Exhibit 10.1


 


SECURITIES PURCHASE AGREEMENT


 


THIS
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 13, 2020, is made by and between
IBIO, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC,
an Illinois limited liability company (the “Investor”).


  


WHEREAS:


 


A.            The
Investor wishes to purchase, and the Company wishes to sell, upon the terms and subject conditions stated in this Agreement, (i)
an aggregate of 1,000,000 shares (the “Securities”) of common stock, par value $0.001 per share (“Common
Stock”), pursuant to the Company’s shelf registration statement on Form S-3 (Registration Number 333-236735), as
amended (the “Registration Statement”), which has been declared effective in accordance with the Securities
Act of 1933, as amended (the “Securities Act”).


 


B.            In accordance
with the terms of this Agreement, the Company shall file and deliver to the Investor the prospectus supplement to the Company’s
final base prospectus, dated March 19, 2020, forming part of the Registration Statement (the “Prospectus”) complying
with Rule 424(b) under the Securities Act that is filed with the SEC in accordance with Section 4(d), including the documents
incorporated by reference therein (the “Prospectus Supplement”).


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


		1.	PURCHASE AND SALE OF SECURITIES.




 


(a)           Purchase of Securities. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7
below, on the Closing Date (as defined below), the Company shall issue and sell to the Investor, and the Investor agrees to
purchase from the Company on the date hereof, 1,000,000 shares of Common Stock.


 


(b)           Purchase Price. The aggregate gross purchase price for the Securities to be purchased by the Investor hereunder
shall be One Million Ninety Thousand Dollars $1,090,000 (the “Purchase Price”).


 


(c)           Closing. The closing of the purchase of the Securities by the Investors (the “Closing”) shall
occur by electronic or transmission as mutually acceptable to the parties. The date and time of the Closing (the “Closing
Date”) shall be 10:00 a.m., Eastern Time, on the first (1st) Business Day on which the conditions to the Closing set
forth in Sections 6 and 7 hereof are satisfied or waived (or such other date as is mutually agreed to by the Company
and the Investor). As used herein “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law to remain closed.


 


(d)           Form
of Payment; Deliveries. Within (2) days of receipt of the Securities, the Investor shall pay the Purchase Price to the Company
for the Securities to be issued and sold to the Investor at the Closing, by wire transfer of immediately available funds in accordance
with the Flow of Funds Letter (as defined below).


 






     


     


    

 


		2.	INVESTOR’S REPRESENTATIONS AND WARRANTIES.



 


The
Investor represents and warrants to the Company that, as of the date hereof and as of the Closing Date:


 


(a)           Organization;
Authority. The Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations hereunder.


  


(b)           Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of
the Investor and shall constitute the legal, valid and binding obligations of the Investor, enforceable against the Investor in
accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement
of applicable creditors’ rights and remedies.


 


(c)           Experience
of Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the
Securities, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an
investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


 


(d)           Information. The Investor understands that its investment in the Securities involves a high degree of risk. The Investor
(i) is able to bear the economic risk of an investment in the Securities including a total loss thereof, (ii) has such knowledge
and experience in financial and business matters that it is capable of evaluating the merits and risks of the proposed investment
in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers of the Company concerning
the financial condition and business of the Company and other matters related to an investment in the Securities. Neither such
inquiries nor any other due diligence investigations conducted by the Investor or its representatives shall modify, amend or affect
the Investor’s right to rely on the Company’s representations and warranties contained in Section 3 below. The
Investor has sought such accounting, legal and tax advice from its own independent advisor as it has considered necessary to make
an informed investment decision with respect to its acquisition of the Securities.


 


(e)           No Governmental Review. The Investor understands that no United States federal or state agency or any other government
or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability
of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 


(f)            Residency. The Investor is a resident of the State of Illinois.


 


(g)           No Short Selling. The Investor represents and warrants to the Company that at no time prior to the date of this Agreement
has the Investor or any of its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly
or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of
the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.


