Form of Note Purchase Agreement relating to the 2008 bridge financing



 Exhibit 10.1 
 NOTE PURCHASE AGREEMENT 
 This NOTE PURCHASE AGREEMENT (this
“Agreement”) is made as of the last date set forth on the signature page hereof between CORONADO BIOSCIENCES, INC., a Delaware corporation having its principal place of business at 4365 Executive Drive, Suite 1500 San Diego,
CA 92121 (the “Company”), and the undersigned (the “Subscriber”). 
 W I T N E S S E T H:

 WHEREAS, the Company has retained Paramount BioCapital, Inc. (the “Placement Agent”) to act as
its exclusive placement agent, on a “best efforts, all or none” basis, in a private offering (the “Offering”) of convertible promissory notes in substantially the form attached hereto as Exhibit A (the
“Notes”) included in the Minimum Offering (as defined below) and on a “best efforts” basis in the Offering of such Notes which will provide the Company with aggregate proceeds in excess of the Minimum Offering, and in
connection therewith has authorized Paramount to engage one or more other firms to assist in finding qualified subscribers for the Notes (such other firms, if any, together with Paramount, the “Placement Agent”); 

WHEREAS, the terms of the Offering are summarized in that certain Confidential Offering Memorandum dated January 23, 2008
(together with all amendments, supplements, exhibits and appendices thereto, the “Memorandum”); 

WHEREAS, the Company desires to offer and sell a minimum of $500,000 aggregate principal amount of Notes (which, for this purpose,
shall not include any Notes issued in consideration of any Converted Amount (as defined in the Memorandum) and is referred to as the “Minimum Offering”) and a maximum of $5,500,000 aggregate principal amount of Notes (the
“Maximum Offering”), with an option in favor of the Placement Agent and the Company to offer up to an additional $2,000,000 aggregate principal amount of Notes (the “Over-allotment,” and together with the Maximum
Offering, the “Maximum Amount”) (such amount of Notes actually issued, the “Principal Loan Amount”). Upon a Qualified Financing (as defined in the Notes), a Sale of the Company (as defined in the Notes) or a Reverse
Merger (as defined in the Notes), the Notes shall be subject to certain terms and conditions, in each case as defined and described in detail in the Notes; and 
 WHEREAS, the Company desires to enter into this Agreement to issue and sell the Notes and the Subscriber desires to purchase the principal amount of Notes set forth on the signature page hereto on
the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the promises and the mutual
representations and covenants hereinafter set forth, the parties hereto do hereby agree as follows: 
  

	I.	SUBSCRIPTION FOR NOTES AND REPRESENTATIONS BY SUBSCRIBER 

 1.1 Subject to the terms and conditions hereinafter set forth, the Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company that








 
portion of the aggregate principal amount of the Principal Loan Amount authorized to be issued by the Company set forth on the signature page hereto (the “Subscriber Loan
Amount”), in the form of either (i) immediately available U.S. dollars in the amount of such Subscription Loan Amount or (ii) to the extent permitted by the Existing Notes (as defined in the Note), the conversion of the Converted
Amount under the Existing Notes equal, in aggregate principal amount plus accrued and unpaid interest to but not including such Closing Date, to such Subscription Loan Amount, each delivered by wire transfer to: 

 

					
	Bank:	  	U.S. Bank Trust National Association	  	
	ABA Number:	  	091000022	  	
	Further Credit to Account Name:	  	U.S. Bank and Trust Corp Trust Acct	  	
	Account #:	  	180121167365	  	
	Final Beneficiary Recipient/Subacct:	  	Paramount BioCapital & Coronado Bio	  	
	SEI/Subacct Number:	  	120597000	  	
	Reference:	  	[Investor Name]	  	
	Attention:	  	Stefan Ronchetti	  	
		  	651-495-2148 (phone)	  	
		  	651-495-8087 (fax)	  	

 Upon acceptance by the Placement Agent and the Company of subscriptions for an amount of Notes equal to
at least the Minimum Offering, the Placement Agent and the Company shall have the right at any time thereafter, prior to the Offering Termination Date (as defined in Section 3.2), to effect an initial closing with respect to the Offering (the
“Initial Closing”). Thereafter, the Placement Agent and the Company shall continue to accept additional subscriptions for, and continue to have closings (together with the Initial Closing, each a “Closing” and the
date thereof the “Closing Date”) with respect to subscriptions for Notes from new or existing investors from time to time and at any time up to the Offering Termination Date. 

The Subscriber understands that the Company’s and the Placement Agent’s respective officers, directors, employees and/or
affiliates may purchase Notes in this Offering, which purchases may be used to satisfy the Minimum Offering. In addition, certain employees of the Placement Agent and its affiliates are current stockholders of the Company. 

1.2 The Subscriber recognizes that the purchase of the Notes involves a high degree of risk including, but not limited to, the following:
(a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) an investment in the Company is highly speculative, and only investors who
can afford the loss of their entire investment should consider investing in the Company and the Notes; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Notes and the securities issuable upon
conversion of the Notes (the Notes and such other securities sometimes hereinafter collectively referred to as the “Securities”) is extremely limited; (e) in the event of a disposition of the Securities, the Subscriber could
sustain the loss of its entire investment; and (f) the Company has not paid any dividends on its capital stock since its inception and does not anticipate paying any dividends in the foreseeable future. Without limiting the generality of the
representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned “Risk Factors.” 

  
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 1.3 The Subscriber represents that the Subscriber is an “accredited investor” as
such term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), as indicated by the Subscriber’s responses to the questions
contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Securities. If the Subscriber is a natural person, the Subscriber has reached the age of majority in the state or other jurisdiction
in which the Subscriber resides, has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time,
has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. 
 1.4
The Subscriber hereby acknowledges and represents that (a) the Subscriber has sufficient knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed,
unregistered and/or not traded on a national securities exchange, or the Subscriber has employed the services of a “purchaser representative” (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents
furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Securities in order to evaluate the merits and risks of such an investment on the Subscriber’s behalf; (b) the Subscriber
recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes. 
 1.5 The Subscriber hereby acknowledges receipt and careful review of this Agreement, the Note and the Memorandum (which includes the Risk Factors), including all exhibits thereto (collectively referred to
as the “Offering Materials”) and hereby represents that the Subscriber has been furnished by the Company during the course of the Offering with all information regarding the Company, the terms and conditions of the Offering and any
additional information that the Subscriber, its purchaser representative, attorney and/or accountant has requested or desired to know, and has been afforded the opportunity to ask questions of and receive answers from duly authorized officers or
other representatives of the Company concerning the Company and the terms and conditions of the Offering. 
 1.6 (a) In making
the decision to invest in the Securities, the Subscriber has relied solely upon the information provided by the Company in the Offering Materials. To the extent necessary, the Subscriber has retained, at its own expense, and relied upon appropriate
professional advice regarding the investment, tax and legal merits and consequences of this Agreement and the purchase of the Securities hereunder. The Subscriber disclaims reliance on any statements made or information provided by any person or
entity in the course of Subscriber’s consideration of an investment in the Securities other than the Offering Materials. The Subscriber acknowledges and agrees that (i) the Company has prepared the Offering Materials and that no other
person, including without limitation, the Placement Agent, has supplied any information for inclusion in the Offering Materials other than information furnished in writing to the Company by the Placement Agent specifically for inclusion in those
parts of the 

