Series B Preferred Stock Purchase Agreement, dated July 23, 2008



 Exhibit 10.1 
 SERIES B PREFERRED STOCK PURCHASE AGREEMENT 









 SERIES B PREFERRED STOCK PURCHASE AGREEMENT 
 THIS SERIES B PREFERRED STOCK PURCHASE AGREEMENT is made as of the 23rd day of July, 2008 by and among Nanotope, Inc., a Delaware corporation (the
“Company”), Arrowhead Research Corporation, a Delaware corporation, and the investors listed on Exhibit A attached to this Agreement (each an “Initial Purchaser”) and the investors listed on Exhibit A
attached to this Agreement (each a “Subsequent Purchasers” and together with the Initial Purchasers, the “Purchasers”). 
 The parties hereby agree as follows: 
 1. Purchase and Sale of Preferred Stock. 
 1.1 Sale and Issuance of Series B Preferred Stock. 
 (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Initial Closing (as defined
below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”). 
 (b) Subject to the terms and conditions of this Agreement, the Initial Purchaser agrees to purchase at the each of the Initial Closing and
Subsequent Closing (as defined below) and the Company agrees to sell and issue to the Initial Purchaser at the Initial Closing and Subsequent Closing that number of shares of Series B Preferred Stock, $0.001 par value per share (the “Series
B Preferred Stock”), set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of $1.11 per share. The shares of Series B Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares
issued at the Initial Closing and the Subsequent Closing) shall be referred to in this Agreement as the “Shares.” 
 1.2 Closing; Delivery. 
 (a) The initial purchase and sale of the Shares shall take place remotely via the
exchange of documents and signatures, at 10:00 a.m., on July 23, 2008, or at such other time and place as the Company and the Initial Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Initial
Closing”). The term “Closing” shall apply to the Initial Closing and the Subsequent Closing unless otherwise specified. 
 (b) At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable
to the Company or by wire transfer to a bank account designated by the Company, or by any combination of such methods. 
 1.3
Subsequent Closing; Sale of Additional Shares of Preferred Stock. After the Initial Closing, the Company shall sell to the Initial Purchaser identified on Exhibit A and such Initial Purchaser shall buy, on the same terms and conditions as
those contained in this Agreement, 900,901 additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series B Preferred Stock, and the
Company may sell to Koninklijke DSM N.V. (or an affiliate thereof) (“DSM”) or one or more other purchasers (together with DSM, the “Additional Purchasers”) satisfactory to the 








 
Company and the Initial Purchaser and the Additional Purchasers may buy, on the same terms and conditions as those contained in this Agreement, up to
1,318,391 additional shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) of Series B Preferred Stock (the “Additional Shares”),
provided that (i) such subsequent sale shall be consummated (which time and place are designated the “Subsequent Closing”) within 56 days following the Initial Closing and (ii) each Additional Purchaser shall become a
party to the Transaction Agreements (as defined below) by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect the number of Additional
Shares purchased at each such Closing and the parties purchasing such Additional Shares, as appropriate. 
 1.4 Use of
Proceeds. In accordance with the directions of the Company’s Board of Directors, as it shall be constituted in accordance with the Voting Agreement, the Company will use the proceeds from the sale of the Shares for the retention of a Chief
Executive Officer and for research and working capital purposes. 
 1.5 Defined Terms Used in this Agreement. In
addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below. 
 “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including, without
limitation, any general partner, managing member, officer or director of such Person or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management
company with, such Person. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Company Intellectual Property” means all patents, patent applications, trademarks, trademark applications, service
marks, tradenames, copyrights, trade secrets, licenses, domain names, mask works, information and proprietary rights and processes as are necessary to the conduct of the Company’s business as now conducted and as presently proposed to be
conducted. 
 “Investors’ Rights Agreement” means the Second Amended and Restated Investors’ Rights
Agreement among the Company and the Purchasers and certain other stockholders of the Company dated as of the date of the Initial Closing, in the form of Exhibit D attached to this Agreement. 
  

