Exhibit 10.3


 





STOCK
SUBSCRIPTION AGREEMENT


 


This
STOCK SUBSCRIPTION AGREEMENT dated as of December 18, 2015 is by and between Open Joint Stock Company “Rusnano”, a
company organized under the laws of the Russian Federation with its registered address at 10A prospect 60-letiya Oktyabrya, Moscow
117036, Russian Federation (the “Investor”), and Panacela Labs, Inc., a Delaware corporation (the “Company”).


 


WHEREAS,
the Company, the Investor and Cleveland BioLabs, Inc. have entered into that certain Acknowledgment Agreement dated as of the
date hereof (the “Acknowledgment Agreement”), pursuant to which the parties hereto are required to deliver
this Agreement (as defined below);


 


WHEREAS,
the Company is authorized by its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”)
to issue up to 137,420 shares of its Common Stock (the “Shares”); and


 


WHEREAS,
the Investor hereby offers to subscribe to and purchase, and the Company desires to provide for the subscription for and purchase
of, 6,014 Shares for, the purchase price per share of $117.40 and an aggregate purchase price of $706,043.60 (such aggregate purchase
price, the “Purchase Price”).


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and
the Investor hereby agree as follows:


 


1.           Definitions.


 


(a)          As
used in this Agreement, the following terms shall have the following meanings:


 


“Agreement”
means this Stock Subscription Agreement dated as of the date hereof, and all amendments hereto made in accordance with the provisions
of Section ‎7(c).


 


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


 


“Governmental
Authority” means any United States federal, state or local or any foreign government, governmental, regulatory or administrative
authority, agency or commission or any court, tribunal, or judicial or arbitral body.


 


“Lien”
means any security interest, pledge, mortgage, lien (including, without limitation, environmental and tax liens), charge, encumbrance,
adverse claim, preferential arrangement or restriction of any kind, including, without limitation, any restriction on the use,
voting, transfer, receipt of income or other exercise of any attributes of ownership.


 






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“Material
Adverse Effect” means any circumstance, change in or effect on the Company or any of its Subsidiaries that, individually
or in the aggregate with all other circumstances, changes in, or effects on, the Company and/or its Subsidiaries is materially
adverse to the business, operations, assets, liabilities, results of operations or financial condition of the Company and its
Subsidiaries taken as a whole.


 


“Offering
Materials” means this Agreement, the Stockholders’ Agreement and the PPM.


 


“Other
Subscription Agreements” means the Stock Subscription Agreements by and among certain other existing stockholders of
the Company and the Company, in each case dated on or about the date hereof, the executed copies of which have been provided to
the Investor at or prior to the Closing.


 


“Person”
means an individual, corporation, limited liability company, partnership, association, trust, joint stock company, or other entity
or organization, including a government or political subdivision or an agency or instrumentality thereof.


 


“PPM”
means the Confidential Private Placement Memorandum of the Company relating to the Shares dated as of December 4, 2015, as supplemented
and otherwise updated.


 


“Securities
Act” or “Act” means the United States Securities Act of 1933, as amended.


 


“Stockholders’
Agreement” means that certain Stockholders and Investor Rights Agreement, by and among the Company and the stockholders
listed on Schedule 1 thereto, as amended by that certain First Amendment to Stockholders and Investor Rights Agreement dated as
of September 3, 2013.


 


“Subsidiary”
or “Subsidiaries” means, with respect to any Person, any entity of which (i) securities or other ownership
interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions,
(ii) more than 50% of the interest in the capital or profits of such Person or entity or (iii) more than 50% of the beneficial
interest in such trust or estate, is at the time of determination directly or indirectly owned or controlled by such Person.


 


(b)          The
terms not defined in Section 1(a) above shall have the meanings set forth in this Agreement.


 


2.           Purchase
and Sale of the Shares.


 


(a)          Commitments
to Purchase the Shares. In reliance on the representations and warranties herein contained of the Investor, but subject to
the terms and conditions hereinafter stated, the Company agrees to issue and sell to the Investor and the Investor, in reliance
on the representations and warranties herein contained of the Company, but subject to the terms and conditions hereinafter stated,
agrees to purchase from the Company the Shares, for an aggregate purchase price equal to the Purchase Price.