  
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Offering Materials relating specifically to the Placement Agent, (ii) the Placement Agent has no responsibility for the accuracy or completeness of the Offering Materials and (iii) the
Subscriber has not relied upon the independent investigation or verification, if any, that may have been undertaken by the Placement Agent. 
 (b) The Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Securities by the Company or the Placement Agent (or an authorized agent or representative of the Company
or the Placement Agent) with whom the Subscriber had a prior substantial pre-existing relationship and (ii) no Securities were offered or sold to it by means of any form of general solicitation or general advertising, and in connection
therewith, the Subscriber did not (A) receive or review any advertisement, article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed circuit, or generally
available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited by any general solicitation or general advertising. 
 1.7 The Subscriber hereby represents that the Subscriber, either by reason of the Subscriber’s business or financial experience or the business or financial experience of the Subscriber’s
professional advisors (who are unaffiliated with and not compensated by the Company or any affiliate or selling agent of the Company, including the Placement Agent, directly or indirectly), has the capacity to protect the Subscriber’s own
interests in connection with the transaction contemplated hereby. 
 1.8 The Subscriber hereby acknowledges that the Offering
has not been reviewed by the United States Securities and Exchange Commission (the “SEC”) nor any state regulatory authority since the Offering is intended to be exempt from the registration requirements of Section 5 of the
Securities Act pursuant to Regulation D promulgated thereunder. The Subscriber understands that the Securities have not been registered under the Securities Act or under any state securities or “blue sky” laws and agrees not to sell,
pledge, assign or otherwise transfer or dispose of the Securities unless they are registered under the Securities Act and under any applicable state securities or “blue sky” laws or unless an exemption from such registration is available.

 1.9 The Subscriber understands that the Securities have not been registered under the Securities Act or any state securities
laws by reason of a claimed exemption under the provisions of the Securities Act and such state securities laws that depends, in part, upon the Subscriber’s investment intention. The Subscriber hereby represents that the Subscriber is
purchasing the Securities for the Subscriber’s own account for investment and not with a view toward the resale or distribution to others. The Subscriber, if an entity, further represents that it was not formed for the purpose of purchasing the
Securities. 
 1.10 The Subscriber understands that there is no public market for the Securities and that no market may develop
for any of such Securities. The Subscriber understands that even if a public market develops for such Securities, Rule 144 (“Rule 144”) promulgated under the Securities Act requires for non-affiliates, among other conditions, a
minimum holding period prior to the resale (in limited amounts) of securities acquired in a non-public 

  
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offering without having to satisfy the registration requirements under the Securities Act. The Subscriber understands and hereby acknowledges that the Company is under no obligation to register
any of the Securities under the Securities Act or any state securities or “blue sky” laws other than as set forth in Article V. 
 1.11 The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Securities that such Securities have not been registered under the Securities Act or any state
securities or “blue sky” laws and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Subscriber is aware that the Company will make a notation in its appropriate records with
respect to the restrictions on the transferability of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following: 
 “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS”, AND
MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED.” 
 1.12 The Subscriber hereby represents that the address of the Subscriber furnished
by Subscriber on the signature page hereof is the Subscriber’s principal residence if Subscriber is an individual or its principal business address if it is a corporation or other entity. 

1.13 The Subscriber represents that the Subscriber has full power and authority (corporate, statutory and otherwise) to execute and
deliver this Agreement and to purchase the Securities. This Agreement constitutes the legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms. 

1.14 If the Subscriber is a corporation, partnership, limited liability company, trust, employee benefit plan, individual retirement
account, Keogh Plan, or other tax-exempt entity, (a) it is authorized and qualified to invest in the Company and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so and (b) it is duly
organized, validly existing and in good standing under the laws of the jurisdiction of its organization. 
 1.15 The Subscriber
acknowledges that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member firm, he or she must give such firm the notice required by NASD Rule 3050, receipt of which must be acknowledged by
such firm in Section 7.3 below. 

  
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 1.16 Subject to the provision below, the Subscriber hereby agrees that in the case of an
initial offering of the Company’s securities to the public pursuant to an effective registration statement under the Securities Act (the “IPO”), the Subscriber will not, without the prior written consent of the Company, offer,
pledge, sell, contract to sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, the Registrable Securities (as defined in Section 5.1) purchased or acquired by the Subscriber for a period of up to 180 days
from the effective date of the registration statement relating to the IPO (or such longer period, not to exceed 34 days after the expiration of the 180-day period, as the underwriters or the Company shall request in order to facilitate compliance
with NASD Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) and that the Subscriber will enter into an agreement with the Company or managing underwriter of the IPO to that effect. 

1.17 (a) The Subscriber agrees not to issue any public statement with respect to the Subscriber’s investment or proposed investment
in the Company or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except such disclosures as may be required under applicable law or under any applicable order, rule or
regulation. 
 (b) The Company agrees not to disclose the names, addresses or any other information about the Subscribers,
except as required by law, including without limitation the use of the name (but not the address) of the Subscriber in any registration statement filed pursuant to Article V in which the Subscriber’s shares are included and the disclosure of
such information in any subsequent offering memorandum if the Subscriber beneficially owns five percent (5%) or more of the Company’s voting capital stock. 
 1.18 The Subscriber represents and warrants that it has not engaged, consented to or authorized any broker, finder or intermediary to act on its behalf, directly or indirectly, as a broker, finder or
intermediary in connection with the transactions contemplated by this Agreement. The Subscriber hereby agrees to indemnify and hold harmless the Company from and against all fees, commissions or other payments owing to any such person or firm acting
on behalf of such Subscriber hereunder. 
 1.19 The Subscriber agrees to hold the Company and its directors, officers,
employees, affiliates, controlling persons and agents (including the Placement Agent and its officers, directors, employees, counsel, controlling persons and agents) and their respective heirs, representatives, successors and assigns harmless and to
indemnify them against all liabilities, costs and expenses incurred by them as a result of (a) any sale or distribution of the Securities by the Subscriber in violation of the Securities Act or any applicable state or foreign securities or
“blue sky” laws; or (b) any false representation or warranty or any breach or failure by the Subscriber to comply with any covenant made by the Subscriber in this Agreement (including the Confidential Investor Questionnaire contained
in Article VII herein) or any other document furnished by the Subscriber to any of the foregoing in connection with this transaction; provided, however, that in no event shall any indemnity under this Subsection 1.19 exceed the aggregate principal
amount of the Notes subscribed for by the Subscriber pursuant to this Agreement, except in the case of willful fraud by the Subscriber. 
 1.20 The Subscriber understands, acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company, in the sole and absolute discretion of the Company,
at any time before the Closing Date notwithstanding prior receipt by the Subscriber of notice of acceptance of the Subscriber’s subscription. 