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 “Key Employee” means any employee who either alone or in concert with
others develops, invents, programs or designs any Company Intellectual Property (as defined in Section 2.8). 
 “Knowledge,” including the phrase “to the Company’s knowledge,” shall mean the actual knowledge of the following officers: Christopher Anzalone and Dr. Samuel Stupp. 
 “Material Adverse Effect” means a material adverse effect on the
business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company. 
 “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity. 
 “Purchaser” means each of the Purchasers who is initially a party to this Agreement and any Additional Purchaser who becomes a party to this Agreement at a subsequent Closing under
Section 1.3. 
 “Right of First Refusal and Co-Sale Agreement” means Second Amended and Restated
Right of First Refusal and Co-Sale Agreement among the Company, the Purchasers, and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of Exhibit E attached to this Agreement. 
 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “Shares” means the shares of Series B Preferred Stock issued at the Initial Closing and any Additional
Shares issued at a subsequent Closing under Section 1.3. 
 “Transaction Agreements” means this
Agreement, the Investors’ Rights Agreement, the Right of First Refusal and Co-Sale Agreement and the Voting Agreement. 
 “Voting Agreement” means the Second Amended and Restated Voting Rights Agreement among the Company, the Purchasers and certain other stockholders of the Company, dated as of the date of the Initial Closing, in the form of
Exhibit F attached to this Agreement. 
 2. Representations and Warranties of the Company. The Company hereby represents and
warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following
representations are true and complete as of the date of the Initial Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this
Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure
that such disclosure is applicable to such other sections and subsections. For purposes of these representations and warranties (other than those in Sections 2.2, 2.3, 2.4, 2.5 and 2.6), the term “the
Company” shall include any subsidiaries of the Company, unless otherwise noted herein. 
  

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 2.1 Organization, Good Standing, Corporate Power 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 all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The
Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. 
 2.2 Capitalization. The authorized capital of the Company consists, immediately prior to the Initial Closing, of: 
 (a) 13,800,000 shares of common stock, $0.001 par value per share (the “Common Stock”), 4,323,655 shares of which are issued and
outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws. The
Company holds no treasury stock and no shares of Series A Preferred Stock or Series B Preferred Stock in its treasury. 
 (b)
7,500,000 shares of Preferred Stock, of which 4,000,000 shares have been designated Series A Preferred Stock, 3,726,242 of which are issued and outstanding immediately prior to the Initial Closing and 3,500,000 shares have been designated Series B
Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the general corporation
law of the jurisdiction of the Company’s incorporation. 
 (c) The Company has allocated 1,904,001 shares of Common
Stock, subject to approval by the Board of Directors and the Shareholders of the Corporation, for issuance to officers, directors, employees and consultants of the Company pursuant to its stock plan then in effect (the “Stock
Plan”). Of such reserved shares of Common Stock, no shares have been issued pursuant to restricted stock purchase agreements, no options to purchase shares have been granted and are currently outstanding, and 1,904,001 shares of Common
Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.

 (d) Section 2.2(d) of the Disclosure Schedule sets forth the capitalization of the Company immediately
following the Initial Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) issued stock options,
including vesting schedule and exercise price; (iii) stock options not yet issued but reserved for issuance; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights. Except for (A) the conversion privileges
of the Shares to be issued under this Agreement, and (B) the securities and rights described in Section 2.2(c) of this Agreement and Section 2.2(d) of the Disclosure Schedule, there are no outstanding options, warrants,
rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock, Series A Preferred Stock, Series B Preferred
Stock, or any securities convertible into or exchangeable for shares of Common Stock, Series A Preferred Stock or Series B Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock
underlying 

  

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outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate
planning purposes); and (ii) a lock-up or market standoff agreement of not less than 180 days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the
Securities Act. 
 (e) None of the Company’s stock purchase agreements or stock option documents contains a provision for
acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or
amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent
or otherwise) to purchase or redeem any of its capital stock. 
 2.3 Subsidiaries. The Company does not currently own
or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or
similar arrangement. 
 2.4 Authorization. All corporate action required to be taken by the Company’s Board of
Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the
Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the
Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification
provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws. 
 2.5 Valid Issuance of Shares. The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of
restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations
of the Purchasers in Section 3 of this Agreement and subject to the filings described in Section 2.6(ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock
issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer 

  

