of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other
encumbrances with respect to the issue thereof.


 


g.
Transfer Taxes. As of the date of this Agreement, all share transfer or other taxes (other than income or similar taxes)
which are required to be paid in connection with the issuance of the Securities to be exchanged with the Holder hereunder will
be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied
with.


 


h.
Equity Capitalization. Except as disclosed in the SEC Documents (as defined below): (i) none of the Company’s or
any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances
suffered or permitted by the Company or any Subsidiary; (ii) there are no outstanding options, warrants, scrip, rights to subscribe
to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or
exchangeable for, any capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional capital stock of the Company or any
of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of the Company or any of its
Subsidiaries; (iii) there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements,
documents or instruments evidencing indebtedness of the Company or any of its Subsidiaries or by which the Company or any
of its Subsidiaries is or may become bound; (iv) there are no financing statements securing obligations in any amounts filed in
connection with the Company or any of its Subsidiaries; (v) there are no agreements or arrangements under which the Company or
any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (vi) there are
no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions,
and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or
may become bound to redeem a security of the Company or any of its Subsidiaries; (vii) there are no securities or instruments
containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; (viii) neither the Company
nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or
agreement; and (ix) neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed
in the in the Company’s filings with the SEC (the “SEC Documents”) which are not so disclosed in the SEC Documents,
other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which,
individually or in the aggregate, do not or could not have a Material Adverse Effect. The Company has furnished to the Holder
true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date
hereof (the “Certificate of Incorporation”), and the Company’s bylaws, as amended and as in effect on the date
hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares
of Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC Documents.


 




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(i)
Shell Company Status. The Company is not and has not been for a period of at least one (1) year prior to the date of this
Agreement an issuer identified in Rule 144(i)(1) of the Securities Act. The Company is, and has been for a period of at least
90 days, subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.


 


6.
Additional Acknowledgments. The Holder and the Company confirm that the Company has not received any consideration for
the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities
Act and the rules and regulations promulgated thereunder as such Rule 144 may be amended from time to time, or any similar rule
or regulation hereafter adopted by the Commission having substantially the same effect as such Rule 144, the holding period of
the Securities tacks back to April 19, 2016, the issue date of the Exchange Securities. The Company agrees not to take a position
contrary to this paragraph.


 


7.
Release by the Holder.


 


In
consideration of the foregoing, Holder releases and discharges Company, Company’s officers, directors, principals, control
persons, past and present employees, insurers, successors, and assigns (“Company Parties”) from all actions, cause
of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law,
admiralty or equity, which against Company Parties ever had, now have or hereafter can, shall or may, have for, upon, or by reason
of any matter, cause or thing whatsoever, whether or not known or unknown, arising under the Exchange Securities. It being understood
that this Section shall be limited in all respects to only matters arising under or related to the Exchange Securities and shall
under no circumstances constitute a release, waiver or discharge with respect to the Securities or any Exchange Documents or limit
the Holder from taking action for matters with respect to the Securities or any Exchange Document or events that may arise in
the future.


 


8.
Miscellaneous.




 


a.
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.




 




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b.
Governing Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed under the laws of
the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive
jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan
for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby
or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES
NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


c.
Severability. If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or
the validity or enforceability of any provision of this Agreement in any other jurisdiction.


 


d.
Counterparts/Execution. This Agreement may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains an electronic file
of an executed signature page, such signature page 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 electronic file signature page (as the
case may be) were an original thereof.


 


e.
Notices. Any notice or communication permitted or required hereunder shall be in writing and shall be deemed sufficiently
given if hand-delivered or sent (i) postage prepaid by registered mail, return receipt requested, or (ii) by facsimile, to the
respective parties as set forth below, or to such other address as either party may notify the other in writing.


 


	 	If
    to the Company, to:	 	PolarityTE, Inc.
	 	 	 	4041-
    T Handley Road
	 		 	S.
    Plainfield, NJ 07080
	 	 	 	Attention:
    Chief Executive Officer
	 	 	 	 
	 	If
    to Holder, to the address set forth on the signature page of the Holder 


 




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f.
Expenses. The parties hereto shall pay their own costs and expenses in connection herewith.


 


g.
Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties with regard to the subject
matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties.
This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be
waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance. Except
as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other
or future exercise of any other right, power or privilege hereunder.


 


h.
Headings. The headings used in this Agreement are used for convenience only and are not to be considered in construing
or interpreting this Agreement. 