  
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 1.21 The Subscriber acknowledges that the information contained in the Offering Materials or
otherwise made available to the Subscriber is confidential and non-public and agrees that all such information shall be kept in confidence by the Subscriber and neither used by the Subscriber for the Subscriber’s personal benefit (other than in
connection with this subscription) nor disclosed to any third party for any reason, notwithstanding that a Subscriber’s subscription may not be accepted by the Company; provided, however, that (a) the Subscriber may disclose such
information to its attorneys and advisors who may have a need for such information in connection with providing advice to the Subscriber with respect to its investment in the Company so long as such affiliates and advisors have an obligation of
confidentiality, and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof, (ii) becomes part of the public knowledge or literature
and readily accessible by publication (except as a result of a breach of this provision) or (iii) is received from third parties without an obligation of confidentiality (except third parties who disclose such information in violation of any
confidentiality agreements or obligations, including, without limitation, any subscription or other similar agreement entered into with the Company). 
 1.22 The Subscriber represents that no authorization, approval, consent or license of any person is required to be obtained for the purchase of the Securities by the Subscriber, other than as have been
obtained and are in full force and effect. 
 1.23 The Subscriber represents that the representations, warranties and agreements
of the Subscriber contained herein and in any other writing delivered in connection with the transactions contemplated hereby shall be true and correct in all respects on the date hereof and as of the Closing Date on which the Subscriber purchases
Notes as if made on and as of such date and shall survive the execution and delivery of this Agreement and the purchase of the Notes. The Subscriber agrees that the Company and the Placement Agent shall be entitled to rely on the representations,
warranties and agreements of the Subscriber contained herein. 
 1.24 The Subscriber understands, acknowledges and agrees with
the Company that, except as otherwise set forth herein, the subscription hereunder is irrevocable by the Subscriber, that, except as required by law, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of
the Subscriber hereunder and that this Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns. 

  
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 1.25 The Subscriber understands, acknowledges and agrees with the Company that the Offering
is intended to be exempt from registration under the Securities Act by virtue of the provisions of Regulation D thereunder, which is in part dependent upon the truth, completeness and accuracy of the representations and covenants made by the
Subscriber in this Agreement. 
 1.26 (a) Any Subscriber subject to jurisdiction in the European Economic Area
(“EEA”) either (i) is a qualified investor for the purposes of Directive 2003/71/EC of the European Parliament and the Council (a “Qualified Investor”); that is, a person falling within Article 2.1(e)(i), (ii) or
(iii) of such directive or a person authorized by any such jurisdiction to be considered as a qualified investor for the purposes of such directive, or (ii) it has notified the Placement Agent in writing that it is not a Qualified
Investor; 
 (b) Any EEA Subscriber entering into this Agreement and acquiring Securities is either (i) acting on its own
account and not for the account of or otherwise on behalf any other person or persons or (ii) if a Qualified Investor in the United Kingdom, it is acting as an agent in the circumstances contemplated in section 86(2) of the United Kingdom
Financial Services and Markets Act 2000; 
 (c) Any Subscriber, if in the United Kingdom, is (a) a person falling within
Article 19(5) of the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”) or (b) a person falling within Article 49(2)(a) to (d) of the FPO; 

(d) Each Subscriber acknowledges that neither the Placement Agent nor any person acting on its behalf is making any recommendations to
it or advising it regarding the suitability or merits of purchasing Securities or any transaction it may enter into in connection with the offering of the Securities, and acknowledges that its participation in the offering of Securities is on the
basis that it is not and will not be a client or customer of the Placement Agent and that neither the Placement Agent nor any person acting on its behalf has any duties or responsibilities to it for providing the protections afforded to their
clients or customers or for providing advice in relation to the offering of the Securities. 
  

	II.	REPRESENTATIONS BY AND COVENANTS OF THE COMPANY 

 The Company hereby represents and warrants to the Subscriber that: 
 2.1
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has full corporate power and authority to conduct its business as
currently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the property owned or leased by it 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 in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, operations, conditions
(financial or otherwise), properties, assets or results of operations of the Company (a “Material Adverse Effect”). The Company does not have any subsidiaries. 

  
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 2.2 Capitalization and Voting Rights. The authorized, issued and outstanding capital
stock of the Company is as set forth in the Memorandum and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in the Memorandum, there are no outstanding options,
warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase any shares of capital stock of the Company. Except as set forth in the Offering Materials and as otherwise required by law, there are no
restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), By-Laws or other governing
documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. 
 2.3
Authorization; Enforceability. The Company has all corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. All corporate action on the part of the Company, its directors and
stockholders necessary for the (i) authorization, execution, delivery and performance of this Agreement by the Company; and (ii) authorization, sale, issuance and delivery of the Notes contemplated hereby and the performance of the
Company’s obligations hereunder has been taken. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies, and to limitations of public policy. The
Notes, when issued and fully paid for in accordance with the terms of this Agreement, will be validly issued. Upon the issuance and delivery of the equity securities issuable upon conversion of the Notes in accordance with the terms thereof, such
equity securities will be validly issued, fully paid and nonassessable. The issuance and sale of the Securities contemplated hereby will not give rise to any preemptive rights or rights of first refusal on behalf of any person which have not been
waived in connection with this Offering. 
 2.4 No Conflict; Governmental Consents. 

(a) Except as would not reasonably be expected to have a Material Adverse Effect or have been waived, the execution and delivery by the
Company of this Agreement and the consummation of the transactions contemplated hereby will not result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of any court or governmental authority to or
by which the Company is bound, or of any provision of the Certificate of Incorporation or By-Laws of the Company, and will not conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute (with due notice or
lapse of time or both) a default under, any lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company is a party or by which it is bound or to which any of its properties or assets is
subject, nor result in the creation or imposition of any lien upon any of the properties or assets of the Company. 
 (b) No
consent, approval, authorization or other order of any governmental authority or other third party is required to be obtained by the Company in connection with the authorization, execution and delivery of this Agreement or with the authorization,
issue and sale 

  
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of the Securities, except as have been obtained or such filings as may be required to be made with the SEC and with any state or foreign blue sky or securities regulatory authority relating to an
exemption from registration thereunder. 
 2.5 Licenses. Except as would not reasonably be expected to have a Material
Adverse Effect, the Company has sufficient licenses, permits and other governmental authorizations currently required for the conduct of its business or ownership of properties and is in all material respects complying therewith. 

