Exhibit 10.62


 


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 24 New England Executive
Park, Burlington, MA 01803 (the “Company”), and the undersigned (the “Subscriber”).


 


WITNESSETH:


 


WHEREAS,
the Company has retained National Securities Corp. (the “Placement Agent”) to act as its exclusive placement
agent, on a “best efforts” basis, in a private offering (the “Offering”) of up to $10,000,000 (the
“Principal Loan Amount”) in promissory notes in substantially the form attached hereto as Exhibit A
(the “Notes”);


 


WHEREAS,
the terms of the Offering are summarized in that certain Offering Term Sheet attached hereto as Exhibit B (the “Term
Sheet”); 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 immediately available
U.S. dollars in the amount of such Subscription Loan Amount delivered by wire transfer to:


 


	Bank:	Israel Discount Bank
	Address:	511 Fifth Ave. NY, NY
	ABA Number:	026009768
	Further Credit to Account Name:	Coronado Biosciences, Inc.
	Account #:	03-5566-1
	Reference:	[Investor Name]


 


Upon acceptance
by the Placement Agent and the Company of subscriptions, the Placement Agent and the Company shall have the right at any time
thereafter 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 up to the Principal Loan Amount.


 


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. 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 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 is extremely limited; and (e) in the event of a disposition of the Notes, the Subscriber could sustain the loss of
its entire investment. 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 Company’s filings with the Securities and Exchange Commission
(the “SEC Filings”) captioned “Risk Factors.”


 


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 Notes. 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 Notes 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 Notes 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 SEC Filings (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 Notes, 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 Notes 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 Notes 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 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.


 




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(b)          The
Subscriber represents that (i) the Subscriber was contacted regarding the sale of the Notes 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 Notes 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 Notes 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 Notes 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 Notes 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.


 


1.10         The
Subscriber understands that there is no public market for the Notes and that no market may develop for any of such Notes. The
Subscriber understands that even if a public market develops for such Notes, Rule 144 (“Rule 144”) promulgated
under the Securities Act requires for non-affiliates, among other conditions, a six month holding period prior to the resale of
securities acquired in a non-public 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 Notes under
the Securities Act or any state securities or “blue sky” laws.


 


1.11         The
Subscriber consents to the placement of a legend on any certificate or other document evidencing the Notes that such Notes 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 Notes. The legend
to be placed on each certificate shall be in form substantially similar to the following:


 




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“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 Notes. 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.


 


1.16         (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.


 


1.17         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.


 


1.18         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 Notes 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 1.18 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.


 




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1.19         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.


 


1.20         The
Subscriber acknowledges that the information contained in the Offering Materials or otherwise made available to the Subscriber
(other than the SEC Filings) 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).


 


1.21         The
Subscriber represents that no authorization, approval, consent or license of any person is required to be obtained for the purchase
of the Notes by the Subscriber, other than as have been obtained and are in full force and effect.


 


1.22         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.


 


1.23         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.


 


1.24         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.


 




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1.25         (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 Notes 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 Notes or any transaction it may enter into in connection with
the offering of the Notes, and acknowledges that its participation in the offering of Notes 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 Notes.


 


		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”).


 


2.2           Capitalization
and Voting Rights. The authorized, issued and outstanding shares of the capital stock of the Company is as set forth in the
SEC Filings and all issued and outstanding shares of the Company are validly issued, fully paid and nonassessable. Except
as set forth in the SEC Filings, 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.


 




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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. The issuance and sale of the Notes 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 of the Notes, 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.


 




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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 outlined in the Term
Sheet). The Company will pay the Placement Agent a commission in the form of cash, 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 the SEC Filings (the “Financial Statements”)
fairly present in all material respects the financial condition and results of operations of the Company at the dates and for
the periods indicated and 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. Said Financial Statements and related notes disclose all material
liabilities, actual or contingent, of the Company as of the respective dates thereof and for the respective periods indicated,
when read in conjunction with the SEC Filings. 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 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.
None of the SEC Filings, including any financial statements, schedules or exhibits included or incorporated
by reference therein at the time they were filed (or, if amended or superseded by a subsequent filing, as of the date of the last
such amendment or superseding filing prior to the date hereof), contained any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


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 SEC Filings,
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.


