EXHIBIT 10.1


FORM OF SECURITIES PURCHASE AGREEMENT


          This
Securities Purchase Agreement (this “Agreement”) is dated as of
__________ ___, 2010 among iBio, Inc., a Delaware corporation (the “Company”),
and each purchaser identified on the signature pages hereto (each, including
its successors and assigns, a “Purchaser” and collectively the “Purchasers”).


          WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to
Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”),
and Rule 506 promulgated thereunder, the Company desires to issue and sell to
each Purchaser, and each Purchaser, severally and not jointly, desires to
purchase from the Company, shares of common stock of the Company and an equal
number of warrants to purchase common stock of the Company, as more fully
described in this Agreement.


          NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agree
as follows:


ARTICLE I

DEFINITIONS


          1.1. Definitions.
In addition to the terms defined elsewhere in this Agreement the following
terms have the meanings set forth in this Section 1.1:


          “Affiliate”
means any Person that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
Person, as such terms are used in and construed under Rule 405 under the
Securities Act. With respect to a Purchaser, any investment fund or managed
account that is managed on a discretionary basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.


          “Board
of Directors” means the board of directors of the Company.


          “Business
Day” means any day except any Saturday, any Sunday, any day which is a
federal legal holiday in the United States or any day on which banking
institutions in the State of New York are authorized or required by law or
other governmental action to close.


          “Closing”
or “Closings” means the closing of the purchase and sale of the
Securities pursuant to Section 2.2.


          “Closing
Date” means the Trading Day when all of the Transaction Documents have been
executed and delivered by the applicable parties thereto, and all conditions
precedent to (i) the Purchasers’ obligations to pay the applicable Purchase
Amount and (ii) the Company’s obligations to deliver the applicable Securities
have been satisfied or waived.


          “Commission”
means the Securities and Exchange Commission.





          “Common
Stock” means the common stock of the Company, par value $0.001 per share.


          “Company
Counsel” means Andrew Abramowitz, PLLC, with offices located at 565 Fifth
Avenue, 9th Floor, New York, New York 10017.


          “Disclosure
Schedules” shall have the meaning ascribed to such term in Section 3.1.


          “Effective
Date” means the date that the initial Registration Statement filed by the
Company pursuant to the Registration Rights Agreement is first declared
effective by the Commission.


          “Escrow
Agent” shall mean Signature Bank, with offices located at 261 Madison Ave,
New York, New York 10016.


          “Escrow Agreement”
shall mean the escrow agreement entered into prior to or on the date hereof, by
and among the Company and the Escrow Agent pursuant to which the Purchasers
shall deposit Purchase Amounts with the Escrow Agent to be applied to the
transactions contemplated hereunder.


          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.


          “Financial
Statements” shall have the meaning assigned to such term in Section 3.1(m).


          “June
Registration Statement” shall have the meaning assigned to such term in
Section 3.2(e).


          “Liens”
means a lien, charge, security interest, encumbrance, right of first refusal,
preemptive right or other similar restriction.


          “Material
Adverse Effect” shall have the meaning assigned to such term in Section
3.1(b).


          “Noble
Financial” shall have the meaning assigned to such term in Section 3.1(n).


          “Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


          “Placement
Agent” shall have the meaning assigned to such term in Section 3.2(h).


          “Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an informal investigation or partial proceeding, such as a
deposition), whether commenced or threatened.


          “Purchase
Amount” means, as to each Purchaser, the aggregate amount to be paid for
Securities purchased hereunder as specified below such Purchaser’s name on the
signature page


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of this Agreement and next to the heading “Purchase Amount,” in United
States dollars and in immediately available funds.


          “Registration
Rights Agreement” means the Registration Rights Agreement, dated the date
hereof, among the Company and the Purchasers, in the form of Exhibit A
attached hereto.


          “Registration
Statement” means a registration statement meeting the requirements set
forth in the Registration Rights Agreement and covering the resale of the
Shares, and the shares of Common Stock underlying the Warrants, by each
Purchaser as provided for in the Registration Rights Agreement.


          “Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


          “Rule
144” means Rule 144 promulgated by the Commission pursuant to the
Securities Act, as such Rule may be amended from time to time, or any similar
rule or regulation hereafter adopted by the Commission having substantially the
same effect as such Rule.


          “SEC
Documents” shall have the meaning ascribed to such term in Section 3.1(m).


          “Securities”
means, collectively, the Shares and the Warrants.


          “Shares”
means the shares of Common Stock sold to each Purchaser pursuant to this
Agreement.


          “Subsidiary”
means any direct or indirect subsidiary of the Company and shall, where
applicable, include any direct or indirect subsidiary of the Company formed or
acquired after the date hereof.


          “Trading
Day” means a day on which the New York Stock Exchange is open for trading.


          “Trading
Market” means the following markets or exchanges on which the Common Stock
is listed or quoted for trading on the date in question: NYSE Amex Equities,
the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select
Market, or the New York Stock Exchange or the OTC Bulletin Board.


          “Transaction
Documents” means this Agreement, the Registration Rights Agreement, the
Warrants, the Escrow Agreement, all exhibits and schedules thereto and hereto
and any other documents or agreements executed in connection with the
transactions contemplated hereunder.


          “Transfer
Agent” means Continental Stock Transfer & Trust Company, the current
transfer agent of the Company with a mailing address of 17 Battery Place, New
York, New York 10004, and a facsimile number of (212) 509-5150, and any
successor transfer agent of the Company.


          “Warrants”
means the warrants to purchase shares of Common Stock issued to each Purchaser
pursuant to this Agreement, in the form of Exhibit B attached hereto.