2.6 Litigation. The Company knows of no pending or threatened legal or governmental proceedings against the Company which
(i) adversely questions the validity of this Agreement or any agreements related to the transactions contemplated hereby or the right of the Company to enter into any of such agreements, or to consummate the transactions contemplated hereby or
thereby or (ii) could, if there were an unfavorable decision, have a Material Adverse Effect. There is no action, suit, proceeding or investigation by the Company currently pending in any court or before any arbitrator or that the Company
intends to initiate. 
 2.7 Investment Company. The Company is not an “investment company” within the meaning
of such term under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder. 
 2.8
Placement Agent. The Company has engaged, consented to and authorized the Placement Agent to act as agent of the Company in connection with the transactions contemplated by this Agreement, in accordance with the Placement Agency Agreement (as
defined in the Memorandum). The Company will pay the Placement Agent a commission in the form of both cash and warrants to purchase Common Stock as described in the Memorandum (the “Placement Warrants”) and will reimburse the
Placement Agent’s reasonable out-of-pocket expenses incurred in connection with the Offering up to $75,000, and the Company agrees to indemnify and hold harmless the Subscribers from and against all fees, commissions or other payments owing by
the Company to the Placement Agent or any other person or firm acting on behalf of the Company hereunder. 
 2.9 Financial
Statements. The financial statements of the Company included in Appendix C to the Memorandum (the “Financial Statements”) have been prepared in conformity with generally accepted accounting principles in the United States
(“GAAP”) consistently applied throughout the periods covered thereby, except as may be otherwise specified in such Financial Statements or the notes thereto, and except that unaudited financial statements do not contain all
footnotes and do not contain the cash flow statement required by GAAP, and fairly present in all material respects the financial condition of the Company as of the dates thereof and the results of operations and cash flows for the periods then
ended, subject, in the case of unaudited statements, to normal year-end audit adjustments. Since the date of the most recent balance sheet included as part of the Financial Statements, there has not been to the Company’s knowledge: (i) any
change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate would
reasonably be expected to have a Material Adverse Effect; or (ii) any other event or condition of any character 

  
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that, either individually or cumulatively, would reasonably be expected to have a Material Adverse Effect, except for the expenses incurred in connection with the transactions contemplated by
this Agreement. 
 2.10 Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its
properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease,
encumbrance or charge, other than (a) those resulting from taxes which have not yet become delinquent; (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the
operations of the Company; (c) those that have otherwise arisen in the ordinary course of business; and (d) those that would not reasonably be expected to have a Material Adverse Effect. The Company is in compliance with all material terms
of each lease to which it is a party or is otherwise bound. 
 2.11 Patents and Trademarks. Except as would not
reasonably be expected to have a Material Adverse Effect or as disclosed in the Memorandum, to the Company’s knowledge, (i) the Company owns or possesses adequate licenses or other rights to use all patents, patent applications,
trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, manufacturing processes, formulae, trade secrets, licenses, customer lists and know how (collectively, “Intellectual Property”) ,
(ii) the Company has not received any communications alleging that the Company has violated or, by conducting its business as conducted, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or
other proprietary rights or processes of any other person or entity, nor is the Company aware of any basis therefor and (iii) no claim is pending or, to the Company’s knowledge after due inquiry, threatened to the effect that any
Intellectual Property owned or licensed by the Company, or which the Company otherwise has the right to use, is invalid or unenforceable by the Company. 
 2.12 Obligations to Related Parties. Except as disclosed in the Memorandum or as would not reasonably be expected to have a Material Adverse Effect, there are no obligations of the Company to
officers, directors, stockholders, or employees of the Company other than (a) for payment of salary or other compensation for services rendered, (b) reimbursement for reasonable expenses incurred on behalf of the Company, (c) standard
indemnification provisions in the certificate of incorporation and by-laws, and (d) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan
approved by the Board of Directors of the Company). Except as may be disclosed in the Financial Statements, the Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. 

2.13 Employee Relations; Employee Benefit Plans. The Company is not a party to any collective bargaining agreement or a union
contract. The Company believes that its relations with its employees are good. No executive officer (as defined in Rule 501(f) of the Securities Act) of the Company has notified the Company that such officer intends to leave the Company or otherwise
terminate such officer’s employment with the Company. The Company is in compliance with all federal, state, local and foreign laws and regulations respecting 

  
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employment and employment practices, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the Memorandum, the Company does not maintain any compensation or benefit plan, agreement, arrangement or commitment (including, but not limited to, “employee
benefit plans”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) for any present or former employees, officers or directors of the Company or with respect to which
the Company has liability or makes or has an obligation to make contributions, other than any such plans, agreements, arrangements or commitments made generally available to the Company’s employees. 

2.14 Environmental Laws. To its knowledge, the Company (i) is in compliance with any and all Environmental Laws (as
hereinafter defined), (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such permit,
license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental
Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata),
including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the
environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions,
judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder. 
 2.15 Tax Status. To the best of the Company’s knowledge, the Company (i) has made or filed all federal and state income and all other 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, except those being contested in
good faith and (iii) has set aside on its books provision reasonably adequate for the payment of all 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 Company knows of no basis for any such claim. 

2.16 Absence of Certain Changes. Since the date of the Memorandum, there has been no change in the business, operations,
conditions (financial or otherwise), prospects, assets or results of operations of the Company or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. 

2.17 Ranking of Notes; Issuance of New Debt. On the Closing Date, the Notes will rank pari passu with all of
the Company’s existing indebtedness. Following the Closing Date, as long as any Note remains outstanding, the Company will not, without the prior written consent of the holders of Notes evidencing at least sixty-six and two-thirds percent (66  2/3%) of


  
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the Principal Loan Amount then outstanding, incur indebtedness for borrowed money (“New Debt”) in favor of any person or entity (each a “New Lender”) which indebtedness is
secured or otherwise senior in priority to any Note issued to any subscriber pursuant to this Agreement or any substantially similar agreement. No consent of the holders of Notes will be required for issuances by the Company of unsecured
indebtedness that ranks pari passu with, or junior to, the Notes. 
 2.18 Disclosure. The information set forth in the
Offering Materials as of the date hereof contains no untrue statement of a material fact nor omits to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not
misleading. 
  

	III.	TERMS OF SUBSCRIPTION 


3.1 The minimum purchase that may be made by any prospective investor shall be $50,000 aggregate principal amount of Notes. Subscriptions
for investment below the minimum investment may be accepted at the discretion of the Placement Agent and the Company. The Company and the Placement Agent reserve the right to reject any subscription made hereby, in whole or in part, in their sole
discretion. The Company’s agreement with each Subscriber is a separate agreement and the sale of the Notes to each Subscriber is a separate sale. 
 3.2 Pending the sale of the Notes, all funds paid hereunder shall be deposited by the Company in escrow with US Bank Trust NA, having a branch at 100 Wall Street, Suite 1600, New York, New York 10005.
This Offering will terminate on the earlier of (i) the Company’s acceptance of subscriptions for the Maximum Amount, or (ii) February 29, 2008, unless terminated at an earlier time or extended by the mutual agreement of the
Placement Agent and the Company without notice to prospective investors for up to an additional sixty (60) days (the “Offering Termination Date”). The Company reserves the right to withdraw or cancel this Offering and to accept
or reject any subscription in whole or in part, in its sole discretion. The Subscriber hereby authorizes and directs the Company and the Placement Agent to direct the Escrow Agent to return any funds for unaccepted subscriptions to the same account
from which the funds were drawn, without interest. 
 3.3 At any time after the Company has received
subscriptions and related funds for the Minimum Offering (not including any subscriptions for any Converted Amount), but prior to the Offering Termination Date, the Company may conduct a Closing and may conduct subsequent Closings on an interim
basis until the Maximum Amount has been obtained or until the Offering Termination Date. Each Closing shall occur at the offices of the Placement Agent at 787 Seventh Avenue, 48th Floor, New York, NY 10019. 
 3.4 The Note purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber promptly following the Closing at which such purchase takes place. The Subscriber hereby
authorizes and directs the Company to deliver the Note purchased by the Subscriber pursuant to this Agreement to the residential or business address indicated on the signature page hereto. 