 






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(b)          The
Closing. Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase
and sale provided for in Section 2(a) shall take place at McGuireWoods LLP, 7 Saint Paul Street, Suite 1000, Baltimore,
Maryland 21202 on December 18, 2015 or at such other date and place as the parties shall agree. At the option of the parties,
documents to be delivered to the place of Closing (other than stock certificates evidencing the Shares) may be delivered by electronic
transmission on or before the Closing.


 


(c)          Deliveries.
At the Closing, (i) the Investor shall pay to the Company the Purchase Price by setting off the Purchase Price against certain
indebtedness owed to the Investor by the Company pursuant to that certain Convertible Loan Agreement dated as of September 3,
2013 (as amended and supplemented by that certain Amendment and Supplemental Agreement No. 1 to Convertible Loan Agreement dated
as of the date hereof, the “Convertible Loan Agreement”) such that an amount of such indebtedness that is equal
to the Purchase Price is deemed satisfied and paid, as contemplated by the Acknowledgment Agreement, and (ii) the Company shall
deliver to the Investor certificates evidencing the Shares to be purchased by the Investor pursuant to this Agreement registered
in the name of the Investor.


 


3.           Representations
and Warranties of the Company.


 


The
Company represents and warrants to the Investor as follows as of the Closing:


 


(a)          Organization,
Standing, etc. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State
of Delaware and has all requisite power and authority to own, operate or lease the properties and assets now owned, operated or
leased by it and to carry on its business as it has been and is currently conducted. The Company is duly licensed or qualified
to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of
its business makes such licensing or qualification necessary or desirable, except where the failure to be so licensed, qualified
or in good standing would not have a Material Adverse Effect.


 


(b)          Authorization,
Noncontravention. The Company has all requisite power and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Company of this Agreement,
the consummation of the transactions contemplated herein, and the fulfillment of and compliance with the respective terms, conditions
and provisions thereof or of any instruments required hereby have been duly authorized by all requisite action on the part of
the Company and do not and, will not (i) conflict with or result in a breach of any of the terms, conditions or provisions of
any (A) law or regulation of any Governmental Authority applicable to the Company or any of its Subsidiaries, (B) writ, injunction,
award or decree of any court or arbitral tribunal applicable to the Company or any of its Subsidiaries, or (C) material agreement
or instrument to which the Company or any of its Subsidiaries is a party, by which it is bound, or to which it is subject; (ii)
result in (A) the creation or imposition of any Lien or (B) any violation of the Certificate of Incorporation or bylaws (or analogous
documents) of the Company or any of its Subsidiaries or (iii) require filing with, notice to or consent of any Governmental Authority
or other third Person, except as set forth in the Stockholders’ Agreement or Section ‎3(f).


 






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(c)          Binding
Effect. This Agreement has been duly authorized, executed and delivered by the Company, and assuming due authorization, execution
and delivery by the Investor, this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, except that enforceability hereof may be limited by (i) applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting creditors’ rights generally and (ii) equitable principles which may
limit the availability of certain equitable remedies (such as specific performance).


 


(d)          Capitalization,
Subsidiaries.


 


(i)          The
shares of Common Stock comprising the Shares to be purchased pursuant to this Agreement have been duly authorized and, when issued,
delivered and paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and
nonassessable, and the Investor upon payment of the Purchase Price shall have valid and legal title to the Shares, free and clear
of all Liens, other than restrictions on transfer pursuant to U.S. federal and state securities laws and Liens created by the
Stockholders’ Agreement. Other than as provided in the Offering Materials and the Other Subscription Agreements, (A) there
are no outstanding or authorized subscriptions, warrants, options, calls, commitments or other rights or agreements to which the
Company or any other Person is bound or entitled to the benefit of relating to the issuance, sale, redemption, conversion, transfer
or voting of any equity interests of the Company; and (B) the issuance of the Shares will not be subject to preemptive or similar
rights, except for such as have been validly waived or complied with. Immediately following the Closing, the authorized capital
stock of the Company will consist of 102,580 shares of Series A Preferred Stock and 137,420 shares of Common Stock, of which 11,353
shares of Series A Preferred Stock will be issued and outstanding, and following all closings in connection with the offering
pursuant to the PPM and assuming the purchase of all Common Stock proposed in the offering, 48,377 shares of Common Stock will
be issued and outstanding.