 






     


     


    

 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The
Company represents and warrants to the Investor that, as of the date hereof and as of the Closing Date:


 


(a)           Organization
and Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate
power and authority to own and use its properties and assets and to carry on its business as currently conducted.  Neither
the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of
formation or incorporation, bylaws or other organizational or charter documents.  Each of the Company and the Subsidiaries
is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure
to be so qualified or in good standing, as the case may be, would not reasonably be expected to result in a Material Adverse Effect,
and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification. The Company has no Subsidiaries except as set forth on Exhibit 21 to the Company’s
Annual Report on Form 10-K for the year ended June 30, 2019. As used in this Agreement, “Material Adverse Effect”
means any material adverse effect on (i) the enforceability of this Agreement, (ii) the results of operations, assets, business
or financial condition of the Company and its Subsidiaries, taken as a whole, other than any material adverse effect that resulted
exclusively from (A) any change in the United States or foreign economies or securities or financial markets in general that does
not have a disproportionate effect on the Company and its Subsidiaries, taken as a whole, (B) any change that generally affects
the industry in which the Company and its Subsidiaries operate that does not have a disproportionate effect on the Company and
its Subsidiaries, taken as a whole, (C) any change arising in connection with earthquakes, other acts of God (including the COVID-19
pandemic), hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such
acts of God, hostilities, acts of war, sabotage or terrorism or military actions existing as of the date hereof, (D) any action
taken by the Investor, its affiliates or its or their successors and assigns with respect to the transactions contemplated by this
Agreement, (E) the effect of any change in applicable laws or accounting rules that does not have a disproportionate effect on
the Company and its Subsidiaries, taken as a whole, or (F) any change resulting from compliance with terms of this Agreement or
the consummation of the transactions contemplated by this Agreement, or (iii) the Company’s ability to perform in any material
respect on a timely basis its obligations under this Agreement to be performed as of the date of determination. All of the direct
and indirect Subsidiaries of the Company are set forth in the SEC Documents (as defined below). “Subsidiaries”
means any entity in which the Company, directly or indirectly, (A) owns any of the outstanding capital stock or holds any equity
or similar interest of such Person (as defined below) or (B) controls or operates all or any part of the business, operations or
administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary”.


 


(b)           Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, and to issue the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby, including without limitation,
the reservation for issuance and the issuance of the Securities issuable under this Agreement, have been duly authorized by the
Company’s Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or
any committee thereof, or its stockholders (except as set forth in Section 2(e) hereof), (iii) this Agreement has been duly executed
and delivered by the Company and (iv) this Agreement constitutes the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors’ rights and remedies.


 






     


     


    

 


(c)           Capitalization.
As of the date hereof, the authorized capital stock of the Company is set forth in the SEC Documents (as defined below). Except
as disclosed in the Registration Statement or the SEC Documents, (i) no shares of the Company’s capital stock are subject
to preemptive rights or any other similar rights or any Liens (as defined below) suffered or permitted by the Company, (ii) there
are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or
any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries
is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants,
scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible
into, any shares of capital stock of the Company or any of its Subsidiaries (other than options to purchase 1,883,300 shares of
common stock and restricted stock units to acquire 41,150 shares of common stock granted under the Company’s 2018 Omnibus
Equity Incentive Plan since March 18 2020), (iv) there are no agreements or arrangements under which the Company or any of its
Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except that certain Registration
Rights Agreement by and between the Investor and the Company), (v) there are no outstanding securities or instruments of the Company
or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered
by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement.


 


(d)           Issuance
of Securities. Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Securities
shall be validly issued, fully paid and nonassessable and free from all taxes, Liens, charges, restrictions, rights of first refusal
and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of
Common Stock.


 


(e)           No
Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby will not (i) result in a violation of the Certificate of Incorporation, any Certificate of
Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict
with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the
Company is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state
securities laws and regulations and the rules and regulations of the NYSE American (or any nationally recognized successor thereto)
(the “Principal Market”) Principal Market applicable to the Company) or by which any property or asset of the
Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations,
cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract, agreement,
mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company
or its Subsidiaries, except for possible conflicts, defaults, terminations or amendments that would not reasonably be expected
to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall not be conducted,
in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which
either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect. Except as specifically
contemplated by this Agreement and as required under the Securities Act or applicable state securities laws and the rules and regulations
of the Principal Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform
any of its obligations under or contemplated by this Agreement in accordance with the terms hereof or thereof. Except as set forth
elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain
pursuant to the preceding sentence shall be obtained or effected on or prior to the Closing Date.