  
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	IV.	CONDITIONS TO OBLIGATIONS OF THE PARTIES 

 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the
applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: 

(a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects.

 (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to
the date of such Closing shall have been performed or complied with in all material respects. 
 (c) There shall not then be in
effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. 
 (d) There shall
not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement).

 4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is
subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: 

(a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects.

 (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. 

(c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such
Closing shall have been performed or complied with in all material respects. 
 (d) There shall not then be in effect any legal
or other order enjoining or restraining the transactions contemplated by this Agreement. 
 (e) There shall not be in effect
any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 

(f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent
may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit B, which opinion will be subject to standard qualifications and assumptions. 

  
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 (g) The Placement Agent shall have received an Officer’s Certificate addressed to the
Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate
in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made
directly to the Placement Agent. 
  

	V.	REGISTRATION RIGHTS 

 5.1
Definitions. As used in this Agreement, the following terms shall have the following meanings. 
 (a) The term
“Holder” shall mean any holder of Registrable Securities. 
 (b) The terms “register”,
“registered” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or order of
effectiveness of such registration statement or document. 
 (c) The term “Registrable Securities” shall mean
(i) the shares of equity securities issuable upon conversion of the Notes sold in the Offering (or any successor security); and (ii) any shares of equity securities issuable (or issuable upon the conversion or exercise of any warrant,
right or other security that is issued) pursuant to a dividend or other distribution with respect to or in replacement of any Securities; provided, however, that securities shall only be treated as Registrable Securities if and only for so long as
they (A) have not been disposed of pursuant to a registration statement declared effective by the SEC; (B) have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that
all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale; (C) are held by a Holder or a permitted transferee of a Holder pursuant to Section 5.11; or (D) may not be disposed
of under Rule 144(k) under the Securities Act without restriction. 
 (d) The term “Trading Event” means the
first date on which the Company’s Common Stock trades on a national securities exchange or the Over-the-Counter Bulletin Board. 
 5.2 Piggyback Registration. 
 (a) The Company agrees that if, at any time,
and from time to time, after the earlier to occur of (i) an initial public offering of the Company’s equity securities pursuant to a registration statement declared effective by the Securities and Exchange Commission (“IPO”) and
(ii) a Trading Event, the Board of Directors of the Company (the 

  
 15 









 
“Board”) shall authorize the filing of a registration statement under the Securities Act (other than the filing of a registration statement pursuant to the IPO or a registration
statement on Form S-8, Form S-4 or any other form that does not include substantially the same information as would be required in a form for the general registration of securities) in connection with the proposed offer of any of its securities by
it or any of its stockholders, the Company shall: (A) promptly notify each Holder that such registration statement will be filed and that the Registrable Securities then held by such Holder will be included in such registration statement at
such Holder’s request; (B) subject to Section 5.7, cause such registration statement to cover all of such Registrable Securities issued to such Holder for which such Holder requests inclusion; (C) use reasonable best efforts to
cause such registration statement to become effective as soon as practicable; and (D) take all other reasonable action necessary under any Federal or state law or regulation of any governmental authority to permit all such Registrable
Securities that have been issued to such Holder to be sold or otherwise disposed of, and will maintain such compliance with each such Federal and state law and regulation of any governmental authority for the period necessary for such Holder to
promptly effect the proposed sale or other disposition. 
 (b) Notwithstanding any other provision of this Section 5.2,
the Company may at any time, abandon or delay any registration commenced by the Company. In the event of such an abandonment by the Company, the Company shall not be required to continue registration of shares requested by the Holder for inclusion
and the Holder shall retain the right to request inclusion of shares as set forth above. 
 5.3 Demand Registration.

 (a) Registration on Request. 
 (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable
Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities
owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. 
 (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the
registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration;
provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It
is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration
in any 12-month period. 

  
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 (iii) Each request made by one or more of the Holders pursuant to subsection (i) or
(ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the
Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use its best efforts to file, within 60 days of such request, a registration statement under the Securities Act with respect
to the Registrable Securities that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the
Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the
Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed.
The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested
registration is not less than the minimum amount required pursuant to this Section 5.3. 
 (b) Limitations on Demand
Registration. Notwithstanding Section 5.3(a), the Company shall not be obligated to file a registration statement relating to a registration request pursuant to this Section 5.3 at any time during the 180-day period immediately
following the effective date of any registration statement filed by the Company (other than on Form S-8 or S-4 or any other form that does not include substantially the same information as would be required in a form for the general registration of
securities); and if the Board determines, in its good faith judgment, that the Company (i) should not file any registration statement otherwise required to be filed pursuant to Section 5.3 or (ii) should withdraw any such previously
filed registration statement because the Board determines, in its good faith judgment, that the Company is in the possession of material nonpublic information required to be disclosed in such registration statement or an amendment or supplement
thereto, the disclosure of which in such registration statement would be materially disadvantageous to the Company (a “Disadvantageous Condition”), the Company shall be entitled to postpone for the shortest reasonable period of time
(but not exceeding 90 days from the date of the determination), the filing of such registration statement or, if such registration statement has already been filed, may suspend or withdraw such registration statement and shall promptly give the
Holders written notice of such determination and an approximation of the anticipated delay. Upon the receipt of any such notice, such Holders shall forthwith discontinue use of the prospectus contained in such registration statement and, if so
directed by the Company, shall deliver to the Company all copies of the prospectus then covering such Registrable Securities current at the time of receipt of such notice (or, if no registration statement has yet been filed, all drafts of the
prospectus covering such Registrable Securities). If any Disadvantageous Condition shall cease to exist, the Company shall promptly notify the Holders to such effect. If any registration statement shall have been withdrawn, the Company shall, at
such time as it is possible or, if earlier, at the end of the 90-day period following such withdrawal, file a new registration statement covering the Registrable Securities that were covered by such withdrawn registration statement. The
Company’s right to delay a request for registration or to withdraw a registration statement pursuant to this Section 5.3 may not be exercised more than once in any one-year period. 