 


(ii)          The
Company has no Subsidiaries other than the Limited Liability Company “Panacela Labs”, a limited liability company
formed under the laws of the Russian Federation on July 14, 2011, state registration number (OGRN): 1117746551812. There are no
corporations, partnerships, joint ventures, associations or other entities in which the Company owns of record or beneficially,
any direct or indirect equity or other interest or any right (contingent or otherwise) to acquire the same. The Company is not
a member of any partnership nor is the Company a participant in any joint venture or similar arrangement.


 


(e)          Solicitation.
No form of general solicitation or general advertising was used by the Company, or, to the best knowledge of the Company, any
other Person acting on its behalf, in respect of the Shares or in connection with the offer and sale of the Shares.


 


(f)          No
Other Action. No action by, or in respect of, or filing with, any Governmental Authority is required for the execution, delivery
and performance of this Agreement by the Company and acquisition of the Shares, except for the Form D filing pursuant to Rule
506 of Regulation D of the Securities Act and any notice filings required by the laws of any U.S. state or any political subdivision
thereof.


 






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(g)          PPM.
The PPM does not contain any untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and
no event or circumstance has occurred since the date of the PPM that would cause the PPM to contain any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading.


 


4.           Representations
and Warranties of the Investor.


 


The
Investor represents and warrants to the Company as follows as of the Closing:


 


(a)          Organization
and Authority. The Investor is a joint stock company duly organized, validly existing and in good standing under the laws
of the Russian Federation.


 


(b)          Authorization,
Noncontravention. The Investor has all requisite power and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Investor of this Agreement,
the consummation by the Investor of the transactions contemplated herein, and the fulfillment of and compliance by the Investor
with the terms, conditions and provisions hereof or of any instruments required hereby, have been duly authorized by all requisite
action on the part of the Investor and do not and will not (i) conflict with or result in a breach of any of the terms, conditions
or provisions of any (A) law or regulation of any Governmental Authority applicable to the Investor, (B) writ, injunction, award
or decree of any court or arbitral tribunal applicable to the Investor, or (C) material agreement or instrument to which the Investor
is a party, by which it is bound, or to which it is subject, (ii) result in any violation of the Certificate of Incorporation
or bylaws (or analogous documents) of the Investor or (ii) require filing with, notice to or consent of any third Person.


 


(c)          Binding
Effect. This Agreement has been duly executed and delivered by the Investor and (assuming due authorization, execution and
delivery by the Company) constitutes a legal, valid and binding obligation of the Investor, enforceable against the Investor in
accordance with its terms, except that enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors’ rights generally and (ii) equitable principles which may limit the availability
of certain equitable remedies (such as specific performance).


 


(d)          No
Other Action. No action by, or in respect of, or filing with, any Governmental Authority is required for the execution, delivery
and performance of this Agreement by the Investor.


 


(e)          Investment
Intent. The Shares to be acquired by the Investor hereunder are being acquired for its own account and without a view to the
public distribution of such Shares or any interest therein.


 






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5.           Investment
Representations. The Investor further represents and warrants to the Company as follows as of the Closing:


 


(a)          Shares
Unregistered. The Investor understands and acknowledges that (i) the offering and sale of the Shares to be acquired by the
Investor hereunder are intended to be exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof and,
accordingly, the offer and sale of the Shares have not been registered under the Securities Act, (ii) the Shares must be held
indefinitely and the Investor must continue to bear the economic risk of the investment in the Shares unless the offering and
sale of such Shares are subsequently registered under the Securities Act and all applicable securities laws of the states of the
United States of America (“U.S. state securities laws”) or an exemption from such registration is available,
(iii) there is no established public or other market for the Shares and it is not anticipated that there will be any public market
for the Shares in the foreseeable future, (iv) the Company does not provide current public information within the meaning of Rule
144 under the Securities Act and, other than in accordance with the Stockholders’ Agreement, the Company has made no covenant
to make such information available and (v) a restrictive legend in the form set forth in Section 12(a) and (b) of the Stockholders’
Agreement shall be placed on all certificates evidencing the Shares to be acquired by the Investor hereunder.