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ARTICLE II

PURCHASE AND SALE


          2.1. Signing.
On the Closing Date, upon the terms and subject to the conditions set forth
herein, the Company agrees to sell, and the Purchasers, severally and not
jointly, agree to purchase, a minimum of $6,000,000 and a maximum of $8,000,000
of Securities. The Closing Date shall be no later than October 29, 2010, which
deadline may be extended by up to thirty (30) days upon the mutual written
consent of the Company and the Placement Agent. On or prior to the Closing
Date, each Purchaser shall deliver (1) to the Escrow Agent, via wire transfer
or a certified check, immediately available funds equal to its Purchase Amount
and (2) to the Company, this Agreement duly executed by such Purchaser. On or
prior to the Closing Date, the Company shall deliver to each Purchaser, this Agreement
duly executed by the Company.


          2.2. Closing.
On the Closing Date, upon the terms and subject to the conditions set forth
herein, the Company shall deliver to each Purchaser its respective Securities,
as determined pursuant to Section 2.3(a), and the Company and each Purchaser
shall deliver the other items set forth in Section 2.3 deliverable at the
Closing. Upon satisfaction of the conditions set forth in Sections 2.3 and 2.4,
the Closing shall occur at the offices of Company Counsel or such other
location as the parties shall mutually agree. The parties hereto acknowledge
that there may be more than one Closing in connection with transactions
contemplated by this Agreement in the event that the conditions to Closing set
forth in Section 2.4(a) are not met as to any Purchaser as of the time of the
first Closing, in order to allow for the sale of Securities to such Purchaser
on a date subsequent to the first Closing; provided, that any subsequent
Closings shall occur within ten (10) days of the first Closing.


          2.3. Closing
Deliveries.


          (a) On the
Closing Date, the Company shall deliver or cause to be delivered to each
Purchaser the following:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 irrevocable instructions to the Transfer Agent instructing the
 Transfer Agent to deliver a certificate evidencing a number of Shares equal
 to such Purchaser’s Purchase Amount divided by the per share purchase price
 of $2.00 (the “Purchase Price”), registered in the name of such
 Purchaser; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Registration Rights Agreement in the form attached hereto as Exhibit A
 duly executed by the Company;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 a Warrant in the form attached hereto as Exhibit B duly
 executed by the Company, exercisable for the number of shares of Common Stock
 equal to such Purchaser’s Purchase Amount divided by the Purchase Price, with
 an exercise price equal to $2.20 per share, registered in the name of such
 Purchaser; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 an opinion of Company Counsel, in form and substance satisfactory to
 the Company and the Placement Agent.

 


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          (b) On or
before the Closing Date, each Purchaser shall deliver or cause to be delivered
to the Company and the Placement Agent (or, in case of the Purchase Amount, to
the Escrow Agent) the following:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the Registration Rights Agreement duly executed by such Purchaser; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Accredited Investor Questionnaire; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 the Purchase Amount.

 


          2.4. Closing
Conditions.


          (a) The
obligations of the Company hereunder in connection with the Closing as to any
Purchaser are subject to the following conditions being met:


	
  

 	
  

 	
  

 
	
  

 	
 (i)

 	
 the accuracy in all material respects on the Closing Date of the
 representations and warranties of such Purchaser contained herein;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 all obligations, covenants and agreements of such Purchaser required
 to be performed at or prior to the Closing Date shall have been performed;
 and

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the delivery by such Purchaser of the items set forth in Section
 2.3(b) of this Agreement.

 
	
  

 	
  

 	
  

 
	
           (b) The
 respective obligations of the Purchasers hereunder in connection with the
 Closing are subject to the following conditions being met:

 
	
  

 	
  

 	
  

 
	
  

 	
  (i)

 	
 the accuracy in all material respects when made and on the Closing
 Date of the representations and warranties of the Company contained herein;

 
	
  

 	
  

 	
  

 
	
  

 	
 (ii)

 	
 all obligations, covenants and agreements of the Company required to
 be performed at or prior to the Closing Date shall have been performed;

 
	
  

 	
  

 	
  

 
	
  

 	
 (iii)

 	
 the delivery by the Company of the items set forth in Section 2.3(a)
 of this Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (iv)

 	
 there shall have been no Material Adverse Effect with respect to the
 Company since the date hereof; and

 
	
  

 	
  

 	
  

 
	
  

 	
 (v)

 	
 from the date hereof to the Closing Date, trading in the Common Stock
 shall not have been suspended by the Commission or the Company’s principal
 Trading 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, 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 any Trading Market, nor
 shall a banking moratorium have been declared either by the

 


5









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 United States or New York State authorities nor shall there have
 occurred any material outbreak or escalation of hostilities or other national
 or international calamity of such magnitude in its effect on, or any material
 adverse change in, any financial market which, in each case, in the
 reasonable judgment of each Purchaser, makes it impracticable or inadvisable
 to purchase the Securities at the Closing.

 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


          3.1. Representations
and Warranties of the Company. Except as set forth under the corresponding
section of the disclosure schedules delivered to the Purchasers concurrently
herewith (the “Disclosure Schedules”), attached hereto as Exhibit C,
which Disclosure Schedules shall be deemed a part hereof, the Company hereby
makes the representations and warranties set forth below to each Purchaser:


          (a) Subsidiaries.
The Company has no Subsidiaries. Any references to the Subsidiaries or any of
them in the Transaction Documents shall be disregarded, unless such references
are to Subsidiaries formed after the date hereof.


          (b) Organization
and Qualification. The Company is an entity duly incorporated or otherwise
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, with the requisite power and authority to
own and use its properties and assets and to carry on its business as currently
conducted. The Company is not in violation or default of any of the provisions
of its certificate of incorporation, bylaws or other organizational or charter
documents. The Company is duly qualified to conduct business and is in good
standing as a foreign corporation 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, could not have or reasonably be expected to result in (i) a
material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of
operations, assets, business, properties or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material
adverse effect on the Company’s ability to perform in any material respect on a
timely basis its obligations under any Transaction Document (any of (i), (ii)
or (iii), 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.