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other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or
imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 3 of this Agreement, and subject to Section 2.6 below, the Common Stock issuable upon conversion of the Shares will be issued in
compliance with all applicable federal and state securities laws. 
 2.6 Governmental Consents and Filings. Assuming
the accuracy of the representations made by the Purchasers in Section 3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or
local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of
the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner. 
 2.7 Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or, to the Company’s knowledge,
investigation pending or to the Company’s knowledge, currently threatened in writing (i) against the Company or any officer, director or Key Employee of the Company arising out of their employment or board relationship with the Company;
(ii) to the Company’s knowledge, that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements; or (iii) to the
Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a
party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is
no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis
therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, or any information or techniques allegedly proprietary to any of their
former employers, or their obligations under any agreements with prior employers. 
 2.8 Intellectual Property.
Section 2.8 of the Disclosure Schedule lists all Company Intellectual Property. controlled by the Company as of the effective date. The Company owns or possesses or believes it can acquire on commercially reasonable terms sufficient
legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others. To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company
violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. The Company represents that it has no actual or constructive knowledge of any third parties that are asserting or could credibly
assert ownership or inventorship interests or rights in the Company Intellectual Property that is controlled by the Company as of the Effective Date. The Company represents that it has no actual or constructive knowledge of any grounds on which a
charge of inequitable conduct could credibly be directed against any inventor, Company employee or patent practitioner associated with Company Intellectual Property that is owned by the Company 

  

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or against any Company employee associated with Company Intellectual Property that is controlled as of the Effective Date. Other than with respect to
commercially available software products under standard end-user object code license agreements and the license agreement with Northwestern University, there are no outstanding options, licenses, agreements, claims, liens, security interests,
encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses, security interests or agreements of any kind with respect to the patents,
trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received nor can it reasonably expect to receive any communications alleging that the
Company has violated or, by conducting its business, would violate any of the patents, trademarks, service marks, trade names, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has
obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection
with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each
employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted. The Company has not embedded any open
source, copy left or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license
arrangement. 
 2.9 Compliance with Other Instruments. The Company is not in violation or default (i) of any
provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a
party or by which it is bound that is required to be listed on the Disclosure Schedule, or, to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material
Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute,
with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event which results in the creation of any lien, charge or
encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company. 
 2.10 Agreements; Actions. 
 (a) Except for the Transaction Agreements and except as set forth in Section 2.10 of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to
which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, (ii) the license of any patent, copyright, trademark, trade secret or other
proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble,
distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. 

  

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 (b) The Company has not (i) declared or paid any dividends, or authorized or made
any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate,
(iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of
business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including
Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. 
 (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person. 
 2.11 Certain Transactions. 
 (a) Other than (i) the agreements listed in Section 2.10(a) of the Disclosure Schedule, (ii) standard employee benefits generally made available to all employees, (iii) standard director and
officer indemnification agreements approved by the Board of Directors, and (iv) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance,
approved by the Board of Directors, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof. 
 (b) The Company is not indebted, directly or indirectly, to any of its officers or employees or to their respective spouses or children or
to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available
to all employees. None of the Company’s officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or, to the Company’s knowledge, have any
(i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors,
(ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that officers or
employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company or (iii) financial interest in any material
contract with the Company except as set forth in Section 2.11(b) of the Disclosure Schedule. 
 2.12 Rights of
Registration and Voting Rights. Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon
exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital
shares of the Company. 
  

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 2.13 Absence of Liens. The property and assets that the Company owns are free and
clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not
materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of
any liens, claims or encumbrances other than those of the lessors of such property or assets. 
 2.14 Financial
Statements. The Company has delivered to each Purchaser its audited financial statements as of December 31, 2007 and for the fiscal year ended December 31, 2007 and its unaudited financial statements for the three-month period ended
March 31, 2008 (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated,
except that the unaudited Financial Statements may not contain all footnotes required by generally accepted accounting principles. The Financial Statements fairly present in all material respects the financial condition and operating results of the
Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities
or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2007 (ii) obligations under contracts and commitments incurred in the ordinary course of
business and (iii) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not
have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. 
 2.15 Changes. Except as set forth on Section 2.15 of the Disclosure Schedule, since date of most recent Financial
Statements there has not been any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in
the aggregate, a Material Adverse Effect; 
 (a) any damage, destruction or loss, whether or not covered by insurance, that
would have a Material Adverse Effect; 
 (b) any waiver or compromise by the Company of a valuable right or of a material debt
owed to it; 
 (c) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the
Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; 
 (d) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject; 
  