 


(b)          The
Shares are speculative investments which involve a substantial degree of risk of loss by the Investor of its investment in the
Shares.


 


(c)          No
federal or state agency has made any findings as to the fairness of the terms of the offering of the Shares.


 


(d)          That
the Investor is an “accredited investor” as that term is defined in Regulation D under the Act or is otherwise a sophisticated,
knowledgeable investor (either alone or with the aid of a purchaser representative) with adequate net worth and income for this
investment. The Investor acknowledges that it has completed the Accredited Investor Certificate contained in Annex A
hereto and that the information contained therein is complete and accurate as of the date hereof, and the Investor will immediately
notify the Company if any such information contained therein becomes incomplete or inaccurate at any time.


 


(e)          That
the Investor has knowledge and experience in financial and business matters, is capable of evaluating the merits and risks of
an investment in the Company and its proposed activities and has carefully considered the suitability of an investment in the
Company for Investor’s particular financial situation, and has determined that the Shares are a suitable investment.


 


(f)          That
the Investor has reviewed the information provided to the Investor by the Company in connection with the Investor’s decision
to purchase the Shares, including but not limited to the PPM. The Investor acknowledges that the PPM is as of December 4, 2015,
as supplemented by that certain Confidential Private Placement Memorandum-Supplement dated as of December 15, 2015, and may not
contain all of the terms and conditions of the offering and sale of the Shares, and understands and acknowledges that it is the
Investor’s responsibility to conduct its own independent investigation and evaluation of the Company; provided, however,
the Investor is not relying on any information contained on the Company’s website located at http://www.panacelalabs.com.
That the offer to sell Shares was communicated to the Investor by the Company in such a manner that the Investor was able to ask
questions of and receive answers from the Company concerning the terms and conditions of this transaction and that at no time
was the Investor presented with or solicited by any leaflet, public promotional meeting, newspaper or magazine article, radio
or television advertisement or any other form of advertising or general solicitation.


 






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(g)          That
the Investor is a joint stock company, resident in the Russian Federation, is providing a Form W-8BEN, and the Investor will notify
the Company within sixty (60) days of any change to such status and of any new country of residence. The Investor agrees to provide
to the Company in a timely manner any tax documentation that may be reasonably required by the Company.


 


(h)          That
the Investor is an existing entity, and has not been organized or reorganized for the purpose of making this investment (or if
not true, such fact shall be disclosed to the Company in writing).


 


6.           Covenants.


 


(a)          Use
of Proceeds. The Company acknowledges that the net proceeds received from the offering under the PPM will be used to pay off
certain of the Company’s outstanding indebtedness (including amounts owed to the Investor), to satisfy certain outstanding
trade payables and $19,876.39 shall be used for general operating purposes, in each case as further described in the Acknowledgment
Agreement, and shall not be used for any other purpose.


 


(b)          Investment
Company Act. The Company shall take all reasonable actions necessary to remain exempt from the provisions of the Investment
Company Act of 1940, as amended.


 


(c)          Further
Action. If at any time after the date hereof any further action is reasonably necessary to carry out the purpose of this Agreement,
each of the Company and the Investor agrees to use its reasonable efforts to take such further action.


 


(d)          Restrictions
on Transfer. The Investor agrees to comply in all respects with the provisions of this Agreement and the provisions of the
Stockholders’ Agreement. To the extent required by the Stockholders’ Agreement, the Investor will cause any proposed
purchaser, assignee, transferee or pledgee of the Shares held by the Investor to agree to take and hold such securities subject
to the provisions and conditions of the Stockholders’ Agreement. The parties hereto acknowledge that after the Closing,
the Stockholders’ Agreement shall continue in full force and effect as in effect on the date hereof (prior to the Closing),
and is hereby ratified and affirmed by the parties hereto.


 


(e)          Form
D Filing. The Company shall properly and timely effectuate the filing of Form D pursuant to Rule 506 of the Securities Act.


 






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(f)          Waiver
of Series A Conversion Price. In accordance with Section 5.2 of the Certificate of Incorporation, and as the holder of 75%
of the issued and outstanding shares of Series A Preferred Stock (as defined in the Certificate of Incorporation) the Investor
hereby agrees and acknowledges that no adjustment in the Series A Conversion Price (as defined in the Certificate of Incorporation)
pursuant to Section 5.4 of the Certificate of Incorporation shall be made in connection with the Offering (as defined in the PPM).