          (c) Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by each of the
Transaction Documents, to issue the Securities in accordance with the terms
hereof and thereof and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of each of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby
and thereby, including the issuance of the Securities, have been duly
authorized by all necessary action on the part of the Company and no further
action is required by the Company, the Board of Directors or the Company’s
stockholders in connection therewith other than in connection with the Required
Approvals. Each Transaction Document has been (or upon delivery will have been)
duly executed by the Company and, when delivered


6





in accordance with the terms hereof and thereof, will constitute the
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting enforcement of creditors’ rights
generally.


          (d) No
Conflicts. The execution, delivery and performance of the Transaction
Documents by the Company and the consummation by the Company of the other
transactions contemplated hereby and thereby (including, without limitation, the
issuance of the Securities) do not and will not: (i) conflict with or violate
any provision of the Company’s or any Subsidiary’s certificate or articles of
incorporation, bylaws or other organizational or charter documents, or (ii)
conflict with, or constitute a default (or an event that with notice or lapse
of time or both would become a default) under, result in the creation of any
Lien upon any of the properties or assets of the Company or any Subsidiary, or
give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with
or result in a violation of any law, rule, regulation, order, judgment,
injunction, decree or other restriction of any court or governmental authority
to which the Company or a Subsidiary is subject (including federal and state
securities laws and regulations and the rules and regulations of any Trading
Market on which the Common Stock is traded or quoted), or by which any property
or asset of the Company or a Subsidiary is bound or affected, except in the
cases of conflicts described in clauses (ii) or (iii) that would not have a
Material Adverse Effect.


          (e) Filings,
Consents and Approvals. The Company is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other
governmental authority or other Person in connection with the execution,
delivery and performance by the Company of the Transaction Documents, including
but not limited to the issuance and sale of securities, other than (i) filings
required pursuant to the Exchange Act, (ii) the filing with the Commission of
the Registration Statement, and (iii) the filing of Form D with the Commission
and such filings as are required to be made under applicable state securities
laws (collectively, the “Required Approvals”) and filings which if not
made would not result in a Material Adverse Effect.


          (f) Issuance
of the Securities. The Shares, and the shares of Common Stock underlying
the Warrants, are duly authorized and, when issued and paid for in accordance
with the applicable Transaction Documents, will be duly and validly issued,
fully paid and nonassessable, free and clear of all taxes and charges with
respect thereof and free and clear of all Liens imposed by the Company other
than restrictions on transfer provided for in the Transaction Documents. The
Securities would not have been issued or sold in violation of any preemptive or
similar rights of the holders of any securities of the Company.


          (g) Conduct
of Business. The conduct of business by the Company as presently conducted
is not subject to continuing oversight, supervision, regulation or examination
by any governmental official or body of the United States or any other
jurisdiction wherein the


7





Company conducts or proposes to conduct such business, except (i) as
such regulation as is applicable to commercial enterprises generally, and (ii)
by the U.S. Food and Drug Administration. The Company has obtained all
requisite licenses, permits and other governmental authorization necessary to
conduct its business as presently, and as proposed to be, conducted, except
where the failure to obtain such license, permit or other governmental
authorization would not result in a Material Adverse Effect, and the Company
has not received any notice of proceedings relating to the revocation or
modification of any such license, permit or other governmental authorization. 


          (h) Compliance.
No default or violation by the Company or, to the best knowledge of the
Company, any other party exists in the due performance under any agreement to
which the Company is a party or to which any of its assets is subject
(collectively, the “Company Agreements”), except for such defaults or
violations that would not result in a Material Adverse Effect, and the Company
has not received notice of any claim that it is in default or violation of any
Company Agreement. The Company is not in violation of any order of any court,
arbitrator or governmental body, and is not, and has not been, in violation of
any statute, rule or regulation of any governmental authority, except in each
case as would not result in a Material Adverse Effect.


          (i) Intellectual
Property. The Company owns all right, title and interest in, or possesses
adequate and enforceable rights to use, all patents, patent applications,
trademarks, trade names, service marks, copyrights, rights, licenses,
franchises, trade secrets, confidential information, processes, formulations,
software and source and object codes necessary for the conduct of its business
(collectively, the “Intangibles”), except for such defects in ownership
rights that would not result in a Material Adverse Effect. To the knowledge of
the Company, it has not infringed upon the rights of others with respect to the
Intangibles and the Company has not received notice that it has or may have infringed
or is infringing upon the rights of others with respect to the Intangibles, or
any notice of conflict with the asserted rights of others with respect to the
Intangibles that could, individually or in the aggregate, have a Material
Adverse Effect. 


          (j) Anti-Terrorism.
Neither the sale of the Securities by the Company nor its use of the proceeds
thereof will violate the Trading with the Enemy Act, as amended, or any of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto. Without limiting the foregoing, the Company
is not (a) a person whose property or interests in property are blocked
pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) a person who
engages in any dealings or transactions, or be otherwise associated, with any
such person. The Company and its subsidiaries are in compliance, in all
material respects, with the USA Patriot Act of 2001 (signed into law October
26, 2001).


          (k) Capitalization;
Additional Issuances. The issued and outstanding securities of the Company
as of October 6, 2010 are as set forth in Schedule 3.1(k) hereto. Except
as set forth in Schedule 3.1(k), as of October 6 2010 there are no
outstanding agreements or preemptive or similar rights affecting the Company’s
Common Stock and no outstanding rights, warrants or


8





options to acquire, or instruments convertible into or exchangeable
for, or agreements or understandings with respect to the sale or issuance of
any Common Stock of the Company. Except as set forth in the SEC Reports, the
Company has not issued any capital stock since its most recently filed periodic
report under the Exchange Act, other than pursuant to the exercise of employee
stock options under the Company’s stock option plans. No Person has any right
of first refusal, preemptive right, right of participation or any similar right
to participate in the transactions contemplated by this Agreement. Except as
set forth in Schedule 3.1(k), the issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other
securities to any Person (other than the Purchasers and other than the
Placement Agent as set forth in Section 4.4) and will not result in a right of
any holder of Company securities to adjust the exercise, conversion, exchange
or reset price under any of such securities. All of the outstanding shares of
capital stock of the Company are validly issued, fully paid and nonassessable,
have been issued in compliance with all federal and state securities laws, and
none of such outstanding shares was issued in violation of any preemptive
rights or similar rights to subscribe for or purchase securities. 