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 (e) any material change in any compensation arrangement or agreement with any employee,
officer, director or stockholder; 
 (f) any resignation or termination of employment of any officer or Key Employee of the
Company; 
 (g) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any
of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets; 
 (h) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their
immediate families, other than travel advances and other advances made in the ordinary course of its business; 
 (i) any
declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company; 
 (j) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material
Adverse Effect; 
 (k) receipt of notice that there has been a loss of, or material order cancellation by, any major customer
of the Company; 
 (l) to the Company’s knowledge, any other event or condition of any character, other than events
affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or 
 (m) any arrangement or commitment by the Company to do any of the things described in this Section 2.15. 
 2.16 Employee Matters. 
 (a) Section 2.16 of the Disclosure Schedule sets
forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who received compensation in
excess of $100,000 for the fiscal year ended December 31, 2007 or is anticipated to receive compensation in excess of $100,000 for the fiscal year ending December 31, 2008. 
 (b) To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments
of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict
with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted
and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any
such employee is now obligated. 
  

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 (c) The Company is not delinquent in payments to any of its employees, consultants, or
independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants, or independent contractors.
The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification, and collective
bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any
arrears of wages, taxes, penalties, or other sums for failure to comply with any of the foregoing. 
 (d) To the
Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any
of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Section 2.16 of the Disclosure Schedule or as required by law, upon termination of the employment of any
such employees, no severance or other payments will become due. Except as set forth in Section 2.16 of the Disclosure Schedule, the Company has no policy, practice, plan, or program of paying severance pay or any form of severance
compensation in connection with the termination of employment services. 
 (e) The Company has not made any representations
regarding equity incentives to any officer, employees, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s board of directors. 
 (f) Each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for
the full release of any claims against the Company or any related party arising out of such employment. 
 (g)
Section 2.16 of the Disclosure Schedule sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of
Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan. 
 2.17 Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign
taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax 

  

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returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county,
local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. 
 2.18 Insurance. The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in
amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed. 
 2.19 Confidential Information and Invention Assignment Agreements. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary
information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). The Purchasers acknowledge that Professor Samuel I. Stupp has not and will not be assigning to
the Company any works or inventions which are not related to the research and production of “scaffolding.” For the purposes of this Agreement, the term “scaffolding” means a three-dimensional matrix of nanofibers that may be
engineered to elicit specific cell responses. 
 2.20 Permits. The Company has all franchises, permits, licenses and
any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses
or other similar authority. 
 2.21 Corporate Documents. The Restated Certificate and Bylaws of the Company are in the
form provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and
stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes. 
 2.22 Real Property Holding Corporation. The Company is not now and has never been a “United States real property holding
corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such
regulations. 
 2.23 Environmental and Safety Laws. Except as could not reasonably be expected to have a Material
Adverse Effect to the best of its knowledge (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or to the Company’s knowledge threatened release of any pollutant, contaminant or
toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company;
(c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other
similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) 

  

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or PCB- containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any
site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports,
notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. 
 For purposes of this Section 2.23, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance;
(b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances. 
 2.24 Disclosure. The Company has made available to the Purchasers all the information reasonably available to the Company that the
Purchasers have requested for deciding whether to acquire the Shares, including certain of the Company’s projections describing its proposed business plan (the “Business Plan”). No representation or warranty of the Company
contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchasers at the Closing contains any untrue statement of a material fact or, to the Company’s knowledge, omits to state a
material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan was prepared in good faith; however, the Company does not warrant that it
will achieve any results projected in the Business Plan. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar
memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities. 
 3. Representations
and Warranties of the Purchasers. Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that: 
 3.1 Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid
and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general
application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (b) to the extent the indemnification
provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws. 
 3.2 Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby
confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser
has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the 

  

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Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such
Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares. 
 3.3 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the
Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2 of this Agreement or the right
of the Purchasers to rely thereon. 
 3.4 Restricted Securities. The Purchaser understands that the Shares have not
been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the
Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser
acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if
an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company
which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. 
 3.5 No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares. 
 3.6 Legends. 
 (a) The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may bear one or all of the following legends: 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

  

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 (b) Any legend set forth in, or required by, the other Transaction Agreements.