  
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 5.4 Registration Procedures. Whenever required under this Article V to include
Registrable Securities in a Company registration statement, the Company shall, as expeditiously as reasonably possible: 
 (a)
Use reasonable best efforts to (i) cause such registration statement to become effective, and (ii) cause such registration statement to remain effective in accordance with Section 5.12 hereof. The Company will also use its reasonable
best efforts to, during the period that such registration statement is required to be maintained hereunder, file such post-effective amendments and supplements thereto as may be required by the Securities Act and the rules and regulations thereunder
or otherwise to ensure that the registration statement does not contain any untrue statement of material fact or omit to state a fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances
under which they are made, not misleading; provided, however, that if applicable rules under the Securities Act governing the obligation to file a post-effective amendment permits, in lieu of filing a post-effective amendment that (i) includes
any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the Company may incorporate by
reference information required to be included in (i) or (ii) in the preceding sentence to the extent such information is contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration
statement. In the event that the Company becomes qualified for the use of Form S-3 or any successor form at a time when any registration statement on any other Form which includes Registrable Securities is required to be maintained hereunder, the
Company shall, upon the request of any Selling Holder, subject to Section 5.5, (i) as expeditiously as reasonably possible, use reasonable best efforts to cause a Short-Form Registration covering such Registrable Securities to become
effective and (ii) comply with each of the other requirements of this Section 5.4 which may be applicable thereto. Upon the effectiveness of such Short-Form Registration, the Company shall be relieved of its obligations hereunder to keep
in effect the registration statement which initially covered the Registrable Securities included in such Short-Form Registration. 
 (b) Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with
the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement. 

(c) Furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus as amended or supplemented
from time to time, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them. 

(d) Use reasonable best efforts to register and qualify the securities covered by such registration statement under the state securities
laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided, however, that the Company shall 

  
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not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states, unless the Company is already
subject to service in such jurisdiction and except as may be required by the Securities Act. 
 (e) In the event of any
underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each selling Holder participating in such underwriting shall also
enter into and perform its obligations under such an agreement. 
 (f) Notify each Holder of Registrable Securities covered by
such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, (i) when the registration statement or any post-effective amendment and supplement thereto has become effective;
(ii) of the issuance by the SEC of any stop order or the initiation of proceedings for that purpose (in which event the Company shall make every effort to obtain the withdrawal of any order suspending effectiveness of the registration statement
at the earliest possible time or prevent the entry thereof); (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the
initiation of any proceeding for such purpose; and (iv) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing (and each Holder agrees to suspend any trading under the Registration Statement until such
condition is abated). 
 (g) Cause all such Registrable Securities registered hereunder to be listed on each securities
exchange or quotation service on which similar securities issued by the Company are then listed or quoted or, if no such similar securities are listed or quoted on a securities exchange or quotation service, apply for qualification and use
reasonable best efforts to qualify such Registrable Securities for inclusion on a national securities exchange or the Over-the-Counter Bulletin Board. 
 (h) Provide a transfer agent and registrar for all Registrable Securities registered hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of
such registration. 
 (i) Cooperate with the selling Holders and the managing underwriters, if any, to facilitate the timely
preparation and delivery of certificates representing the Registrable Securities to be sold, which certificates will not bear any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as
the managing underwriters, if any, shall request at least two business days prior to any sale of the Registrable Securities to the underwriters. 
 5.5 Furnish Information. It shall be a condition precedent to the obligation of the Company to take any action pursuant to this Article V with respect to the Registrable Securities of any Holder
that such Holder shall furnish to the Company such information regarding the Holder, the Registrable Securities held by the Holder, and the intended method of disposition of such securities as shall be reasonably required by the Company to effect
the registration of such Holder’s Registrable Securities. 

  
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 5.6 Registration Expenses. The Company shall bear and pay all expenses incurred in
connection with any registration, filing or qualification of Registrable Securities with respect to registrations pursuant to Sections 5.2 or 5.3 for each Holder, including (without limitation) all registration, filing, and qualification fees,
printers and accounting fees relating or apportionable thereto (“Registration Expenses”), but excluding underwriting discounts and commissions relating to Registrable Securities and excluding any professional fees or costs of
accounting, financial or legal advisors to any of the Holders. 
 5.7 Underwriting Requirements. In connection with any
offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms
of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company
that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the
underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of securities entitled to be included
therein owned by each selling Holder or in such other proportions as shall mutually be agreed to by such selling Holders). For purposes of the preceding parenthetical concerning apportionment, for any selling Holder who is a holder of Registrable
Securities and is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing
persons shall be deemed to be a single “selling Holder”, and any pro-rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and
individuals included in such “selling Holder”, as defined in this sentence. 
 5.8 Delay of Registration. No
Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article V. 

5.9 Indemnification. In the event that any Registrable Securities are included in a registration statement under this Article V:

 (a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as defined in
the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they
may become subject under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or 

  
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are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, or any rule or regulation promulgated under the Securities Act, or
the Exchange Act, and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in this Section 5.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person or a violation of any provision of this Agreement by a
Holder. 
 (b) To the extent permitted by law, each Selling Holder will indemnify and hold harmless the Company, each of its
directors, each of its officers, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, or the Exchange Act, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration or a violation of any provision of this Agreement by a Holder; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Section 5.9(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 5.9(b)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, further,
that, in no event shall any indemnity under this Section 5.9(b) exceed the greater of the cash value of the (i) gross proceeds from the offering received by such Holder or (ii) such Holder’s investment pursuant to this Agreement
as set forth on the signature page attached hereto. 
 (c) Promptly after receipt by an indemnified party under this
Section 5.9 of notice of the commencement of any action (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.9, deliver to the
indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly


  
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notified, to assume the defense thereof with counsel selected by the indemnifying party and approved by the indemnified party (whose approval shall not be unreasonably withheld); provided,
however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel
in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any
liability to the indemnified party under this Section 5.9, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this
Section 5.9. 
 (d) If the indemnification provided for in this Section 5.9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage, or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the
amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party
on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified
party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the alleged omission to state a material fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. 
 (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public
offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 
 (f) The
obligations of the Company and Holders under this Section 5.9 shall survive the completion of any offering of Registrable Securities in a registration statement under this Article V, and otherwise. 

5.10 Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144 and
any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3, the Company agrees to: 

(a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after 90 days after
the effective date of the IPO or Trading Event by the Company; 

  
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 (b) file with the SEC in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act; and 
 (c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (ii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form. 
 5.11 Permitted Transferees. The rights to cause the Company to register Registrable Securities granted to the Holders by the Company under this Article V may be assigned in full by a Holder in
connection with a transfer by such Holder of its Registrable Securities if: (a) such transferee agrees in writing to comply with the terms and provisions of this Agreement; (b) such transfer is otherwise in compliance with this Agreement;
(c) such transfer is otherwise effected in accordance with applicable securities laws; and (d) such Holder transfers at least 51% of its shares of Registrable Securities to the transferee. Except as specifically permitted by this
Section 5.11, the rights of a Holder with respect to Registrable Securities as set out herein shall not be transferable to any other Person, and any attempted transfer of such registration rights shall by void. 

5.12 Termination of Registration Rights. The right of any Holder to request or demand inclusion in any registration pursuant to
Section 5.2 and Section 5.3 shall terminate if all Registrable Securities held by such Holder may immediately be sold under Rule 144 without restriction. 
  

	VI.	MISCELLANEOUS 

 6.1 Any
notice or other communication given hereunder shall be deemed sufficient if in writing and sent by registered or certified mail, return receipt requested, or delivered by hand against written receipt therefor, addressed as follows: 

if to the Company, to it at: 
 Coronado Biosciences, Inc. 
 4365 Executive Drive, Suite 1500 

San Diego, CA 92121 
 Facsimile: 
 Attn: President 

  
 23 









 With a copy to: 
 Cooley Godward Kronish LLP 
 4401 Eastgate Mall 

San Diego, CA 92121 
 Facsimile: (858) 550-6420 
 Attn: Jason Kent, Esq. 

