Exhibit 10.1


 


COMMON STOCK PURCHASE AGREEMENT


 


COMMON STOCK PURCHASE
AGREEMENT (the “Agreement”), dated as of May 15, 2015, by and between IBIO INC., a Delaware corporation
(the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”).
Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.


 


WHEREAS:


 


Subject to the terms
and conditions set forth in this Agreement, the Company wishes to sell to the Buyer, and the Buyer wishes to buy from the Company,
up to Fifteen Million Dollars ($15,000,000) of the Company’s common stock, par value $0.001 (the “Common Stock”).
The shares of Common Stock to be purchased hereunder are referred to herein as the “Purchase Shares.”


 


NOW THEREFORE,
the Company and the Buyer hereby agree as follows:


 


		1.	PURCHASE OF COMMON STOCK. 



 


Subject to the terms
and conditions set forth in this Agreement, the Company has the right to sell to the Buyer, and the Buyer has the obligation to
purchase from the Company, Purchase Shares as follows:


 


(a)          Commencement
of Purchases of Common Stock. Within five (5) Business Days from the date of approval of the issuance of the shares hereunder
by the Principal Market, the purchase and sale of Purchase Shares hereunder shall occur from time to time upon written notices
by the Company to the Buyer on the terms and conditions as set forth herein following the satisfaction of the conditions (the “Commencement”)
as set forth in Sections 6 and 7 below (the date of satisfaction of such conditions, the “Commencement Date”).


 





(b)          The
Company’s Right to Require Regular Purchases. Subject to the terms and conditions of this Agreement, on any given Business
Day after the Commencement Date, the Company shall have the right but not the obligation to direct the Buyer by its delivery to
the Buyer of a Purchase Notice from time to time, and the Buyer thereupon shall have the obligation, to buy the number of Purchase
Shares specified in such notice, up to 200,000 Purchase Shares, on such Business Day (as long as such notice is delivered on or
before 5:00 p.m. Eastern time on such Business Day) (each such purchase, a “Regular Purchase”) at the Purchase
Price on the Purchase Date; however, in no event shall the Purchase Amount of a Regular Purchase exceed Five Hundred Thousand
Dollars ($500,000) per Business Day, unless the Buyer and the Company mutually agree. The Company and the Buyer may mutually agree
to increase the number of Purchase Shares that may be sold per Regular Purchase to as much as an additional 2,000,000 Purchase
Shares per Business Day. The Company may deliver additional Purchase Notices to the Buyer from time to time so long as the most
recent purchase has been completed.  The share amounts in the first sentence of this Section 1(b) shall be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split, or other similar transaction.







 




    	 



    	 



    

 


(c)          VWAP
Purchases. Subject to the terms and conditions of this Agreement, in addition to purchases of Purchase Shares as described
in Section 1(b) above, with one Business Day’s prior written notice (as long as such notice is delivered on or before 5:00
p.m. Eastern time on the Business Day immediately preceding the VWAP Purchase Date), the Company shall also have the right but
not the obligation to direct the Buyer by the Company’s delivery to the Buyer of a VWAP Purchase Notice from time to time,
and the Buyer thereupon shall have the obligation, to buy the VWAP Purchase Share Percentage of the trading volume of the Common
Stock on the VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase Date (each such purchase, a “VWAP
Purchase”) at the VWAP Purchase Price. The Company may deliver a VWAP Purchase Notice to the Buyer on or before 5:00
p.m. Eastern time on a date on which (i) the Company also submitted a Purchase Notice for a Regular Purchase of at least 150,000
Purchase Shares to the Buyer and (ii) the Closing Sale Price is higher than $0.40. A VWAP Purchase shall automatically be deemed
completed at such time on the VWAP Purchase Date that the Sale Price falls below the VWAP Minimum Price Threshold; in such circumstance,
the VWAP Purchase Amount shall be calculated using (i) the VWAP Purchase Share Percentage of the aggregate shares traded on the
Principal Market for such portion of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price
Threshold and (ii) a VWAP Purchase Price calculated using the volume weighted average price of Common Stock sold during such portion
of the VWAP Purchase Date prior to the time that the Sale Price fell below the VWAP Minimum Price Threshold. Each VWAP Purchase
Notice must be accompanied by instructions to the Company’s Transfer Agent to immediately issue to the Buyer an amount of
Common Stock equal to the VWAP Purchase Share Estimate, a good faith estimate by the Company of the number of Purchase Shares that
the Buyer shall have the obligation to buy pursuant to the VWAP Purchase Notice. In no event shall the Buyer, pursuant to any VWAP
Purchase, purchase a number of Purchase Shares that exceeds the VWAP Purchase Share Estimate issued on the VWAP Purchase Date in
connection with such VWAP Purchase Notice; however, the Buyer will immediately return to the Company any amount of Common Stock
issued pursuant to the VWAP Purchase Share Estimate that exceeds the number of Purchase Shares the Buyer actually purchases in
connection with such VWAP Purchase. Upon completion of each VWAP Purchase Date, the Buyer shall submit to the Company a confirmation
of the VWAP Purchase in form and substance reasonably acceptable to the Company. The Company may deliver additional VWAP Purchase
Notices to the Buyer from time to time so long as the most recent purchase has been completed.