 (c) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares
represented by the certificate so legended. 
 3.7 Accredited Investor. The Purchaser is an accredited investor as
defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 
 3.8 Foreign Investors. If the Purchaser
is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe
for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or
other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment
for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction. 
 3.9 No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including through a broker or finder
(a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares. 
 3.10 Exculpation Among Purchasers. Each Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in
the Company. Each Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or
omitted to be taken by any of them in connection with the purchase of the Shares. 
 3.11 Residence. If the Purchaser
is an individual, then the Purchaser resides in the country and state or province identified in the address of the Purchaser set forth on Exhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity,
then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth on Exhibit A. 
 4. Conditions to the Purchasers’ Obligations at Closing. The obligations of each Purchaser to purchase Shares at the Initial Closing or any
subsequent Closing are subject to the fulfillment, on or before such Closing, of each of the following conditions, unless otherwise waived: 
 4.1 Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct in all respects as of such Closing. 
  

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 4.2 Performance. The Company shall have performed and complied with all covenants,
agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing. 
 4.3 Compliance Certificate. The President of the Company shall deliver to the Purchasers at such Closing a certificate certifying
that the conditions specified in Sections 4.1 and 4.2 have been fulfilled. 
 4.4 Qualifications. All
authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be
obtained and effective as of such Closing. 
 4.5 Board of Directors. As of the Initial Closing, the Board shall
consist of the directors set forth in the Voting Agreement attached hereto as Exhibit F. 
 4.6 Investors’
Rights Agreement. The Company and each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder) and the other stockholders of the Company named as parties thereto shall have executed
and delivered the Investors’ Rights Agreement. 
 4.7 Right of First Refusal and Co-Sale Agreement. The Company,
each Purchaser (other than the Purchaser relying upon this condition to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First
Refusal and Co-Sale Agreement. 
 4.8 Voting Agreement. The Company, each Purchaser (other than the Purchaser relying
upon this condition to excuse such Purchaser’s performance hereunder), and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement. 
 4.9 Restated Certificate. The Company shall have filed the Restated Certificate with the Secretary of State of Delaware on or prior
to the Closing, which shall continue to be in full force and effect as of the Closing. 
 4.10 Secretary’s
Certificate. The Secretary of the Company shall have delivered to the Purchasers at the Closing a certificate certifying (i) the Bylaws of the Company, (ii) resolutions of the Board of Directors of the Company approving the Transaction
Agreements and the transactions contemplated under the Transaction Agreements, and (iii) resolutions of the stockholders of the Company approving the Restated Certificate. 
 4.11 Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated at the Closing
and all documents incident thereto shall be reasonably satisfactory in form and substance to each Purchaser, and each Purchaser (or its counsel) shall have received all such counterpart original and certified or other copies of such documents as
reasonably requested. Such documents may include good standing certificates. 
  

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 4.12 Minimum Number of Shares at Initial Closing. A minimum of 900,901 Shares must
be sold at the Initial Closing. 
 5. Conditions of the Company’s Obligations at Closing. The obligations of the Company to sell
Shares to the Purchasers at the Initial Closing or any subsequent Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived: 
 5.1 Representations and Warranties. The representations and warranties of each Purchaser contained in Section 3 shall
be true and correct in all respects as of such Closing. 
 5.2 Performance. The Purchasers shall have performed and
complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing. 
 5.3 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the
United States or of any state that are required in connection with the lawful issuance and sale of the Share pursuant to this Agreement shall be obtained and effective as of the Closing. 
 5.4 Investors’ Rights Agreement. Each Purchaser shall have executed and delivered the Investors’ Rights Agreement.