Paramount BioCapital, Inc. 
 787 Seventh Avenue, 48th Floor 
 New York, NY 10019 

Facsimile: (212) 554-4355 
 Attn: Basil Christakos 
 if to the Subscriber, to the Subscriber’s address
indicated on the signature page of this Agreement. 
 Notices shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or delivered when received. 
 6.2
Except as otherwise expressly provided herein, any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either
for a specified period of time or indefinitely) with the written consent of the Company and (a) subscribers holding Notes evidencing at least sixty six and two-thirds percent (66  2/3%) of the then outstanding Principal Loan Amount of the Notes issued
pursuant to this Agreement and substantially similar agreements, so long as the Notes are outstanding; and (b) holders of sixty six and two-thirds percent (66
 2/3%) of the Registrable Securities, if the Notes
are no longer outstanding. Any amendment or waiver effected in accordance with this Section 6.2 shall be binding upon the Subscriber and the Company (even if the Subscriber does not consent to such amendment or waiver), and upon the
effectuation of each such amendment or waiver, the Company shall promptly give written notice thereof to the Subscriber if the Subscriber has not previously consented thereto in writing. 

6.3 Subject to the provisions of Section 5.11, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions,
agreements and understandings of any and every nature among them. 
 6.4 Upon the execution and delivery of this Agreement by
the Subscriber, this Agreement shall become a binding obligation of the Subscriber with respect to the purchase of Notes as herein provided, subject, however, to the right hereby reserved by the Company to enter into the same agreements with other
subscribers and to add and/or delete other persons as subscribers. 

  
 24 









 6.5 NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES
HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE AND PROCEDURAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF
CONFLICTS OF LAW. IN THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE STATE AND FEDERAL COURTS SITTING IN THE BOROUGH OF MANHATTAN, COUNTY OF NEW YORK. THE
PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID VENUE. 
 6.6 The holding of any
provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be declared
by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the
remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or
provision unless so expressed herein. 
 6.7 It is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent breach by that same party. 
 6.8 The parties agree
to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Agreement. 

6.9 This Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. 
 6.10 Nothing in this Agreement shall create or be deemed to create any rights in any
person or entity not a party to this Agreement, except (a) for the holders of Registrable Securities; (b) for the Placement Agent pursuant to Sections 1.6(a), 1.23 and 3.1 hereof, (c) for the indemnified parties (including without
limitation the Placement Agent and its sub agents, if any) pursuant to Section 5.9 hereof; and (d) that the Placement Agent may rely upon the representations and acknowledgements of the Subscriber in Articles I and VII hereof and the
representations and warranties of the Company in Article II hereof. 
 Remainder of Page Intentionally Left Blank.


  
 25 










	VII.	CONFIDENTIAL INVESTOR QUESTIONNAIRE 

 7.1 ALL INVESTORS - The undersigned represents and warrants as indicated below by the undersigned’s mark: 

 

			
	 A.
	 	Individual investors: (Please mark one or more of the following statements)
		
	 1.            
	 	I certify that I am an accredited investor because I have had individual income (exclusive of any income earned by my spouse) of more than $200,000 in each of the most recent two
years and I reasonably expect to have an individual income in excess of $200,000 for the current year.
		
	 2.            
	 	I certify that I am an accredited investor because I have had joint income with my spouse in excess of $300,000 in each of the most recent two years and reasonably expect to have
joint income with my spouse in excess of $300,000 for the current year.
		
	 3.            
	 	I certify that I am an accredited investor because I have an individual net worth, or my spouse and I have a joint net worth, in excess of $1,000,000.
		
	 4.            
	 	I am a director or executive officer of Coronado Biosciences, Inc.
		
	 B.
	 	Partnerships, corporations, trusts or other entities: (Please mark one of the following seven statements). The undersigned hereby certifies that it is an accredited
investor because it is:
		
	 1.            
	 	an employee benefit plan whose total assets exceed $5,000,000;
		
	 2.            
	 	an employee benefit plan whose investments decisions are made by a plan fiduciary which is either a bank, savings and loan association or an insurance company (as defined in
Section 3(a) of the Securities Act) or an investment adviser registered as such under the Investment Advisers Act of 1940;
		
	 3.            
	 	a self-directed employee benefit plan, including an Individual Retirement Account, with investment decisions made solely by persons that are accredited
investors;
		
	 4.            
	 	an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring the Shares, with total assets in
excess of $5,000,000;
		
	 5.            
	 	a corporation, partnership, limited liability company, limited liability partnership, other entity or similar business trust, not formed for the specific purpose of acquiring the
Notes, with total assets excess of $5,000,000;
		
	 6.            
	 	a trust, not formed for the specific purpose of acquiring the Notes, with total assets exceed $5,000,000, whose purchase is directed by a person who has such knowledge and
experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Notes; or


  
 26 










			
	 7.            
	 	an entity (including a revocable grantor trust but other than a conventional trust) in which each of the equity owners qualifies as an accredited investor.

 7.2 EUROPEAN ECONOMIC AREA (“EEA”) INVESTORS - The undersigned further represents and
warrants as indicated below by the undersigned’s mark: 
  

	A.	Please mark one of the following statements: 

 either 

1.            The undersigned hereby certifies that it is a Qualified
Investor for the purposes of Directive 2003/71/EC because it is a person falling within Article 2.1(e)(i), (ii) or (iii) of such directive or a person authorized by a jurisdiction in the EEA to be considered as a qualified investor for the
purposes of such directive; 
 or 

2.            The undersigned hereby certifies that it is not a
Qualified Investor for the purposes of Directive 2003/71/EC. 
  

	B.	Please mark one of the following statements. 

 1.            The undersigned hereby certifies that it is acting on its own account and not for the account of or otherwise on behalf of
any person or persons; or 
 2.            The undersigned is
in the United Kingdom and is a Qualified Investor for the purposes of Directive 2003/71/EC and is acting as an agent in the circumstances contemplated in section 86(2) of the United Kingdom Financial Services and Markets Act 2000. 

 

	C.	Please mark the following statement: 

 1.            The undersigned hereby certifies that it has not received any recommendation from the Placement Agent nor any person acting
on their behalf in relation to the purchase of the Securities. 
  

	D.	Please mark one of the following statements: 

 1.            The undersigned hereby certifies that it is not in the United Kingdom. 

2.            The undersigned hereby certifies that it is a person
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”). 

3.            The undersigned hereby certifies that it is a person
falling within Article 49(2)(a) to the (d) of the FPO. 

  
 27 









 7.3 ALL INVESTORS - The undersigned further represents and warrants as indicated below
by the undersigned’s mark: 
 FINRA AFFILIATION. 
 Are you affiliated or associated with an FINRA member firm: 
 Yes
                             No
             
 If Yes, please describe: 

                         
                                         
                                         
                          
                                  
                                         
                                         
                  

                         
                                         
                                         
                          
  

	*	If subscriber is a Registered Representative with an FINRA member firm, have the following acknowledgment signed by the appropriate party: 


The undersigned FINRA member firm acknowledges receipt of the notice required by NASD Rule 3050. 