 


i.
Independent Nature of the Holder’s Obligations and Rights. The obligations of the Holder under the Exchange Documents
are several and not joint with the obligations of any other holder of Warrants (each, an “Other Holder”) under any
other agreement to exchange Warrants (each, an “Other Agreement”), and the Holder shall not be responsible in any
way for the performance of the obligations of any Other Holders under any Other Agreement. Nothing contained herein or in any
Other Agreement, and no action taken by the Holder pursuant hereto or any Other Holder pursuant to any Other Agreement, shall
be deemed to constitute the Holder or any Other Holder as, and the Company acknowledges that the Holder and the Other Holders
do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Holder and any Other Holder are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Exchange Documents, any other agreement or any matters, and the Company acknowledges that
the Holder and the Other Holders are not acting in concert or as a group or entity, and the Company shall not assert any such
claim, with respect to such obligations or the transactions contemplated by the Exchange Documents and any Other Agreement. The
decision of the Holder to acquire the Securities pursuant to the Exchange Documents has been made by the Holder independently
of any Other Holder. The Holder acknowledges that no Other Holder has acted as agent for the Holder in connection with the Holder
making its acquisition hereunder and that no Other Holder will be acting as agent of the Holder in connection with monitoring
the Holder’s Securities or enforcing its rights under the Exchange Documents. The Company and the Holder confirm that the
Holder has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice
of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without
limitation, the rights arising out of this Agreement or out of any of the Other Agreements, and it shall not be necessary for
any Other Holder to be joined as an additional party in any proceeding for such purpose. To the extent that any of the Other Holders
and the Company enter into the same or similar documents, all such matters are solely in the control of the Company, not the action
or decision of the Holder, and would be solely for the convenience of the Company and not because it was required or requested
to do so by the Holder or any Other Holder. For clarification purposes only and without implication that the contrary would otherwise
be true, the transactions contemplated by the Exchange Documents include only the transaction between the Company and the Holder
and do not include any other transaction between the Company and any Other Holder.


 


j.
Most Favored Nation. The Company hereby represents and warrants as of the date hereof and covenants and agrees from and
after the date hereof that none of the terms offered to any Other Holder in any Other Agreement, is or will be more favorable
to such Other Holder than those of the Holder and this Agreement. If, and whenever on or after the date hereof, the Company desires
to enter into an Other Agreement, then (i) the Company shall provide prior written notice thereof to the Holder and (ii) upon
execution by the Company and such Other Holder of such Other Agreement, the terms and conditions of this Agreement, the Other
Agreement and the Securities shall be, without any further action by the Holder or the Company, automatically amended and modified
in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or
conditions (as the case may be) set forth in such Other Agreement, provided that upon written notice to the Company at any time
the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition
contained in this Agreement or the Securities (as the case may be) shall apply to the Holder as it was in effect immediately prior
to such amendment or modification as if such amendment or modification never occurred with respect to the Holder.


 




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k.
Reporting Status. For a period of two (2) years from the date hereof, the Company shall timely file all reports required
to be filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the
Company shall continue to timely file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder
would otherwise no longer require or permit such filings.


 


l.
Listing. The Company shall use reasonable best efforts to promptly secure the listing or designation for quotation (as
the case may be) of all of the Securities upon the Principal Market or any other national securities exchange or automated quotation
system, upon which the Common Stock is then listed or designated for quotation (as the case may be) (subject to official notice
of issuance) (but in no event later than the date of this Agreement) and shall use reasonable best efforts to maintain such listing
or designation for quotation (as the case may be) of all Securities from time to time issuable under the terms of this Agreement
on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing
or authorization for quotation (as the case may be) on the Principal Market, The New York Stock Exchange, the NYSE MKT, the Nasdaq
Global Market or the Nasdaq Global Select Market, the OTCQB or the OTQQX (or any successor thereto) (each, an “Eligible
Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result
in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection
with satisfying its obligations under this Section 8(l).


 


m.
Pledge of Securities. The Company acknowledges and agrees that the Securities may be pledged by the Holder in connection
with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities
shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and if the Holder effects a pledge of Securities
it shall not be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant
to this Agreement or any Other Agreement. The Company hereby agrees to execute and deliver such documentation as a pledgee of
the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by the Holder.


 


(Signature
Pages Follow)


 




    	 	 9	 



    	 	 	 



    

 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.


 


Polarityte,
Inc.


 


	By:		 
	Name:
    	 	 
	Title:
    	 	 


 


HOLDER:
[_________]


 


	By:	 	 


 


Address
for Notices:


 


		 
		 
		 
		 


 


Address
for delivery of Securities:


 


	 	 
	 	 
	 	 
	 	 


 




    	 	 	 



    	 	 	 



    

 


SCHEDULE
A


 


	Name
                                         and Address
 of
                                         Holder
	 	 	Number
    of Warrants

    to be Exchanged	 	 	Number
    of Shares of 

    Common Stock to be Issued