 






     


     


    

 


(f)            SEC
Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required
to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof,
for the twelve months preceding the date hereof (the foregoing materials, including the exhibits thereto and documents incorporated
by reference therein, being collectively referred to herein as the “SEC Documents”) on a timely basis or has
received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension.  As
of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and
the Exchange Act, as applicable. None of the SEC Documents, when filed, 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 the light of the
circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing.  Such financial statements (i) have been prepared in accordance with United
States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”),
except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements
may not contain all footnotes required by GAAP, and (ii) fairly present in all material respects the financial position of
the Company and its consolidated Subsidiaries as of and for 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, immaterial, year-end audit adjustments. Except
as publicly available through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) or in connection
with a confidential treatment request submitted to the SEC, the Company has received no notices or correspondence from the SEC
for the one year preceding the date hereof other than SEC comment letters relating to the Company’s filings under the Exchange
Act and the Securities Act. There are no “open” SEC comments. To the Company’s knowledge, the SEC has
not commenced any enforcement proceedings against the Company or any of its Subsidiaries.


 


(g)           Absence
of Certain Changes. Except as disclosed in the Registration Statement or the SEC Documents, since June 30, 2019, there has
been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company
or its Subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant
to any Bankruptcy Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors
intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to
pay its debts as they become due.


 


(h)           Absence
of Litigation. Except as disclosed in the Registration Statement or the SEC Documents, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company, the Common Stock or
any of the Company’s Subsidiaries or any of the Company’s or the Company’s Subsidiaries’ officers or directors
in their capacities as such, which would reasonably be expected to have a Material Adverse Effect.


 


(i)            Acknowledgment
Regarding Investor’s Status. The Company acknowledges and agrees that the Investor is acting solely in the capacity
of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further
acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with
respect to the this Agreement and the transactions contemplated hereby and any advice given by the Investor or any of its representatives
or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Investor’s
purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into this
Agreement has been based solely on the independent evaluation by the Company and its representatives and advisors.


 






     


     


    

 


(j)            Intellectual
Property Rights. Except as disclosed in the Registration Statement or the SEC Documents, the Company and its Subsidiaries own
or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations,
service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets
and rights necessary to conduct their respective businesses as now conducted. None of the Company’s material trademarks,
trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses,
approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the
terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of any material trademark, trade name rights,
patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret
or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by
others, and there is no claim, action or proceeding being made or brought against, or to the Company’s knowledge, being threatened
against, the Company or its Subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license,
service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected
to have a Material Adverse Effect.


 


(k)           Environmental
Laws. The Company and its Subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local
laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or
wastes, pollutants or contaminants (“Environmental Laws”), (ii) have received all permits, licenses or other
approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance
with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the
failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(l)            Title.
The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable
title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case
free and clear of all liens, encumbrances and defects (“Liens”) and, except for Liens as do not materially affect
the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company
and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor
subject to penalties.  Any real property and facilities held under lease by the Company and the Subsidiaries are held
by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance with such
exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by
the Company and its Subsidiaries.


 


(m)          Regulatory
Permits. The Company and its Subsidiaries possess all material certificates, authorizations and permits issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, and neither
the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such
material certificate, authorization or permit.


 


(n)           Tax
Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported
taxes) and 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 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
officers of the Company know of no basis for any such claim.


 






     


     


    

 


(o)           Transactions
With Affiliates. Except as disclosed in the SEC Documents, to the Company’s knowledge, none of the Company’s
stockholders, officers or directors or any family member or affiliate of any of the foregoing, has either directly or indirectly
an interest in, or is a party to, any transaction that would be required to be disclosed as a related party transaction pursuant
to Item 404 of Regulation S-K promulgated under the Securities Act.


 


(p)           Application
of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Closing Date all necessary
action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any
distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws
of the state of its incorporation which is or could become applicable to the Investor as a result of the transactions contemplated
by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Investor’s ownership
of the Securities.