 

			
	  
 Name of FINRA Member
Firm

		
	By:	 	  

		 	        Authorized Officer


			
		
	Date:	 	  


 7.4 ALL INVESTORS - Indicate manner in which title is to be held (circle one) 

 

	 	(a)	Individual Ownership 


	 	(b)	Community Property 


	 	(c)	Joint Tenant with Right of Survivorship (both parties must sign) 


	 	(d)	Partnership 


	 	(e)	Tenants in Common 


	 	(f)	Corporation 


	 	(g)	Limited Liability Company 


	 	(h)	Trust 


	 	(i)	Other 


  
 28 









 7.5 ALL INVESTORS - Please answer each question. 

SUITABILITY 
 (a) For an individual Subscriber,
please describe your current employment, including the company by which you are employed and its principal business: 
  

 
  

 
  

 
  

 

                         
                                         
               
 (b) For an individual Subscriber, please describe any
college or graduate degrees held by you: 
  
  

 
  
  

 

                         
                            
 (c) For all Subscribers, please list types of prior investments: 
  

 
  

 
  

 

                         
                            
 (d) For all Subscribers, please state whether you have you participated in other private placements before: 
 YES                             NO  
            
 (e) If your answer to question 7.5(d) above was “YES”, please
indicate frequency of such prior participation in private placements of: 
  

							
	 	  	 Public
 Companies
	  	 Private
 Companies
	  	 Public or Private
 Biopharmaceutical Companies

	 Frequently
	  		  		  	
	 Occasionally
	  		  		  	
	 Never
	  		  		  	

 (f) For individual Subscribers, do you expect your current level of income to significantly decrease in the foreseeable
future: 

YES                     
        NO              

  
 29 









 (g) For trust, corporate, partnership and other institutional Subscribers, do you expect your total assets
to significantly decrease in the foreseeable future: 

YES                     
        NO              
 (h)
For all Subscribers, do you have any other investments or contingent liabilities which you reasonably anticipate could cause you to need sudden cash requirements in excess of cash readily available to you: 

YES                     
        NO              
 (i)
For all Subscribers, are you familiar with the risk aspects and the non-liquidity of investments such as the securities for which you seek to subscribe? 
 YES                             NO  
            
 (j) For all Subscribers, do you understand that there is no guarantee
of financial return on this investment and that you run the risk of losing your entire investment? 

YES                     
        NO              
 7.6 The undersigned is informed of the significance to the Company of the foregoing representations and answers contained in the Confidential Investor Questionnaire contained in this Article VII and such
answers have been provided under the assumption that the Company will rely on them. 
  

			
	Signature:	 	  

		 	  

		 	(If purchased jointly)
		
	Print Name:	 	  

		 	  

		 	(If purchased jointly)
		
	Date:	 	  



  
 30 









 AGGREGATE PRINCIPAL AMOUNT OF NOTES = $         (TOTAL
INVESTMENT) 
  

					
	  
	 		 	  

	Signature	 		 	Signature (if purchasing jointly)
	  
  
	 		 	  

	Name Typed or Printed	 		 	Name Typed or Printed
	  
  
	 		 	  

	Entity Name	 		 	Entity Name
	  
  
	 		 	  

	Address	 		 	Address
	  
  
	 		 	  

	City, State and Zip Code	 		 	City, State and Zip Code
	  
  
	 		 	  

	Telephone-Business	 		 	Telephone—Business
	  
  
	 		 	  

	Telephone-Residence	 		 	Telephone—Residence
	  
  
	 		 	  

	Facsimile-Business	 		 	Facsimile—Business
	  
  
	 		 	  

	Facsimile-Residence	 		 	Facsimile—Residence
	  
  
	 		 	  

	Tax ID # or Social Security #	 		 	            Tax ID # or Social Security #


			
	  
 Name in which securities should be issued:
	  	  


 Dated:             , 2008 







 This Note Purchase Agreement is agreed to and accepted as of March 28, 2008.

  

			
	 CORONADO BIOSCIENCES, INC.

 

	By:	 	  




			
	Name:	 	RJ Tesi, M.D.
	Title:	 	President and Chief Executive Officer









 Annex A 
 CERTIFICATE OF SIGNATORY 
 (To be completed if Securities are 

being subscribed for by an entity) 
 I,                    , am the
                     of
                             (the “Entity”). 

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Note Purchase Agreement and to purchase and
hold the Securities, and certify further that the Note Purchase Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity. 

IN WITNESS WHEREOF, I have set my hand this      day of         , 2008.

  

	
	  

	(Signature)









 EXHIBIT A 

Form of Note 
 See Appendix B 







 EXHIBIT B 

Substantive Paragraphs of Legal Opinion 
 1. The Company has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Delaware. 

2. The Company has the requisite corporate power to own its property and assets and to conduct its business as it is currently
being conducted as described in the Memorandum. 
 3. The Company has the requisite corporate power to execute, deliver
and perform its obligations under the Transaction Documents. 
 4. Each of the Purchase Agreement and the Escrow
Agreement has been duly and validly authorized, executed and delivered by the Company and such agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as rights to
indemnity and contribution under Section 5.9 of the Purchase Agreement may be limited by applicable laws and except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization,
arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to and limited by general equity principles and to limitations on availability of equitable relief, including specific performance. 

5. The Notes have been duly authorized and executed by the Company and when delivered to and paid for by the Subscribers each such
Note will be a valid and binding obligation of the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, arrangement, moratorium or other
similar laws affecting creditors’ rights, and subject to and limited by general equity principles and to limitations on availability of equitable relief, including specific performance. 

6. To our knowledge, the issuance of the Notes will not violate any preemptive or similar rights under the DGCL or the
Company’s Certificate of Incorporation which have not been waived. 
 7. The execution and delivery of the
Transaction Documents by the Company and the issuance of the Notes pursuant thereto (i) do not violate any provision of the Company’s Certificate of Incorporation or Bylaws, (ii) do not constitute a default under or a material breach
of any Material Agreement, and (iii) do not violate (a) the DGCL or any other governmental statute, law, rule or regulation which in our experience is typically applicable to transactions of the nature contemplated by the Transaction
Documents or (b) any order, writ, judgment, injunction, decree, determination or award which has been entered against the Company and of which we are aware, in each case to the extent the violation of which would materially and adversely affect
the Company. 
 8. To our knowledge, there is no action, proceeding or investigation pending or overtly threatened
against the Company before any court or administrative agency that questions the validity of the Transaction Documents or that could reasonably be expected to result, either individually or in the aggregate, in a material adverse effect on the
Company. 







 9. The offer and sale of the Notes, the Conversion Shares and the Placement Agent
Warrant are exempt from the registration requirements of the Securities Act of 1933, as amended, subject to the timely filing of a Form D pursuant to Securities and Exchange Commission Regulation D.