 5.5 Right of First Refusal and Co-Sale Agreement. Each Purchaser and the other stockholders of the Company named as
parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement. 
 5.6 Voting
Agreement. Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Voting Agreement. 
 5.7 Minimum Number of Shares at Initial Closing. A minimum of 900,901 Shares must be sold at the Initial Closing. 
 6. Miscellaneous. 
 6.1 Survival of Warranties. Unless otherwise set forth in
this Agreement, the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any
investigation or knowledge of the subject matter thereof made by or on behalf of the Purchasers or the Company. 
 6.2
Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 
  

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 6.3 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law. 
 6.4 Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. 
 6.5 Titles and Subtitles. The titles and subtitles used in this Agreement
are used for convenience only and are not to be considered in construing or interpreting this Agreement. 
 6.6
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) personal delivery to the party to be notified,
(b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, or (c) three(3) business days after deposit
with an internationally recognized overnight courier, freight prepaid, specifying next business day delivery, if available, with written verification of receipt. All communications shall be sent to the respective parties at their address as set
forth on the signature page or Exhibit A, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6. All notices to the Company pursuant to this
Section 6.6 shall be sent to Nanotope, Inc., 8025 Lamon Avenue, Suite 450, Skokie, IL 60077. If notice is given to the Company, a copy shall also be sent to Jon Wasserman at Neal, Gerber & Eisenberg LLP, Two North LaSalle
Street, Suite 2200, Chicago, IL 60602, Facsimile Number (312) 269-1747. 
 6.7 No Finder’s Fees. Each party
represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. Each Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or
compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which each Purchaser or any of its officers, employees, or
representatives is responsible. The Company agrees to indemnify and hold harmless each Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the
costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible. 
 6.8 Attorneys’ Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms
of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled. 
 6.9 Amendments and Waivers. Except as set forth in Section 1.3 of this Agreement, any term of this Agreement may be
amended, terminated or waived only with the written consent of the Company and the holders of at least a majority of the then-outstanding Shares. Any amendment or waiver effected in accordance with this Section 6.9 shall be binding upon
the Purchasers and each transferee of the Shares (or the Common Stock issuable upon conversion thereof), each future holder of all such securities, and the Company. 
  

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 6.10 Severability. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other provision. 
 6.11 Delays or Omissions. No delay or
omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting
party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any
other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any
provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be
cumulative and not alternative. 
 6.12 Entire Agreement. This Agreement (including the Exhibits hereto), the Restated
Certificate and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof
existing between the parties are expressly canceled. 
 6.13 Waiver of Conflicts. Each party to this Agreement
acknowledges that Neal, Gerber & Eisenberg LLP, counsel for the Company, has in the past performed and may continue to perform legal services for certain of the Purchasers and existing Company investors, officers and directors in matters
unrelated to the transactions described in this Agreement, including the representation of such parties in venture capital financings and other matters. Accordingly, each party to this Agreement hereby (a) acknowledges that they have had an
opportunity to ask for information relevant to this disclosure; and (b) gives its informed consent to Neal, Gerber & Eisenberg LLP’s representation of the Company in this Agreement and the transactions contemplated hereby and in
other matters, and its representation of such other parties in unrelated matters. 
  

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 IN WITNESS WHEREOF, the parties have executed this Series B Preferred Stock Purchase Agreement as
of the date first written above. 
  

			
	 THE COMPANY:
  
 NANOTOPE, INC.

		
	By:	 	/s/ Christopher Anzalone
	Name: 	 	Christopher Anzalone
	Title:	 	President
	
	Address:
	 8025 Lamon Avenue
 Suite 450
 Skokie, IL 60077



 [Signature page to Series B Preferred Stock Purchase Agreement] 










			
	 PURCHASERS:
  
 ARROWHEAD RESEARCH CORPORATION

		
	By:	 	/s/ Paul McDonnel
	Name: 	 	Paul McDonnel
	Title:	 	Chief Financial Officer
	
	Address:
	 201 South Lake Avenue
 Suite 703

Pasadena, CA 91101



 [Signature page to Series B Preferred Stock Purchase Agreement] 










			
	PURCHASERS:
	
	
		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  

	
	


 [Signature page to Series B Preferred Stock Purchase Agreement]