 


(q)           Disclosure.
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement that will be timely
publicly disclosed by the Company, the Company confirms that neither it nor any other individual or entity including but not limited
to any limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof (“Person”) acting on its behalf has provided the Investor or
its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which
is not otherwise disclosed in the Registration Statement or the SEC Documents.   The Company understands and confirms
that the Investor will rely on the foregoing representation in effecting purchases and sales of securities of the Company.  All
of the disclosure furnished by or on behalf of the Company to the Investor regarding the Company, its business and the transactions
contemplated hereby, including the disclosure schedules to this Agreement, taken as a whole, is true and correct in all
material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press
releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole did not as
of their issue date contain any untrue statement of a material fact or omit 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 and when made, not
misleading.  The Company acknowledges and agrees that the Investor neither makes nor has made any representations or
warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.


 


(r)            Foreign
Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of
the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful
expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully
any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation
of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.


 






     


     


    

 


(s)           Registration
Statement. The Company has prepared and filed with the SEC in accordance with the provisions of the Securities Act the Registration
Statement. The Registration Statement was declared effective by order of the SEC on March 19, 2020. The Registration Statement
is effective pursuant to the Securities Act and available for the issuance of the Securities thereunder, and the Company has not
received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the
Registration Statement or the Prospectus or that the SEC otherwise has (i) suspended or withdrawn the effectiveness of the
Registration Statement or (ii) issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement,
in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution”
section of the Prospectus permits the issuance of the Securities hereunder. At the time the Registration Statement and any amendments
thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2)
of the Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects
with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base
Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued
and on the Closing Date, complied and will comply in all material respects with the requirements of the Securities Act and did
not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation
and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity
with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use
therein. The Company meets all of the requirements for the use of a registration statement on Form S-3 pursuant to the Securities
Act for the offering and sale of the Securities contemplated by this Agreement without reliance on General Instruction I.B.6. of
Form S-3, and the SEC has not notified the Company of any objection to the use of the form of the Registration Statement pursuant
to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set
forth in Rule 415(a)(1)(x) pursuant to the Securities Act. The Company has not been since June 30, 2019 and currently is not, an
Ineligible Issuer (as defined in Rule 405 of the Exchange Act). The Company has not distributed any offering material in connection
with the offering and sale of any of the Securities, and, until the Investor does not hold any of the Securities, shall not distribute
any offering material in connection with the offering and sale of any of the Securities, to or by the Investor, in each case, other
than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable
law or this Agreement. The Company has not made, and agrees that unless it obtains the prior written consent of the Investor
it will not make, an offer relating to the Securities that would constitute a “free writing prospectus” as defined
in Rule 405 under the Securities Act. The Company shall comply with the requirements of Rules 164 and 433 under the Securities
Act applicable to any such free writing prospectus consented to by the Investor, including in respect of timely filing with the
SEC, legending and record keeping. The offering of the Securities pursuant to this Agreement qualifies for the exemption from the
filing requirements of Rule 5110 of the FINRA afforded by FINRA Rule 5110(b)(7)(C)(i).


 


(t)            DTC
Eligibility. The Company, through Continental Stock Transfer & Trust Company, or such other Person who is then serving
as the transfer agent for the Company in respect of the Common Stock (the “Transfer Agent”), currently participates
in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties
via the DTC Fast Automated Securities Transfer (FAST) Program.


 


(u)           Sarbanes-Oxley.
The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to
it as of the date hereof.


 


(v)           Fees.
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees,
DTC fees or broker’s commissions (other than for Persons engaged by the Investor) relating to or arising out of the transactions
contemplated by the Agreement. The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including,
without limitation, reasonable attorneys’ fees and out-of- pocket expenses) arising in connection with any claim relating
to any such payment. Except as otherwise set forth in the Agreement, each party to this Agreement shall bear its own expenses in
connection with the sale of the Securities to the Investor.


 


(w)          Investment
Company. The Company is not required to be registered as, and immediately after receipt of payment for the Securities will
not be required to be registered as, an “investment company” within the meaning of the Investment Company Act of 1940,
as amended.


 






     


     


    

 


(x)            Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company
has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the
Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating
terminating such registration. Except as disclosed in the SEC Documents, the Company has not, in the twelve (12) months preceding
the date hereof, received any notice from any Person to the effect that the Company is not in compliance with the listing or maintenance
requirements of the Principal Market. Except as disclosed in the SEC Documents, the Company has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(y)           Accountants.
The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an
independent registered public accounting firm as required by the Securities Act.