 


7.           Miscellaneous.


 


(a)          Governing
Law. This Subscription Agreement shall be construed, governed, interpreted and applied in accordance with the laws of the
State of New York, without regard to principles of conflicts of laws.


 


(b)          Entire
Agreement. This Agreement, together with the Acknowledgment Agreement, the Convertible Loan Agreement and the Offering Materials,
constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede any prior or
contemporaneous understandings, representations, warranties or agreements (whether oral or written) and may be amended only by
a writing executed by all parties.


 


(c)          No
Waivers, Amendments. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure or delay
on the part of any party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any provision
of this Agreement may be amended if, but only if such amendment is in writing and is signed by the Company and the Investor. Any
agreement on the part of any party to any waiver shall be valid only if set forth in a written instrument executed and delivered
by a duly authorized officer on behalf of such party.


 


(d)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


(e)          Communications.
All notices, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when
delivered by hand or by Federal Express or a similar overnight courier, (ii) five business (5) days after being deposited in any
United States Post Office enclosed in a postage prepaid and registered or certified envelope addressed to or (iii) when successfully
transmitted by fax or e-mail (with a confirming copy of such communication to be sent as provided in clauses (i) or (ii) above)
to, the party for whom intended, at the address or fax number for such party set forth below (or at such other address, fax number
or e-mail address for a party as shall be specified by like notice, provided, however, that any notice of change of address, fax
number or e-mail address shall be effective only upon receipt):


 


(i)          If
to the Company:


 


Panacela
Labs, Inc.


73
High Street


Buffalo,
New York USA 14203


Attention:
Chief Executive Officer


Facsimile:
(716) 849-6820


E-mail:
notices@cbiolabs.com


 






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(ii)          If
to the Investor:


 


OJSC
“RUSNANO”


10A
Prospect 60-Letiya Oktyabrya


Moscow
117036


Russian
Federation


Attention:
Leysan Shaydullina, Investment Manager


Facsimile:
7-495-988-5399


E-mail:
Leysan.Shaydullina@rusnano.com


 


With
a copy to:


 


Dentons
US LLP


1221
Avenue of Americas


New
York, NY 10020-1089


USA


Attention:
Olga Sandler


Facsimile:
+1-212-768-6800


Email:
olga.sandler@dentons.com


 


(f)          Survival
of Provisions. The representations, warranties, covenants and agreements contained in this Agreement shall survive the consummation
of the transactions contemplated hereby. This Section ‎7(f) shall not limit any covenant or agreement of the parties
hereto which, by its terms, contemplates performance after the Closing. Without limiting the generality of the previous sentence,
Section ‎7(g) shall survive beyond the Closing.


 


(g)          Expenses,
Documentary Taxes. Each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution,
delivery and performance of this Agreement, or any amendment or waiver thereof; provided, however, that the Company shall not
incur any such costs or expense in connection with this Agreement, the Acknowledgment Agreement or any other agreement or document
executed or filed pursuant to the Acknowledgment Agreement that in the aggregate exceed $2,000.


 


(h)          Headings.
The descriptive headings contained in this Agreement are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.


 


(i)          Severability.
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective,
enforceable and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid,
illegal or unenforceable under applicable law, this Agreement shall be considered divisible and such provision or portion thereof
shall be deemed inoperative to the extent it is deemed invalid, illegal or unenforceable, and in all other respects this Agreement
shall remain in full force and effect and such invalidity, illegality or unenforceability shall not affect any other provision
or portion of any provision


 






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(j)          No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


 


(k)          Execution
in Counterparts. This Agreement may be executed in two counterparts, each of which when executed shall be deemed to be an
original, but all of which taken together shall constitute one and the same agreement. The delivery of signed counterparts by
facsimile or email transmission that includes a copy of the sending party’s signature is as effective as signing and delivering
the counterpart in person, for all purposes; provided that an original of such facsimile or electronic signature shall be delivered
within five (5) business days thereof.


 


(l)          Currency.
All references to “$” in this Agreement shall be deemed to refer to U.S. dollars, the legal currency of the United
States of America.