          (l) Litigation.
Except as disclosed in Schedule 3.1(l), there are no legal proceedings,
other than routine litigation incidental to the business, pending or, to the
knowledge of the Company, threatened against or involving the Company or any of
its respective property or assets, except for proceedings that if determined
adversely to the Company would not result in a Material Adverse Effect. There
are no outstanding orders, judgments, injunctions, awards or decrees of any
court, governmental or regulatory body or arbitration tribunal against or
involving the Company, except for orders, judgments, injunctions, awards or
decrees that would not have a Material Adverse Effect. There has not been, and
to the knowledge of the Company, there is not pending or contemplated, any
inquiry, investigation or similar proceeding by the Commission involving the
Company or any current or former director or officer of the Company. The
Commission has not issued any stop order or other order suspending the
effectiveness of any registration statement filed by the Company under the
Exchange Act or the Securities Act. 


          (m) SEC
Reports. The Company has filed all reports required to be filed by it under
the Exchange Act, for
the two years preceding the date hereof (or such shorter period as the Company
was required by law to file such material)(all of the
foregoing filed prior to the date hereof and all exhibits included therein and
financial statements and schedules thereto and documents incorporated by
reference therein, being hereinafter referred to as the “SEC Documents”).
As of their respective dates, the SEC Documents complied in all material
respects as to form with the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the Commission promulgated
hereunder, and 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 light
of the circumstances under which they were made, not misleading. The Company
has advised the Purchasers that a correct and complete copy of each of the SEC
Documents (together with all exhibits and schedules thereto and as amended to
date) is available at http://www.sec.gov, a website maintained by the
Commission where the Purchasers may view the SEC Documents. The financial
statements of the Company included in the SEC Documents (the “Financial Statements”) comply in all material respects with
applicable accounting requirements and the rules and regulations of the
Commission with respect thereto as in effect at the time of filing. Such
financial statements have been prepared in all material respects in accordance
with


9





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 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.


          (n) Brokers.
Except for Noble International Investments, Inc. d/b/a Noble Financial Capital
Markets, Inc. (“Noble Financial”), the Company has not employed any
unaffiliated broker or finder, or incurred any liability for any brokerage or
finders fees or any similar fees or commissions in connection with the
transactions contemplated by this Agreement.


          (o) Related
Party Transactions. Except as disclosed in the SEC Documents, there are no
oral or written agreements, understandings or proposed transactions between the
Company, on the one hand, and any of the Company’s officers, directors,
stockholders, or Employees (as defined below), on the other hand, other than
(a) for payment for services rendered, (b) reimbursement for reasonable
expenses incurred on behalf of the Company; and (c) 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). None of the officers, directors or stockholders of
the Company or any members of their immediate families are indebted to the
Company or, to the Company’s knowledge, have any direct or indirect ownership
interest in any firm or corporation with which the Company is affiliated or
with which the Company has a business relationship, or any firm or corporation
which competes with the Company, except that officers, directors and/or
stockholders of the Company may own stock in publicly traded companies which
may compete with the Company. To the Company’s knowledge, no officer or
director or any stockholder of the Company or any member of their respective
immediate families, has, directly or indirectly, an interest in any contract
with the Company (other than such contracts as relate to any such person’s
ownership of capital stock or other securities of the Company). To the
Company’s knowledge, there is no familial or other significant business
relationship that exists between or among any Employee of the Company and any
customer, supplier, vendor or contractor of the Company. For purposes of this
Agreement, “Employee”
shall mean any person employed by the Company, whether directly or indirectly,
by lease or co-employment arrangement with a third-party or otherwise.


          (p) Title.
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 (i) those resulting from taxes which have not yet become
delinquent, (ii) minor liens and encumbrances that do not detract from the
value of the property subject thereto or impair the operations of the Company,
and (iii) those that have otherwise arisen in the ordinary course of business.
All facilities, machinery, equipment, fixtures, vehicles and other properties
owned, leased or used by the Company are in good operating condition and repair
and are fit and usable for the purposes for which they are being used. The
Company is in material compliance with all terms of each lease to which it is a
party or is otherwise bound. 


          (q) Registration
Rights. Except as provided for in the Registration Rights Agreement, and
except as disclosed in Schedule 3.1(q), no Person has any right to cause
the


10





Company to effect the registration under the Securities Act of any
securities of the Company, which rights are currently not satisfied. 


          (r) Listing
and Maintenance Requirements. The Common Stock is registered pursuant to
Section 12(b) or 12(g) 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 under the Exchange Act nor has
the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding
the date hereof, received notice from any Trading Market on which the Common
Stock is or has been listed or quoted to the effect that the Company is not in
compliance with the listing or maintenance requirements of such Trading Market.
The Company is, and 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. 