 


(z)            No
Market Manipulation. The Company has not, and to its knowledge no Person acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate
the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases
of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any
other securities of the Company.


 


		4.	COVENANTS.



 


(a)           Reasonable Best Efforts. The Investor shall use its reasonable best efforts to timely satisfy each of the covenants
hereunder and conditions to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its reasonable
best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7
of this Agreement.


 


(b)           Blue Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine
is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Investor at the Closing pursuant
to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an
exemption from such qualification), and shall provide evidence of any such action so taken to the Investor on or prior to the Closing
Date. The Company shall make any filings and reports relating to the offer and sale of the Securities required under applicable
securities or “Blue Sky” laws of the states of the United States following the Closing Date.


 


(c)           Disclosure of Transaction. The Company shall, on or before 9:00 a.m., New York time, on the first (1st) Business
Day after the date of this Agreement, (i) file with the SEC a Current Report on Form 8-K reasonably acceptable to the Investor
describing all the material terms of the transactions contemplated by the Agreement in the form required by the 1934 Act and attaching
all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement), (including
all attachments, the “8- K Filing”), and (ii) file with the SEC the Prospectus Supplement pursuant to Rule 424(b)
under the Securities Act specifically relating to the transactions contemplated by, and describing the material terms and conditions
of, this Agreement, containing information previously omitted at the time of effectiveness of the Registration Statement in reliance
on Rule 430B under the Securities Act, and disclosing all information relating to the transactions contemplated hereby required
to be disclosed in the Registration Statement and the Prospectus as of the date of the Prospectus Supplement, including, without
limitation, information required to be disclosed in the section captioned “Plan of Distribution” in the Prospectus.
The Company shall permit the Investor to review and comment upon the Current Report and the Prospectus Supplement within a reasonable
time prior to their filing with the SEC, the Company shall give reasonable consideration to all such comments, and the Company
shall not file the Current Report or the Prospectus Supplement with the SEC in a form to which the Investor reasonably objects.
The Investor shall furnish to the Company such information regarding itself, the Securities beneficially owned by it and the intended
method of distribution thereof, including any arrangement between the Investor and any other Person relating to the sale or distribution
of the Securities, as shall be reasonably requested by the Company in connection with the preparation and filing of the Current
Report and the Prospectus Supplement, and shall otherwise cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of the Current Report and the Prospectus Supplement with the SEC. From and after the
filing of the 8-K, the Company shall have disclosed all material, non- public information (if any) provided to any of the Investor
by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with
the transactions contemplated by the Agreement. In addition, effective upon the filing of the 8-K, the Company acknowledges and
agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company,
any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any
of the Investor or any of their affiliates, on the other hand, shall terminate, other than the confidentiality restrictions set
forth in Section 5(f) of the Purchase Agreement, dated March 19, 2020, between the Company and Investor (the “Purchase
Agreement”), which shall continue in accordance with their terms.


 






     


     


    

 


(d)           Aggregation. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
will take, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security other than
to the Investor, under circumstances that would cause the issuance of any of the Securities to require approval of stockholders
of the Company under the rules of the Principal Market.


 


(e)           Additional
Issuance of Securities. The Company agrees that for the period commencing on the date hereof and ending on the date immediately
following the tenth (10th) calendar day after the Closing Date, neither the Company nor any of its Subsidiaries shall directly
or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer,
sale, grant of any option or right to purchase or other disposition of) any equity security or any equity-linked or related security
(including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the
Securities Act)). Notwithstanding the foregoing, this Section 4(f) shall not apply in respect of the issuance of (A) shares
of Common Stock or standard options to purchase Common Stock to directors, officers, employees, or consultants of the Company
in their capacity as such pursuant to an Approved Stock Plan (as defined below), provided that the exercise price of any such
options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the
terms or conditions of any such options are otherwise materially changed in any manner that adversely affects the Investor; (B)
shares of Common Stock issued upon the conversion or exercise of Convertible Securities (as defined below) (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) issued prior
to the date hereof, provided that the conversion, exercise or other method of issuance (as the case may be) of any such Convertible
Security is made solely pursuant to the conversion, exercise or other method of issuance (as the case may be) provisions of such
Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion, exercise
or issuance price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (A) above) is not lowered, none of such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above) are amended to
increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (A) above)
are otherwise materially changed in any manner that adversely affects the Investor; (C) the Securities, and (D) sales of Common
Stock pursuant to the Purchase Agreement, as may be mutually agreed with Investor. “Approved Stock Plan” means
any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date
hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, consultant,
officer or director for services provided to the Company in their capacity as such. “Convertible Securities”
means any capital stock or other security of the Company or any of its Subsidiaries that is at any time and under any circumstances
directly or indirectly convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire,
any capital stock or other security of the Company (including, without limitation, Common Stock) or any of its Subsidiaries.