. 




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2.12         Obligations
to Related Parties. Except as disclosed in the SEC Filings 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 other than its wholly-owned subsidiaries.


 


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
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 SEC Filings, 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.


 




    	9



    	 



    

 


2.16         Absence
of Certain Changes. Since the date of the SEC Filings, 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         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.


 


2.18         Indemnification.
The Company agrees to hold the Subscriber and its directors, officers, employees, affiliates, controlling persons and agents and
their respective heirs, representatives, successors and assigns (including any future holder of Notes) 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 Notes by
the Company 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 Company to comply with any covenant made by the Company
in this Agreement or any other document furnished by the Company to any of the foregoing in connection with this transaction;
provided, however, that in no event shall any indemnity under this Subsection 2.18 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 Company.
The obligation of the Company under this Section 2.18 shall survive the payment or transfer of the Notes, except as otherwise
provided.


 


2.19         Fund
Investors. In the event Subscriber is a Fund, (i) the Fund investors shall be permitted to rely on the representations and
warranties of the Company set forth in this Section 2 in connection with such investors’ investment in the Fund, (ii) the
Company consents to the use of the SEC Filings by Fund investors in connection with their investment in the Fund and (iii) the
Fund investors shall be permitted to rely on the opinions of Company counsel delivered herewith. “Fund” means an entity
whose sole business is the purchase of the Notes.


 


2.20         Compliance
with Laws. The Company has complied and remains in compliance with all applicable statutes, laws, rules, regulations and orders
of all governmental authorities relating to drug development and commercialization, with respect to the conduct of the Company’s
biopharmaceutical business, including those enforced by the United States Food and Drug Administration and comparable state regulatory
authorities and regulatory authorities outside the United States, except where the failure to so comply would not have a Material
Adverse Effect.


 


2.21         Indebtedness.
The Company has furnished to the Placement Agent true, correct and complete copies of each instrument which evidences, or will
evidence on the Closing Date, any indebtedness (other than trade debt incurred in the ordinary course of business) of the Company
and each instrument under which any such indebtedness is issued or will be issued on the Closing Date or by which it is secured
or may be secured on the Closing Date.


 




    	10



    	 



    

 


2.22         Solvency.
Based on the financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the
proceeds from the sale of the Notes hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that
will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingent
liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business
as now conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements
of the business conducted by the Company, and projected capital requirements and capital availability thereof, and (iii) the current
cash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after
taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities
when such amounts are required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as
they mature (taking into account the timing and amounts of cash to be payable on or in respect of its debt). The Company has no
knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the
bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than
trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet
(or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions
in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required
to be capitalized in accordance with GAAP. The Company is not in default with respect to any Indebtedness.


 


2.23         Sarbanes-Oxley;
Internal Accounting Controls. The Company is in compliance with any and all applicable requirements of the Sarbanes-Oxley
Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission
thereunder that are effective as of the date hereof and as of the Closing Date. The Company maintains a system of internal accounting
controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s
general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements
in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company
as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation
Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the
certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the Evaluation
Date. Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is
defined in the Exchange Act) that have materially affected, or is reasonably likely to materially affect, the internal control
over financial reporting of the Company.


 


		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.


 




    	11



    	 



    

 


3.2           At
any time after the Company has received subscriptions and related funds, the Company may conduct a Closing and may conduct subsequent
Closings on an interim basis until the Principal Loan Amount has been obtained.


 


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.


 


		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)          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.


 


(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).


 




    	12



    	 



    

 


(e)          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
C, which opinion will be subject to standard qualifications and assumptions.


 


(f)          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.	SUBCO
                                         PROVISIONS.