          (s) Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of
the latest audited financial statements included within the SEC Reports, except
as specifically disclosed in the SEC Reports or the draft Annual Report on Form
10-K for the year ended June 30, 2010, attached hereto as Exhibit H, (i)
there has been no event, occurrence of development that has had or could
reasonably be expected to result in a Material Adverse Effect, (ii) the Company
has not incurred any liabilities (contingent or otherwise) other than (A) trade
payables and accrued expenses incurred in the ordinary course of business
consistent with past practice and (B) liabilities not required to be reflected
in the Company’s financial statements pursuant to GAAP or required to be
disclosed in filings made with the Commission, (iii) the Company has not
altered its method of accounting, (iv) the Company has not declared or made any
dividend or distribution of cash or other property to its stockholders or
purchased, redeemed, or made any agreements to purchase or redeem any shares of
its capital stock and (v) the Company has not issued any equity securities to
any officer, director or Affiliate, except pursuant to existing Company stock
option plans. The Company does not have pending before the Commission any
request for confidential treatment of information. Except for the issuance of
the Securities contemplated by this Agreement, no event, liability or
development has occurred or exists with respect to the Company or its business,
properties, operations or financial condition, that would be required to be
disclosed by the Company under applicable securities laws at the time this
representation is made that has not been publicly disclosed at least one
Business Day prior to the date that this representation is made. 


          (t) Disclosure.
The representations, warranties and other statements contained in this
Agreement, the Disclosure Schedules and any other documents provided to the
Purchasers do not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements contained
herein or therein not misleading.


          3.2. Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no
other Purchaser, hereby, represents and warrants as of the date hereof and as
of the Closing Date to the Company as follows:


          (a) Organization;
Authority. Such Purchaser is an entity duly organized, validly existing and
in good standing under the laws of the jurisdiction of its organization with
full right, corporate or partnership power and authority to enter into and to
consummate the transactions


11





contemplated by the Transaction Documents and otherwise to carry out
its obligations hereunder and thereunder. The execution and delivery of the
Transaction Documents and performance by such Purchaser of the transactions
contemplated by the Transaction Documents have been duly authorized by all
necessary corporate or similar action on the part of such Purchaser. Each
Transaction Document to which it is a party has been duly executed by such
Purchaser, and when delivered by such Purchaser in accordance with the terms
hereof, will constitute the valid and legally binding obligation of such
Purchaser, enforceable against it in accordance with its terms, except (i) as
limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may
be limited by applicable law.


          (b) Own
Account. Such Purchaser understands that the Securities are “restricted
securities” and have not been registered under the Securities Act or any
applicable state securities law and is acquiring the Securities as principal
for its own account and not with a view to or for distributing or reselling
such Securities or any part thereof in violation of the Securities Act or any
applicable state securities law, has no present intention of distributing any
of such Securities in violation of the Securities Act or any applicable state
securities law and has no direct or indirect arrangement or understandings with
any other persons to distribute or regarding the distribution of such
Securities (this representation and warranty not limiting such Purchaser’s
right to sell the Securities pursuant to the Registration Statement or
otherwise in compliance with applicable federal and state securities laws) in
violation of the Securities Act or any applicable state securities law. Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its
business.


          (c) Purchaser
Status. At the time such Purchaser was offered the Securities, it was, and
at the date hereof it is either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or
(ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities
Act. Such Purchaser is not required to be registered as a broker-dealer under
Section 15 of the Exchange Act. Such Purchaser will complete execute an
Accredited Investor Questionnaire in the form attached hereto as Exhibit D
and deliver the same to the Placement Agent simultaneously with the execution
of this Agreement.


          (d) Experience
of Such Purchaser. Such Purchaser, 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. Such Purchaser 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. Such Purchaser (i) has adequate means
of providing for its current needs in the same manner as it would have been
able to provide prior to making the investment in the Securities, (ii) has
no need for liquidity in this investment, (iii) is aware of and able to
bear the risks of this investment for an indefinite period of time and
(iv) is presently able to afford a complete loss of such investment.


          (e) General
Solicitation. Such Purchaser is not purchasing the Securities as a result
of any advertisement, article, notice or other communication regarding the
Securities published in


12





any newspaper, magazine or similar media or broadcast over television
or radio or presented at any seminar or any other general solicitation or
general advertisement including the Form S-1 Registration Statement filed with
the Commission on June 7, 2010 (the “June Registration Statement”).


          (f) Information.
Such Purchaser represents that it has access to and has reviewed copies of the
Company’s SEC Documents, the June Registration Statement and each of the
exhibits attached hereto. Such Purchaser and its attorneys, investment
advisors, business advisors, tax advisors and accountants have had sufficient
access to all documents and records pertaining to the Company and this proposed
investment, including but not limited to the SEC Documents and the exhibits
attached hereto. Additionally, such Purchaser and all of its advisors have had
the opportunity to ask questions and receive answers concerning the terms and
conditions of the offering and other matters pertaining to this investment, and
all such questions have been answered to the satisfaction of such Purchaser.
Such Purchaser and all of its advisors have had an opportunity to obtain any
additional information which the Company possesses, or can acquire without
unreasonable effort or expense, necessary to verify the accuracy of the
information furnished in the SEC Documents, the June Registration Statement and
any exhibits attached hereto.


          (g) Risk/Lack
of Market. Such Purchaser recognizes that an investment in the Securities
involves significant risks, including, without limitation, those set forth in
the SEC Documents, the June Registration Statement and any of the exhibits
attached hereto. Such Purchaser has reviewed the Risk Factors attached hereto
and made a part hereof as Exhibit E. Such Purchaser acknowledges that
the Company’s continued operation is highly dependent upon its ability to raise
substantial additional capital and/or increase revenues. No assurance can be
given that the Company will be successful in raising any such capital and/or
increasing revenues. The failure to raise such capital and/or increase revenues
will have a material adverse effect on the Company’s operations and financial
condition and on its ability to continue as a going concern. Such Purchaser
realizes that it may not be able to sell or dispose of any of the Securities
and that no market of any kind (public or private) may be available for
any of the Securities at the time such Purchaser elects to sell its Securities.
In addition, such Purchaser understands that its right to transfer the
Securities will be subject to restrictions contained in applicable federal and
state securities laws.