 


		5.	RESERVED.



 


		6.	CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL.



 


The obligation of the Company hereunder to issue and sell the
Securities to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time
in its sole discretion (including with respect to any individual Investor) by providing the Investor with prior written notice
thereof:


 


(a)           The
Investor shall have executed this Agreement and delivered the same to the Company.


 


(b)           The
representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and
as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and the Investor shall have performed, satisfied and complied
in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or
complied with by the Investor at or prior to the Closing Date.


 






     


     


    

 


		7.	CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE.



 


The obligation of
the Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date,
of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be waived
at any time in the Investor’s sole discretion by providing the Company with prior written notice thereof:


 


(a)           The Company shall have duly executed and delivered to the Investor this Agreement, and the Company shall have caused the
Transfer Agent to credit the Securities to the Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system.


 


(b)           The Investor shall have received form of legal opinion and negative assurances letter of the Company’s counsel, in
a form reasonably acceptable to the Investor to be delivered by the Company’s counsel.


 


(c)           The Company shall have delivered to the Investor a fully executed copy of the transfer agent instructions, in the form reasonably
acceptable to the Investor, which instructions shall have been previously delivered to and acknowledged in writing by the Transfer
Agent for the issuance of the Securities, and the Investor shall have received the Securities.


 


(d)           Each and every representation and warranty of the Company shall be true and correct in all material respects as of the date
when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak
as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied
and complied in all material respects with the covenants, agreements and conditions required to be performed, satisfied or complied
with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, duly executed by the Chief
Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be
reasonably requested by the Investor in the form acceptable to the Investor.


 


(e)           The Common Stock (A) shall be listed on the Principal Market and (B) shall not have been suspended, as of the Closing Date,
by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market
have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below
the minimum maintenance requirements of the Principal Market.


 


(f)            The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for
the sale of the Securities, including without limitation, those required by the Principal Market, if any.


 


(g)           No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated
or endorsed by any court or governmental authority that prohibits the consummation of any of the transactions contemplated by this
Agreement.


 


(h)           Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have
or result in a Material Adverse Effect.


 


(i)            The
Company shall have obtained approval of the Principal Market to list (subject only to official notice of issuance) the Securities.


 


(j)            The Investor shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer
of the Company, setting forth the wire transfer instructions of the Company (the “Flow of Funds Letter”).


 


(k)           The Company shall have delivered to the Investor the Prospectus Supplement.


 






     


     


    

 


(l)            From the date hereof to the Closing Date, (i) trading in the Common Stock shall not have been suspended by the SEC or the
Principal Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be
terminated prior to the Closing), and, (ii) at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on the Principal Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities.


 


(m)          The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates
relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.


 


		8.	TERMINATION.



 


In
the event that the Closing shall not have occurred within five (5) Trading Days of the date hereof, then the either party shall
have the right to terminate its obligations under this Agreement at any time on or after the close of business on such date without
liability to the other party; provided, however, the right to terminate this Agreement under this Section 8 shall not be
available to a party if the failure of the transactions contemplated by this Agreement to have been consummated by such date is
the result of such party’s breach of this Agreement. Nothing contained in this Section 8 shall be deemed to release
any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right
of any party to compel specific performance by any other party of its obligations under this Agreement.