 


(d)          Payment
for Purchase Shares. For each Regular Purchase, the Buyer shall pay to the Company an amount equal to the Purchase Amount as
full payment for such Purchase Shares via wire transfer of immediately available funds on the same Business Day that the Buyer
receives such Purchase Shares. For each VWAP Purchase, the Buyer shall pay to the Company an amount equal to the VWAP Purchase
Amount as full payment for such Purchase Shares via wire transfer of immediately available funds on the third Business Day following
the VWAP Purchase Date. All payments made under this Agreement shall be made in lawful money of the United States of America via
wire transfer of immediately available funds to such account as the Company may from time to time designate by written notice in
accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due
on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day.


 


(e)          Intentionally
Omitted.


 


(f)          Records
of Purchases. The Buyer and the Company shall each maintain records showing the remaining Available Amount at any given time
and the dates and purchase amounts for each purchase, or shall use such other method reasonably satisfactory to the Buyer and the
Company to reconcile the remaining Available Amount.


 




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(g)          Taxes.
The Company shall pay any and all transfer, stamp or similar taxes that may be payable with respect to the issuance and delivery
of any shares of Common Stock to the Buyer made under this Agreement.


 


(h)          Compliance
with Principal Market Rules. Notwithstanding anything in this Agreement to the contrary, the total number of shares of Common
Stock that may be issued under this Agreement, including the Commitment Shares (as defined in Section 4(e) hereof), shall be limited
to 15,343,406 shares of Common Stock (the “Exchange Cap”), which equals 19.99% of the Company’s outstanding shares
of Common Stock as of the date hereof unless stockholder approval is obtained to issue more than such 19.99%. The Exchange Cap
shall be appropriately adjusted for any stock dividend, stock split, reverse stock split or similar transactions. Notwithstanding
anything in this Agreement to the contrary, the Company shall not be required or permitted to issue, and the Buyer shall not be
required or permitted to purchase, any shares of Common Stock under this Agreement if such issuance would breach the Company's
obligations under the rules or regulations of the Principal Market. The Company will, in its sole discretion, determine whether
to obtain stockholder approval to issue more than 19.99% of its outstanding shares of Common Stock.


 


(i)          Beneficial
Ownership Limitation. The Company shall not issue and the Buyer shall not purchase any shares of Common Stock under this Agreement
if such shares proposed to be issued and sold, when aggregated with all other shares of Common Stock then owned beneficially (as
calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder) by the Buyer and its affiliates
would result in the beneficial ownership by the Buyer and its affiliates of more than 19.99% of the then issued and outstanding
shares of Common Stock.