 


5.1           Notice
of Exchange. Before any SubCo Notes (as defined in Section 3(a) of the Notes) or SubCo warrant may be issued to a holder of
Notes pursuant to the terms and conditions of the Notes, the Company shall deliver to the holder of Notes a written notice stating
the Company’s intention to issue SubCo Notes or warrant to the holder of Notes pursuant to the terms and conditions of Section
3 of the Notes. Within 10 days following such notice, Company will cause SubCo to enter into, and Subscriber will enter into,
a note or warrant purchase agreement with the holder of Notes substantially in the form set forth on Exhibit D hereto (the
“SubCo Purchase Agreement”) (the form SubCo Purchase Agreement to be adjusted to remove the references to notes or
warrants, as applicable), and pursuant to Section 3 of the Notes, will issue the SubCo Notes or SubCo warrants to the holder of
Notes.


 


5.2           Representations
and Warranties. As of the date of closing of a SubCo Purchase Agreement, the Company hereby represents and warrants to each
holder of Notes that:


 


(a)          Organization,
Good Standing and Qualification. The SubCo is a corporation duly organized, validly existing and in good standing under the
laws of its state of organization and has full corporate power and authority to conduct its business as currently conducted. The
SubCo 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.


 


(b)          Authorization;
Enforceability. The SubCo 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 SubCo, its directors and stockholders necessary for
the (i) authorization, execution, delivery and performance of the SubCo Purchase Agreement; and (ii) authorization, sale, issuance
and delivery of the SubCo notes and warrants contemplated thereby and the performance of the SubCo’s obligations thereunder
has been taken. The SubCo Notes and SubCo warrant, when issued and fully paid for in accordance with the terms of the SubCo Purchase
Agreement, will be validly issued.


 


5.3           SubCo
Share of Proceeds; Use of Proceeds; Restricted Cash. Upon a Note holder’s reasonable request, the Company shall provide
the holder of Notes with records of the Company, and records of each SubCo which receives Note proceeds, detailing the use of
the proceeds. The Company and each Subco each jointly and severally represents, warrants, covenants and agrees that the entire
use of proceeds from the sale of the Notes is limited to acquiring medical technologies and products, creating subsidiaries to
advance those technologies and products and general corporate purposes of the SubCos, and not for any other purpose. In furtherance
of the foregoing, the Company agrees to treat all proceeds of the Notes as restricted cash similar to its cash-secured bank obligations.


 




    	13



    	 



    

 


		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.


24 New England Executive
Park


Burlington, MA 01803


Attn: President


 


With a copy to:


 


Wyrick Robbins Yates &
Ponton LLP


4101 Lake Boone Trail, Suite
300


Raleigh, NC 27607-7506


Facsimile: (919) 781-4865


Attn: W. David Mannheim,
Esq.


 


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 holders of 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. Any amendment or waiver effected in accordance with this Section 6.2 shall be binding upon the
holders of Notes and the Company (even if the holder 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 holders of Notes if the holder
has not previously consented thereto in writing.


 


6.3           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.


 




    	14



    	 



    

 


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.


 


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
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.


 


6.11         At
the Initial Closing, the Company shall pay the fees and expenses specified in the Placement Agent Agreement with National Securities
Corp., such fees and expenses not to exceed $55,000.


 


Remainder
of Page Intentionally Left Blank.


 




    	15



    	 



    

 


		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 (exclusive of my personal residence).


 


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


 


7.      X      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.


 




    	16



    	 



    

 


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 Notes.


 


		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.


 


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          X                     No
__________


 




    	17



    	 



    

 


If Yes, please describe:


	The investor’s operations will be managed by NSC Biotech Venture Fund Management Associates LLC (the	 
	“Manager”) and its investment decisions will be made by National Asset Management, Inc. (the “Advisor”).	 
	Both the Manager and the Advisor are associated with National Securities Corporation, an FINRA member firm.	 


 


*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	 




  


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.