 


[Signatures
Follow]


 




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IN
WITNESS WHEREOF, the undersigned has executed this Stock Subscription Agreement as of the date first written above.


 


	6,014
	 	Open
    Joint Stock Company “Rusnano”
	Number
    of Shares of Common Stock Subscribed for	 	 
	 	 	 
	 	 	By:	/s/
        Yurii Udalstov

	 	 	on
    behalf of  OJSC Rusnano

Yurii Udaltsov

Deputy Chairman of the Management Board of Management company RUSNANO LLC
    acting on the basis of a power of attorney


 


THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES
ARE REGISTERED UNDER THE ACT OR AN EXEMPTION THEREFROM IS AVAILABLE, AND THEN ONLY IN COMPLIANCE WITH THE CERTIFICATE OF INCORPORATION
AND STOCKHOLDERS’ AGREEMENT.


 


	Accepted
    by the Company:	 
	PANACELA
    LABS, INC.	 
	 	 
	By:	/s/
    C. Neil Lyons	 
	 	C.
    Neil Lyons, CPA	 
	 	Chief
    Financial Officer	 



 





[Signature Page for Rusnano/Panacela Subscription
Agreement]








     


     


    

 


Annex
A


 


Accredited
Investor Certificate


 


The
undersigned hereby certifies to being an “accredited investor” as that term is defined in Regulation D adopted
pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The specific category(s) of accredited
investor applicable to the undersigned is checked below.


 


		☐	an
                                         individual whose individual net worth, or joint net worth with the individual’s
                                         spouse, exceeds $1,000,000 (excluding the value of the individual’s primary residence)
                                         (the term “net worth” means the excess of total assets over total liabilities).



 


		☐	an
                                         individual who had an individual income in excess of $200,000 in each of 2013 and 2014
                                         or joint income with that person’s spouse in excess of $300,000 in each of those
                                         years and who reasonably expects to reach the same income level in 2015.



 


		☐	a
                                         bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan
                                         association or other institution as defined in Section 3(a)(5)(A) of the Securities
                                         Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered
                                         pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; an insurance
                                         company as defined in Section 2(13) of the Securities Act; an investment company
                                         registered under the Investment Company Act of 1940 (the “1940 Act”) or a
                                         business development company as defined in Section 2(a)(48) of the 1940 Act; a Small
                                         Business Investment Company licensed by the U.S. Small Business Administration under
                                         Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established
                                         and maintained by a state, its political subdivisions, or any agency or instrumentality
                                         of a state or its political subdivisions, for the benefit of its employees, if such plan
                                         has total assets in excess of $5,000,000; or an employee benefit plan within the meaning
                                         of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”),
                                         if the investment decision is made by a plan fiduciary, as defined in Section 3(21)
                                         of ERISA, which is either a bank, savings and loan association, insurance company or
                                         registered investment adviser, or if the employee benefit plan has total assets in excess
                                         of $5,000,000 or if a self-directed plan, with investment decisions made solely by persons
                                         that are accredited investors.



 


		☐	a
                                         private business development company as defined in Section 202(a)(22) of the Investment
                                         Advisers Act of 1940.



 






    	 	A-1	 



     


    

 


		☐	an
                                         organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation,
                                         a Massachusetts or similar business trust, or a partnership, not formed for the specific
                                         purpose of acquiring the Purchased Stock, with total assets in excess of $5,000,000.



 


		☐	an
                                         individual who is a director or executive officer of the Company.



 


		☐	a
                                         trust, with total assets in excess of $5,000,000, not formed for the specific purpose
                                         of acquiring the securities offered, whose purchase is directed by a person who has such
                                         knowledge and experience in financial and business matters that he or she is capable
                                         of evaluating the merits and risks of the prospective investment.



 


		☐	an
                                         entity in which all of the equity owners are accredited investors as set forth above.



 


Open
Joint Stock Company “Rusnano”


  


	By:	/s/
        Yurii Udalstov
	 
	on
    behalf of  OJSC Rusnano

Yurii Udaltsov

Deputy Chairman of the Management Board of Management company RUSNANO LLC
    acting on the basis of a power of attorney	 




 


	Address: 	10A
    Prospect 60-Letiya Oktyabrya
	 	Moscow
    117036
	 	Russian
    Federation


 


 


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