 


2.          BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


The Buyer represents
and warrants to the Company that as of the date hereof and as of the Commencement Date:


 


(a)          Investment
Purpose. The Buyer is entering into this Agreement and acquiring the Commitment Shares (as defined in Section 4(e) hereof)
and the Purchase Shares (the Purchase Shares and the Commitment Shares are collectively referred to herein as the “Securities”),
for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution
thereof; provided however, by making the representations herein, the Buyer does not agree to hold any of the Securities for any
minimum or other specific term.


 


(b)          Accredited
Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a)(3) of Regulation
D of the 1933 Act.


 


(c)          Intentionally
Omitted.


 


(d)          Information.
The Buyer has been furnished with all materials relating to the business, finances and operations of the Company and materials
relating to the offer and sale of the Securities that have been reasonably requested by the Buyer, including, without limitation,
the SEC Documents (as defined in Section 3(f) hereof). The Buyer understands that its investment in the Securities involves a high
degree of risk. The Buyer (i) is able to bear the economic risk of an investment in the Securities including a total loss, (ii)
has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the
proposed investment in the Securities and (iii) has had an opportunity to ask questions of and receive answers from the officers
of the Company concerning the financial condition and business of the Company and other matters related to an investment in the
Securities. Neither such inquiries nor any other due diligence investigations conducted by the Buyer or its representatives shall
modify, amend or affect the Buyer’s right to rely on the Company’s representations and warranties contained in Section
3 below. The Buyer has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision with respect to its acquisition of the Securities.


 




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


 


(f)          Intentionally
Omitted.


 


(g)          Organization.
The Buyer is a limited liability company duly organized and validly existing in good standing under the laws of the jurisdiction
in which it is organized, and has the requisite organizational power and authority to own its properties and to carry on its business
as now being conducted.


 


(h)          Validity;
Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Buyer and is a valid
and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms, subject as to enforceability to
(i) general principles of equity and to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and (ii) public policy
underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification,
contribution or exculpation. The execution and delivery of the Transaction Documents by the Buyer and the consummation by it of
the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate of organization or operating
agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members.


 


(i)          Residency.
The Buyer is a resident of the State of Illinois.


 


(j)          No
Prior Short Selling. The Buyer represents and warrants to the Company that at no time prior to the date of this Agreement has
any of the Buyer, its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly,
any (i) “short sale” (as such term is defined in Section 242.200 of Regulation SHO of the Securities Exchange Act of
1934, as amended (the “1934 Act”)) of the Common Stock or (ii) hedging transaction, which establishes a net
short position with respect to the Common Stock.


 


3.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. 


 


The Company represents
and warrants to the Buyer that as of the date hereof and as of the Commencement Date:


 




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(a)          Organization
and Qualification. The Company and its “Subsidiaries” (which for purposes of this Agreement means any entity in
which the Company, directly or indirectly, owns more than 50% of the voting stock or capital stock or other similar equity interests)
are corporations or limited liability companies duly organized and validly existing in good standing under the laws of the jurisdiction
in which they are incorporated or organized, and have the requisite corporate or organizational power and authority to own their
properties and to carry on their business as now being conducted. Each of the Company and its Subsidiaries is duly qualified as
a foreign corporation or limited liability company to do business and is in good standing in every jurisdiction in which its ownership
of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure
to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement,
“Material Adverse Effect” means any material adverse effect on any of: (i) the business, properties, assets,
operations, results of operations or financial condition of the Company and its Subsidiaries, if any, taken as a whole, or (ii)
the authority or ability of the Company to perform its obligations under the Transaction Documents (as defined in Section 3(b)
hereof). The Company has no material Subsidiaries except as set forth on Schedule 3(a).