 


		9.	MISCELLANEOUS.



 


(a)           Governing
Law; Jurisdiction; Jury Trial. The corporate laws of the State of Delaware shall govern all issues concerning the relative
rights of the Company and its stockholders. All other questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law
or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application
of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state and federal courts sitting in the State of New York, New York county, for the adjudication of any dispute hereunder
or in connection herewith or therewith, or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action
or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained
herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION
HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(b)           Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.


 


(c)           Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or
affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
 “include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement
instead of just the provision in which they are found.


 


(d)           Reserved.


 






     


     


    

 


(e)           Entire Agreement; Amendments. This Agreement and the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein supersede all other prior oral or written agreements between the Investor, the Company, its Subsidiaries,
their affiliates and Persons acting on their behalf, and this Agreement and the schedules and exhibits attached hereto and thereto
and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters
covered herein and therein; provided, however, nothing contained in this Agreement shall (or shall be deemed to) (i) waive, alter,
modify or amend in any other agreement entered into prior to or on the date hereof between or among the Company and/or any of its
Subsidiaries and the Investor, or in any instruments the Investor received from the Company and/or any of its Subsidiaries prior
to or on the date hereof, and all such binding provisions contained all such other agreements and instruments shall continue in
full force and effect. Except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation,
warranty, covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement.
Provisions of this Agreement may be amended only with the written consent of the Company and the Investor. Any amendment of any
provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding upon the Investor
and the Company. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving
party, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall
be binding on the waiving party. The Company has not, directly or indirectly, made any agreements with the Investor relating to
the terms or conditions of the transactions contemplated by this Agreement except as set forth herein. Without limiting the foregoing,
the Company confirms that, except as set forth in this Agreement and except pursuant to the Purchase Agreement, the Investor has
not made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise.
As a material inducement for the Investor to enter into this Agreement, the Company expressly acknowledges and agrees that no due
diligence or other investigation or inquiry conducted by the Investor, any of its advisors or any of its representatives shall
affect the Investor’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement.


 


(f)            Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms
of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii)
upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept
on file by the sending party) or electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service
with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile
numbers and e-mail addresses for such communications shall be:


 


If
to the Company:


 


iBio,
Inc.


600
Madison Avenue, Suite 1601


New
York, NY 10022


		Telephone:	(302) 355-0650



		Facsimile:	(302) 356-1173



		E-mail:	tisett@ibioinc.com



		Attention:	Thomas F. Isett, Chief Executive Officer and Executive
Co-Chairman



 


With a copy to (which shall not
constitute notice or service of process):


 


Andrew Abramowitz,
PLLC


565 Fifth
Avenue, 9th Floor


New York,
NY 10017


		Telephone:	(212) 972-8882



		E-mail:	aa@aalegalnyc.com



		Attention:	Andrew Abramowitz, Esq.



 






     


     


    

 


If to the Investor:


 


Lincoln Park Capital Fund, LLC


440 North Wells, Suite 410


Chicago, IL 60654


		Telephone:	312.822.9300



		Facsimile:	312.822.9301



		E-mail:	jscheinfeld@lpcfunds.com/jcope@lpcfunds.com



		Attention:	Josh Scheinfeld/Jonathan Cope



 


With a copy to (which shall not
constitute notice or service of process):


 


K&L Gates,
LLP


200 S. Biscayne
Blvd., Ste. 3900


Miami, FL
33131


		Telephone:	305.539.3306



		Facsimile:	305.358.7095



		E-mail:	clayton.parker@klgates.com



		Attention:	Clayton E. Parker, Esq.



 


If to the Transfer Agent:


 


Continental
Stock Transfer & Trust Company


1 State Street,
30th Floor


New York,
New York 10004-1561


		Telephone:	(212) 845-3211



		Facsimile:	(212) 845-7608



		Email:	ksantero@continentalstock.com



		Attention:	Kathy Santero



 


or to such other address,
e-mail address and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written
notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given
by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect to each facsimile transmission,
an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii)
above, respectively.


 


(g)           Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent
of the Investor. The Investor may assign some or all of its rights hereunder in connection with any transfer of any of its Securities
without the consent of the Company, in which event such assignee shall be deemed to be the Investor hereunder with respect to
such assigned rights.


 


(h)           No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
other than the Indemnitees referred to in Section 9(k).