          (h) Indemnification
Representations of Purchaser. The representations, warranties and
agreements made by such Purchaser herein have been made with the intent that
they be relied upon by the Company and Noble Financial, and any of its affiliates,
officers, directors, shareholders, managers, employees or agents (the “Placement
Agent”) for purposes of this offering. Such Purchaser represents and
warrants that none of the representations or warranties made by such Purchaser
herein or any Accredited Investor Questionnaire submitted by such Purchaser to the Company (“Purchaser
Statements”) contain any false or misleading statement or omit to state a
material fact. Such Purchaser shall indemnify the Company and the Placement
Agent to the extent the Company or the Placement Agent incurs or suffers any
damage, expenses, loss, claim, judgment or liability resulting from the
Company’s reliance upon any Purchaser Statements made by such Purchaser.


13






ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES


          4.1. Transfer
Restrictions.


          (a) The
Securities may only be disposed of in compliance with state and federal
securities laws. In connection with any transfer of Securities other than
pursuant to an effective registration statement or Rule 144, to the Company or
to an Affiliate of a Purchaser or in connection with a pledge as contemplated
in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and shall have the rights of a
Purchaser under this Agreement and the Registration Rights Agreement.


          (b) The
Purchasers agree to the imprinting, so long as is required by this Section 4.1,
of a legend on any of the Shares, and shares of Common Stock underlying the
Warrants, in the following form:


          THESE
SHARES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.


          4.2. Use
of Proceeds. The Company shall use the net proceeds from the sale of the
Securities hereunder for general corporate purposes.


          4.3. Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with
respect to the Securities as required under Regulation D, with the assistance
of the Placement Agent and its counsel, and to provide a copy thereof, promptly
upon request of any Purchaser. The Company shall 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 Purchasers at the Closing
under applicable securities or “Blue Sky” laws of the states of the United
States, and shall provide evidence of such actions promptly upon request of any
Purchaser.


          4.4 Acknowledgement
of Placement Agent Fees. Each Purchaser acknowledges that the Company has
engaged the Placement Agent. The Company expects to pay commissions to the
Placement Agent, a registered broker/dealer firm, as follows:


14





          (a) At each
closing (“Closing”) of any sale of the Securities to purchasers
introduced by the Placement Agent, a cash fee equal to (i) 7% for equity or
equity-linked securities, (ii) 5% for subordinated debt (including mezzanine
debt) securities, and (iii) 3% for senior secured debt securities, of the
aggregate gross proceeds received from a sale of the Securities. Additionally,
at each Closing of any sale of the Securities, the Placement Agent shall have
the right to purchase, for $.0001 each, cashless exercise warrants to purchase
common stock equal to the aggregate gross proceeds received from a sale of
Securities divided by the Company’s closing stock price at each Closing
multiplied by (i) 7% for equity or equity-linked, (ii) 5% for subordinated
debt, and (iii) 3% for senior secured debt. Such warrants will have a term of
five years and have an exercise price equal to 100% of the Company’s closing
stock price at each Closing. Such warrants will be transferable to the
Placement Agent’s employees and affiliates. The Placement Agent shall also be
granted one time piggyback registration rights with respect to the Securities
underlying such warrants. In addition to compensation payable at any Closing,
the Placement Agent will be entitled to a warrant exercise fee equal to (i) a
cash fee of 4% for the gross proceeds received by the Company for the exercise
of any warrants issued to investors in transactions for which the Placement
Agent acted as placement agent including the Warrants issued to the Purchasers
and (ii) cashless exercise warrants to purchase common stock for $.0001 each,
equal to the aggregate gross proceeds received from the exercise of such
warrants divided by the Company’s then-current stock price at each exercise
multiplied by 4%. Such warrants will have a term of five years and have an
exercise price equal to 100% of the Company’s closing stock price at the
applicable investor warrant exercise date.


          (b) In
accordance with an Advisory Agreement dated June 16, 2010, the Company is
paying the Placement Agent a financial advisory fee (“Advisory Fee”) of (i)
$15,000 cash for each month for a two-year term, plus (ii) five year cash
warrants to purchase 500,000 shares of the Company’s (or its successor’s)
common stock exercisable at $1.10 per share (vesting at the rate of 20,000
shares per month, with 20,000 shares previously vested), which, in accordance
with that agreement, is transferable to the Placement Agent’s employees and
affiliates for which the Placement Agent and its transferees will have one-time
piggyback registration rights with respect to the common stock underlying such
warrants.


          (c) Whether
or not a sale of the Securities occurs, the Company will reimburse the
Placement Agent upon demand (accompanied by reasonable supporting
documentation), up to a maximum of $10,000 for the reasonable expenses of the
Placement Agent incurred in connection with its acting as placement agent in
this offering, plus up to a maximum of $1,500 for counsel to the Placement
Agent in connection with the “Blue Sky” obligations described in Section 4.3.


          (d) The
Placement Agent will have a right of first refusal to act as the exclusive
placement agent or underwriter for all offerings involving the sale of the
Company’s securities by the Company or any affiliate for a period of 12 months
after the final Closing Date, in the event of any sale of Securities pursuant
to this Agreement.


          4.5 Acknowledgement
of Placement Agent Participation in this Offering. Each Purchaser
acknowledges and accepts that the Placement Agent, its partners, managers,
members, shareholders, directors, officers, affiliates, employees and agents
may participate in making an investment in this offering, and accordingly that
such role as a Placement Agent and investor 


15





may be an inherent conflict of interest with such Purchaser. The
Placement Agent and/or its affiliates are the beneficial owners of more than 1%
of the Company’s outstanding shares of Common Stock, as previously disclosed in
the June Registration Statement. By execution of this Agreement, each Purchaser
hereby waives any potential conflict of interest that may exist as a result of
the foregoing.