 


(b)          Authorization;
Enforcement; Validity. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement, the Registration Rights Agreement and each of the other agreements entered into by the parties on the Commencement
Date and attached hereto as exhibits to this Agreement (collectively, the “Transaction Documents”), and to issue
the Securities in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by
the Company and the consummation by it of the transactions contemplated hereby and thereby, including without limitation, the issuance
of the Commitment Shares and the reservation for issuance and the issuance of the Purchase Shares issuable under this Agreement,
have been duly authorized by the Company’s Board of Directors or duly authorized committee thereof, do not conflict with
the Company’s Certificate of Incorporation or Bylaws, and do not require further consent or authorization by the Company,
its Board of Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the
Commencement Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document
upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against
the Company in accordance with their terms, except as such enforceability may be limited by (y) general principles of equity or
applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of creditors' rights and remedies and (z) public policy underlying any law, rule or regulation (including any federal
or states securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The Board of Directors
of the Company or duly authorized committee thereof has approved the resolutions (the “Signing Resolutions”)
substantially in the form as set forth as Exhibit B attached hereto to authorize this Agreement and the transactions contemplated
hereby. The Signing Resolutions are valid, in full force and effect and have not been modified or supplemented in any material
respect. The Company has delivered to the Buyer a true and correct copy of the Signing Resolutions as approved by the Board of
Directors of the Company or an appropriate Board committee.


 




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(c)          Capitalization.
As of the date hereof, the authorized capital stock of the Company consists of (i) 175,000,000 shares of Common Stock, par value
$0.001, of which as of the date hereof, 76,755,410 shares are issued and outstanding, zero shares are held as treasury shares,
15,000,000 shares are reserved for future issuance pursuant to the Company’s equity incentive plans, of which approximately
5,276,666 shares remain available for future option grants or stock awards, and 6,633,324 shares are issuable and reserved for
issuance pursuant to securities (other than stock options or equity based awards issued pursuant to the Company’s stock incentive
plans) exercisable or exchangeable for, or convertible into, shares of Common Stock, and (ii) 1,000,000 shares of preferred stock,
with per share liquidation preferences set forth on Schedule 3(c), of which as of the date hereof zero shares are issued and outstanding.
All of such outstanding shares have been, or upon issuance will be, validly issued and are fully paid and non-assessable. Except
as disclosed in Schedule 3(c), (i) no shares of the Company’s capital stock are subject to preemptive rights or any other
similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities
of the Company or any of its Subsidiaries, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls
or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of
the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of
its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or
options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or
rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iv) there are no material agreements
or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities
under the 1933 Act (except the Registration Rights Agreement), (v) there are no outstanding securities or instruments of the Company
or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings
or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any
of its Subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered
by the issuance of the Securities as described in this Agreement and (vii) the Company does not have any stock appreciation rights
or “phantom stock” plans or agreements or any similar plan or agreement. The Company has furnished or made available
to the Buyer true and correct copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date
hereof (the “Certificate of Incorporation”), and the Company’s Bylaws, as amended and as in effect on
the date hereof (the “Bylaws”).


 


(d)          Issuance
of Securities. The Commitment Shares have been duly authorized and, upon issuance in accordance with the terms hereof, the
Commitment Shares shall be (i) validly issued, fully paid and non-assessable and (ii) free from all taxes, liens and charges with
respect to the issuance thereof. Upon issuance and payment therefore in accordance with the terms and conditions of this Agreement,
such Purchase Shares shall be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect
to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.


 