 




    	18



    	 



    

 


AGGREGATE PRINCIPAL AMOUNT
OF NOTES = $10,000,000 (TOTAL
INVESTMENT)


 


	/s/ Mark Goldwasser	 	 	 
	Signature	 	Signature (if purchasing jointly)	 
	 	 	 	 
	Mark Goldwasser	 	 	 
	Name Typed or Printed	 	Name Typed or Printed	 
	 	 	 	 
	NSC BIOTECH VENTURE FUND I LLC	 	 	 
	Entity Name	 	Entity Name	 
	 	 	 	 
	410 Park Avenue, 14th Floor	 	 	 
	Address	 	Address	 
	 	 	 	 
	New York, NY 10022	 	 	 
	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:	NSC BIOTECH VENTURE FUND I LLC	 


 


	Dated:	February 27, 2015		 


 




    	19



    	 



    

 


This Note Purchase
Agreement is agreed to and accepted as of February 27, 2015.


 


	 	CORONADO BIOSCIENCES,
    INC.
	 	 	 
	 	By:	/s/ Lindsay A.
    Rosenwald
	 	Name:	Lindsay A. Rosenwald, MD
	 	Title:	Chief Executive Officer


 




    	20



    	 



    

 


Annex A


 


CERTIFICATE
OF SIGNATORY


 


(To be completed
if Notes are


being subscribed
for by an entity)


 


I, Mark Goldwasser, am the Manager
of the Manager of NSC BIOTECH VENTURE FUND I LLC (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 Notes,
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 27th day of February, 2015


 


	 	/s/ Mark Goldwasser
	 	(Signature)


 




    	



    	 



    

 


EXHIBIT
A


 


Form of
Note


 




    	



    	 



    

 


EXHIBIT
B


 


Term Sheet


  


CORONADO BIOSCIENCES, INC.


 


OFFERING TERM SHEET


 


 


The following is
a summary of preliminary expected terms. Actual terms will be set forth in a definitive agreement


 


	Securities:	Promissory notes (the “Notes”) of Coronado Biosciences, Inc. (the “Company”).  The Notes will be offered only to persons reasonably believed to qualify as “accredited investors” as that term is defined in Regulation D of the Securities Act.  
	 	 
	The Offering:	$10,000,000 of Notes offered on a “best efforts” basis by National Securities Corp. as the placement agent.
	 	 
	Coupon:	8% payable quarterly during the first 24 months (or the first 30 months, if the note is extended as set forth below) and monthly during the last 12 months.
	 	 
	Use of Proceeds:	Use of proceeds is limited to acquiring medical technologies and products, creating subsidiaries to advance those technologies and products (“SubCos”) and general corporate purposes of the SubCos.
	 	 
	Maturity:	36 months, provided that during the first 24 months, the Company can elect to extend the maturity date by 6 months.  No principal amounts will be due for the first 24 months (or the first 30 months if the maturity date is extended).  Thereafter, the Notes will be repaid at the rate of 1/12th of the principal amount per month for a period of 12 months.
	 	 
	Exchange:	At such time as a SubCo which received Note proceeds from the Company (such amount, the “SubCo Share of Proceeds”) completes an initial public offering of its securities or raises sufficient equity capital so that it has cash equal to 5 times the SubCo Share of Proceeds from a third party, the SubCo will issue new convertible promissory notes on identical terms as the Notes (“SubCo Notes”) to the holders of the Notes (giving effect to the passage of time with respect to maturity) which SubCo Notes will in total equal the dollar amount of the SubCo Share of Proceeds.  Upon the issuance of the SubCo Notes, the obligation of the Company under the Notes with respect to the amount of the SubCo Notes shall be extinguished and the Company will have no liability for such amounts.  Upon surrender of the original Notes, the Company will promptly reissue the Notes in the lower amount.