          4.6 Indemnification
by Purchasers. Each Purchaser shall indemnify upon demand the Company and
the Placement Agent, and its partners, managers, members, shareholders,
directors, officers, employees, agents and any of the affiliates of the
foregoing (the “Indemnified Persons”) and hold harmless the Indemnified
Persons from and against any and all loss, cost, liability, damages, penalties,
actions, suits, and expenses (including reasonable attorneys’ fees and other
legal expenses) which may be imposed upon, asserted against, paid or incurred
by the Indemnified Persons (except and only to the extent that the same arises
solely from gross negligence or willful misconduct on the part of an Indemnified
Person) at any time or from time to time in connection with the enforcement of
the terms hereof against such Purchaser, or related to the consummation of the
transaction contemplated hereby with respect to such Purchaser, including the
prosecution or defense of any suit against such Purchaser relating to or
arising out of this Agreement, or any default by such Purchaser under this
Agreement, including those caused by an Indemnified Person’s negligence
(collectively the “Indemnified Liability”); provided, however, that no
Purchaser shall be liable for the payment to any Indemnified Person of any
portion of such Indemnified Liability resulting from the gross negligence or
willful misconduct on the part of an Indemnified Person. 


          4.7 Indemnification
by Company. The Company shall indemnify and hold each Purchaser and its
directors, officers, shareholders, members, partners, employees and agents (and
any other Persons with a functionally equivalent role of a Person holding such
titles notwithstanding a lack of such title or any other title), each Person
who controls such Purchaser (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act), and the directors, officers,
shareholders, agents, members, partners or employees (and any other Persons
with a functionally equivalent role of a Person holding such titles
notwithstanding a lack of such title or any other title) of such controlling
Persons (each, a “Purchaser Party”) harmless from any and all losses,
liabilities, obligations, claims, contingencies, damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and
reasonable attorneys’ fees and costs of investigation that any such Purchaser
Party may suffer or incur as a result of or relating to (a) any breach of any
of the representations, warranties, covenants or agreements made by the Company
in this Agreement or in the other Transaction Documents or (b) any action
instituted against a Purchaser, or any of them or their respective Affiliates,
by any stockholder of the Company who is not an Affiliate of such Purchaser,
with respect to any of the transactions contemplated by the Transaction
Documents (unless such action is based upon a breach of such Purchaser’s
representations, warranties or covenants under the Transaction Documents or any
agreements or understandings such Purchaser may have with any such stockholder
or any violations by the Purchaser of state or federal securities laws or any
conduct by such Purchaser which constitutes fraud, gross negligence, willful
misconduct or malfeasance). If any action shall be brought against any
Purchaser Party in respect of which indemnity may be sought pursuant to this
Agreement, such Purchaser Party shall promptly notify the Company in writing, and
the Company shall have the right to assume the defense thereof with counsel of
its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser
Party shall have the 


16





right to employ separate counsel in any such action and participate in
the defense thereof, but the fees and expenses of such counsel shall be at the
expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the
Company has failed after a reasonable period of time to assume such defense and
to employ counsel or (iii) in such action there is, in the reasonable opinion
of such separate counsel, a material conflict on any material issue between the
position of the Company and the position of such Purchaser Party, in which case
the Company shall be responsible for the reasonable fees and expenses of no
more than one such separate counsel. The Company will not be liable to any
Purchaser Party under this Agreement (i) for any settlement by a Purchaser
Party effected without the Company’s prior written consent, which shall not be
unreasonably withheld or delayed or (ii) to the extent, but only to the extent,
that a loss, claim, damage or liability is attributable to any Purchaser
Party’s breach of any of the representations, warranties, covenants or
agreements made by such Purchaser Party in this Agreement or in the other
Transaction Documents.


ARTICLE V


MISCELLANEOUS


          5.1. Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s
obligations hereunder only and without any effect whatsoever on the obligations
between the Company and the other Purchasers, by written notice to the other
parties, if the Closing has not been consummated with such Purchaser on or
before five (5) days from the date hereof; provided, however, that such
termination will not affect the right of any party to sue for any breach by the
other party (or parties). In the event of any such termination, the Company
shall promptly return (or cause the Escrow Agent to return) the Purchase Amount
to such Purchaser in immediately available funds, without any offset or
deduction of any sort.


          5.2. Entire
Agreement. The Transaction Documents, together with the exhibits and
schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the
parties acknowledge have been merged into such documents, exhibits and
schedules.


          5.3. Notices.
Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and
effective on the earliest of (a) the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on
a Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
(2nd) Trading Day following the date of mailing, if sent by U.S.
nationally recognized overnight courier service, or (d) upon actual receipt by
the party to whom such notice is required to be given. The address for such
notices and communications shall be as set forth on the signature pages
attached hereto.


17





          5.4. Amendments;
Waivers. No provision of this Agreement may be waived, modified,
supplemented or amended except in a written instrument signed, in the case of
an amendment, by the Company and the Purchasers of at least a majority in
interest of the Securities still held by Purchasers or, in the case of a
waiver, by the party against whom enforcement of any such waived provision is
sought. No waiver of any default with respect to any provision, condition or
requirement of this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
any party to exercise any right hereunder in any manner impair the exercise of
any such right.


          5.5. Survival.
The representations and warranties contained herein shall survive the Closing
and the delivery of the Securities for a period of twelve months.


          5.6. Headings.
The headings herein are for convenience only, do not constitute a part of this
Agreement and shall not be deemed to limit or affect the interpretation of any
of the provisions hereof.


          5.7. Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the parties and their successors and permitted assigns. The Company may not
assign this Agreement or any rights or obligations hereunder without the prior
written consent of each Purchaser (other than by merger). Any Purchaser may
assign any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities, provided that such transferee
agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”


          5.8. No
Third-Party Beneficiaries. This Agreement is intended for the benefit of
the parties hereto and their respective successors and permitted assigns and is
not for the benefit of, nor may any provision hereof be enforced by, any other
Person.