 


(i)            Survival.
The representations, warranties, agreements and covenants shall survive the Closing.


 






     


     


    

 


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


 


(k)           Indemnification.


 


(i)            In
consideration of the Investor’s execution and delivery of this Agreement and acquiring the Securities and in addition to
all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless
the Investor, and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees
and direct or indirect investors and any of the foregoing Persons’ agents or other representatives, including, without limitation,
those retained in connection with the transactions contemplated by this Agreement, (the “Indemnitee Affiliates”,
and together with the Investor, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of
whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable
attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result
of, or arising out of, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company
in this Agreement, (ii) any breach of any covenant, agreement or obligation of the Company contained in this Agreement or (iii)
any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes
a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises
out of or results from (A) the execution, delivery, performance or enforcement of this Agreement (provided that the Company shall
not be liable for any Indemnified Liabilities which directly and primarily result from the fraud, gross negligence or willful
misconduct of an Indemnitee), (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with
the proceeds of the issuance of the Securities, (C) the status of the Investor or holder of the Securities either as the Investor
in the Company pursuant to the transactions contemplated by this Agreement or as a party to this Agreement (including, without
limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief), or (D)
with respect to any registration statement of the Company providing for the sale or resale by the Investor of any Securities with
the SEC, (1) any untrue or alleged untrue statement of a material fact contained in such registration statement, any prospectus
or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating
to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading,
except to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding
the Investor furnished in writing to the Company by the Investor expressly for use therein or (2) any violation or alleged violation
by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder in connection
therewith. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall
make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under
applicable law.


 






     


     


    

 


(ii)           Promptly after receipt by an Indemnitee under this Section 9(k) of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect
thereof is to be made against the Company under this Section 9(k), deliver to the Company a written notice of the commencement
thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of
the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee
shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the
Company has agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of
such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability;
or (C) the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the
Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel
were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects
to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof
and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall
not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee
shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability
by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action
or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or
proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay
or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment
or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant
or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such
settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for
hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable
time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section
9(k), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.


 


(iii)          The
indemnification required by this Section 9(k) shall be made by periodic payments of the amount thereof during the course
of the investigation or defense, within thirty (30) days after bills are received or Indemnified Liabilities are incurred.


 


(iv)          The
indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against
the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law; provided that the indemnitee
shall not be entitled to any double or windfall recovery.


 


(l)            Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock
and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits,
stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock
after the date of this Agreement. It is expressly understood and agreed that for all purposes of this Agreement, and without implication
that the contrary would otherwise be true, neither transactions nor purchases nor sales shall include the location and/or reservation
of borrowable shares of Common Stock.


 


(m)          Remedies. The Investor and in the event of assignment by Investor of its rights and obligations hereunder, each holder
of any Securities, shall have all rights and remedies set forth in this Agreement and all rights and remedies which such holders
have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law.
Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without
posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise
all other rights granted by law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform,
observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under this Agreement, any remedy
at law would inadequate relief to the Investor. The Company therefore agrees that the Investor shall be entitled to specific performance
and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any
such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in
this Agreement shall be cumulative and in addition to all other remedies available under this Agreement, at law or in equity (including
a decree of specific performance and/or other injunctive relief).


 






     


     


    

 


(n)           Reserved.


 


(o)           Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under this Agreement
is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts
have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other
amounts are due and payable shall have been canceled.


 


[signature pages
follow]


 






     


     


    

 


IN
WITNESS WHEREOF, the Investor and the Company have caused this Securities Purchase Agreement to be duly executed effective
as of the date first written above.


 


	 	 
	 	THE COMPANY:
	 	 
	 	IBIO, INC.
	 	 
	 	By: 	/s/ Thomas F. Isett	 
	 	Name: Thomas F. Isett
	 	Title: Chief Executive Officer and
	 	Executive Co-Chairman
	 	 
	 	 
	 	INVESTOR:
	 	 
	 	LINCOLN PARK CAPITAL FUND, LLC
	 	BY: LINCOLN PARK CAPITAL, LLC
	 	BY: Rockland Capital Corporation
	 	 
	 	By:	/s/ Joshua Scheinfeld	 
	 	Name: Joshua Scheinfeld
	 	Title: President