 




    	 



    	 



    

 


	Exchange Payment:	At such time as a SubCo receives Note proceeds from the Company, the Company will cause the SubCo to issue to Holder a warrant to purchase a number of shares of common stock of SubCo equal to twenty five percent (25%) of the SubCo Share of Proceeds divided by the lowest price at which equity securities are sold in the first third party financing of SubCo (the “SubCo Financing”).  In the event of a Deemed Liquidation Event occurring prior to the SubCo Financing, the price used will be the price per share to be received by the common shareholders as a result of such Deemed Liquidation Event.  The exercise price of the warrant will be the par value of the common stock. A “Deemed Liquidation Event” shall mean: (A) any sale of all or substantially all of the assets of the SubCo; (B) any consolidation or merger of the SubCo with or into any other corporation or other entity or person, or any other corporate reorganization, other than any such consolidation, merger or reorganization in which the holders of equity securities of the Company immediately prior to such consolidation, merger or reorganization, continue to hold a majority of the equity securities of the surviving entity in substantially the same proportions (or, if the surviving entity is a wholly owned subsidiary, its parent) immediately after such consolidation, merger or reorganization; or (C) any transaction or series of related transactions to which the SubCo is a party in which in excess of fifty percent (50%) of the SubCo’s equity securities are transferred.  
	 	 
	Confidentiality:	This Term Sheet is confidential, and none of its provisions or terms shall be disclosed to anyone who is not a prospective purchaser of the securities contemplated herein, an officer or director of the Company or their agent, adviser or legal counsel, unless required by law.
	 	 
	Placement Agent:	National Securities Corp. will act as placement agent in the sale of the shares and will receive a cash fee equal to 8% of the Offering proceeds. 


  




    	



    	 



    

 


EXHIBIT
C


 


Legal
Opinion


 


1.          The
Company (a) is a corporation validly existing in good standing under the laws of the State of Delaware and 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,
and (b) has the corporate power to own its property, to conduct the business in which it is engaged as described in the SEC Filings,
to execute and deliver each of the Transaction Documents to which it is a party and to perform its obligations thereunder. “Transaction
Documents” shall be defined to include the Placement Agency Agreement, the Note Purchase Agreements and the Notes.


 


2.          The
Company has duly authorized, executed and delivered each of the Transaction Documents and each such Transaction Document constitutes
the legal, valid and binding obligation of the Company and is enforceable against the Company in accordance with its terms.


 


3.          The
Notes being issued pursuant to the Note Purchase Agreements have been duly authorized and, when delivered and paid for pursuant
to the Note Purchase Agreements, will be validly issued, and to our knowledge the issuance thereof will not violate any preemptive
rights under Delaware law, the Company’s Certificate of Incorporation or the Company’s bylaws which have not been
waived.


 


4.          No
approval, authorization, waiver, consent, registration, filing, qualification, license or permit of or with any court, regulatory,
administrative or other governmental body is required for the execution and delivery of the Note Purchase Agreements or the consummation
of the transactions contemplated thereby, except such as we understand will be timely filed under Regulation D of the Securities
Act of 1933, as amended (the “Securities Act”), and such as may be required under applicable “Blue
Sky” laws in connection with the issuance of the Notes.


 


5.          The
execution, delivery and performance of the Transaction Documents by the Company and the issuance and sale of the Notes does not
and will not conflict with or result in a breach or violation of any of the terms and provisions of, or constitute a default under
(i) the Company’s Certificate of Incorporation or bylaws, (ii) any statute, rule, regulation or order of any governmental
agency or body or any court, domestic or foreign, known to us and having jurisdiction over the Company or any of its respective
assets or properties, or (iii) any of the material agreements and instruments described in the SEC Filings.


 


7.          Except
as described in the SEC Filings, to our knowledge, there are no pending actions, suits or proceedings against or affecting the
Company.


 


8.          Assuming
the accuracy of the representations of each party in the Note Purchase Agreements and the Placement Agreement, the initial sale
of the Notes as contemplated by the Note Purchase Agreements is exempt from the registration and prospectus delivery requirements
of the Securities Act.


 


9.          To
our knowledge, the SEC Filings, as of their respective dates, do not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances
under which they were made, not misleading with respect to the Company.


 




    	



    	 



    

 


EXHIBIT
D


 


SubCo Purchase
Agreement