          5.9. Governing
Law; Jurisdiction; No Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of the Transaction
Documents shall be governed by and construed and enforced in accordance with
the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether
brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in The City of West Palm Beach, Florida.
Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in The City of West Palm Beach, Florida for
the adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with respect to
the enforcement of any of the Transaction Documents), 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 improper or is an inconvenient venue for
such proceeding. 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 via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in
effect for 


18





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 other manner permitted by law. If any party shall commence an action or
proceeding to enforce any provisions of the Transaction Documents, then the
prevailing party in such action or proceeding shall be reimbursed by the other
party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or
proceeding. Each party hereby irrevocably waives any right it may have, and
agrees not to request, a jury trial for the adjudication of any dispute
hereunder or in connection with or arising out of the Transaction Documents.


          5.10. Execution.
This Agreement may be executed in two or more counterparts, all of which when
taken together 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, it being understood that both parties need not sign the same
counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature
shall create a valid and binding obligation of the party executing (or on whose
behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page were an original thereof.


          5.11. Severability.
If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


          5.12. Remedies.
In addition to being entitled to exercise all rights provided herein or granted
by law, including recovery of damages, each of the Purchasers and the Company
will be entitled to specific performance under the Transaction Documents. The
parties agree that monetary damages may not be adequate compensation for any
loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agrees to waive and not to assert in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.


          5.13. Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each
Purchaser under any Transaction Document are several and not joint with the
obligations of any other Purchaser, and no Purchaser shall be responsible in
any way for the performance or non-performance of the obligations of any other Purchaser
under any Transaction Document. Nothing contained herein or in any other
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association,
a joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Documents. Each
Purchaser shall be entitled to 


19





independently protect and enforce its rights, including without
limitation the rights arising out of this Agreement or out of the other
Transaction Documents, and it shall not be necessary for any other Purchaser to
be joined as an additional party in any proceeding for such purpose. Each
Purchaser has been represented by its own separate legal counsel in their
review and negotiation of the Transaction Documents. The Company has elected to
provide all Purchasers with the same terms and Transaction Documents for the
convenience of the Company and not because it was required or requested to do
so by the Purchasers.


          5.14. Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any
action or the expiration of any right required or granted herein shall not be a
Business Day, then such action may be taken or such right may be exercised on
the next succeeding Business Day.


          5.15. Construction.
The parties agree that each of them and/or their respective counsel has
reviewed and had an opportunity to revise the Transaction Documents, and,
therefore, the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the
interpretation of the Transaction Documents or any amendments hereto.


          5.16. Expenses.
The Company shall bear its own expenses and legal fees incurred on its behalf
with respect to the negotiation, execution and consummation of the transaction
contemplated by this Agreement and the Transaction Documents, and the Company
will pay all of the legal fees and disbursements of a single counsel for all of
the Purchasers for work relating to the review and negotiation of the
Transaction Documents, upon receipt of itemized statements therefor, up to a
maximum payment of $25,000.


          5.17 Exhibits.
The parties acknowledge that the following exhibits are attached hereto and
made a part hereof:


	
  

 	
  

 
	
  

 	
 Exhibit A:
 Form of Registration Rights Agreement

 
	
  

 	
  

 
	
  

 	
 Exhibit B:
 Form of Warrant

 
	
  

 	
  

 
	
  

 	
 Exhibit C:
 Disclosure Schedules

 
	
  

 	
  

 
	
  

 	
 Exhibit D:
 Accredited Investor Questionnaire

 
	
  

 	
  

 
	
  

 	
 Exhibit E:
 Risk Factors

 
	
  

 	
  

 
	
  

 	
 Exhibit F:
 Form 10-K for period ending June 30, 2009

 
	
  

 	
  

 
	
  

 	
 Exhibit G:
 Form 10-Q for period ending March 31, 2010

 
	
  

 	
  

 
	
  

 	
 Exhibit H:
 Draft Form 10-K for period ending June 30, 2010

 


 (Signature Pages Follow)


20





          IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective authorized signatories as of
the date first indicated above.


	
  

 	
  

 	
  

 	
  

 
	
 IBIO, INC.

 	
  

 	
 Address for
 Notice:

 
	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 iBio, Inc.

 
	
  

 	

 


 	
  

 	
  

 
	
 Name:     Robert
 B. Kay

 	
  

 	
 9 Innovation
 Way, Suite 100

 
	
 Title:     Chief
 Executive Officer

 	
  

 	
 Newark, DE
 19711

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Attention:
 Chief Executive Officer

 Telephone: (302) 355-0650

 Facsimile: (302) 356-1173

 
	
  

 	
  

 	
  

 	
  

 
	
 With a copy
 to (which shall not constitute notice):

 	
  

 	
 Andrew
 Abramowitz, PLLC

 565 Fifth Avenue, 9th Floor

 New York, NY 10017

 Attention: Andrew Abramowitz, Esq.

 Telephone: (212) 972-8882

 Facsimile: (212) 972-8883

 
	
  

 	
  

 	
  

 	
  

 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASERS FOLLOWS]





[PURCHASER SIGNATURE PAGES TO IBIO SECURITIES
PURCHASE AGREEMENT]


          IN
WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement
to be duly executed by their respective authorized signatories as of the date
first indicated above.


Name of Purchaser: ________________________


Signature of Purchaser or Authorized
Signatory:
________________________________________________________________________


Name of Authorized Signatory (if applicable):
__________________________________________________________________________


Title of Authorized Signatory:
_______________________________________________________________________________________


E-mail Address of Purchaser: ________________________


Facsimile Number of Purchaser: ________________________


Address for Notice to Purchaser: ________________________


Address for Delivery of Securities for Purchaser (if not same as
address for notice):


Purchase Amount: $ ________________


Shares of Common Stock: ________________ (purchase price of $2.00 per
share) (Warrant coverage 100% of such amount)


EIN or Social Security Number: [PROVIDE
THIS UNDER SEPARATE COVER]