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(e)          No
Conflicts. Except as disclosed in Schedule 3(e), the execution, delivery and performance of the Transaction Documents by the
Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation,
the reservation for issuance and issuance of the Purchase Shares) will not (i) result in a violation of the Certificate of Incorporation,
including any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company,
or the Bylaws or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become
a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture
or instrument to which the Company or any of its Subsidiaries is a party, or result, to the Company’s knowledge, in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and the rules
and regulations of the Principal Market applicable to the Company or any of its Subsidiaries) or by which any property or asset
of the Company or any of its Subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments,
accelerations, cancellations and violations under clause (ii), which would not reasonably be expected to result in a Material Adverse
Effect. Except as disclosed in Schedule 3(e), neither the Company nor its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, including any Certificate of Designation, Preferences and Rights of any outstanding series
of preferred stock of the Company, or Bylaws or their organizational charter or bylaws, respectively. Except as disclosed in Schedule
3(e), neither the Company nor any of its Subsidiaries is in violation of any term of or is in default under any material contract,
agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable
to the Company or its Subsidiaries, except for possible violations, defaults, terminations or amendments that would not reasonably
be expected to have a Material Adverse Effect. The business of the Company and its Subsidiaries is not being conducted, and shall
not be conducted, in violation of any law, ordinance, or regulation of any governmental entity, except for possible violations,
the sanctions for which either individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect.
Except as specifically contemplated by this Agreement, reporting obligations under the 1934 Act or as required under the 1933 Act
or applicable state securities laws or the filing of an application for the listing of additional securities with the Principal
Market, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any
of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as
disclosed in Schedule 3(e) and for reporting obligations under the 1934 Act, all consents, authorizations, orders, filings and
registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior
to the Commencement Date. Except as disclosed in Schedule 3(e), the Company is not subject to any notices or actions from or to
the Principal Market, other than routine matters incident to listing on the Principal Market and not involving a violation of the
rules of the Principal Market. Except as disclosed in Schedule 3(e), to the Company’s knowledge, the Principal Market has
not commenced any delisting proceedings against the Company.


 


(f)          SEC
Documents; Financial Statements. Except as disclosed in Schedule 3(f), since January 1, 2014, the Company has filed all reports,
schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements
of the 1934 Act (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 (except as they have been correctly amended), the SEC Documents complied in all material respects
with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents,
and none of the SEC Documents, at the time they were filed with the SEC (except as they may have been properly amended), 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. As of their respective
dates (except as they have been properly amended), the financial statements of the Company included in the SEC Documents complied
as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles,
consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the
notes thereto or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed
or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof
and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal
year-end audit adjustments). Except as disclosed in Schedule 3(f) or routine correspondence, such as comment letters and notices
of effectiveness in connection with previously filed registration statements or periodic reports publicly available on EDGAR, to
the Company’s knowledge, the Company or any of its Subsidiaries are not presently the subject of any inquiry, investigation
or action by the SEC.


 




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(g)          Absence
of Certain Changes. Except as disclosed in Schedule 3(g), since December 31, 2014, there has been no material adverse change
in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries taken
as a whole. For purposes of this Agreement, neither a decrease in cash or cash equivalents nor losses incurred in the ordinary
course of the Company’s business shall be deemed or considered a material adverse change. The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any
of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or
insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.


 


(h)          Absence
of Litigation. Except as disclosed in Schedule 3(h), to the Company’s knowledge, there is no action, suit, proceeding,
inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the Company or any of its Subsidiaries, threatened against the Company or any of the Company’s Subsidiaries
or any of the Company’s or the Company’s Subsidiaries’ officers or directors in their capacities as such, which
would reasonably be expected to have a Material Adverse Effect (each, an “Action”). A description of each such
Action, if any, is set forth in Schedule 3(h).


 


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


 


(j)          Intellectual
Property Rights. To the Company’s knowledge, the Company and its Subsidiaries own or possess adequate rights or licenses
to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights,
copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights
(collectively, “Intellectual Property”) necessary to conduct their respective businesses as now conducted, except
as set forth in Schedule 3(j) or to the extent that the failure to own, possess, license or otherwise hold adequate rights to use
Intellectual Property would not, individually or in the aggregate, have a Material Adverse Effect. Except as disclosed in Schedule
3(j), to the Company’s knowledge, none of the Company’s active and registered Intellectual Property have expired or
terminated, or, by the terms and conditions thereof within two years from the date of this Agreement. The Company and its Subsidiaries
do not have any knowledge of any infringement by the Company or its Subsidiaries of any Intellectual Property of others, or of
any such development of similar or identical trade secrets or technical information by others with respect to the Company’s
or its Subsidiaries’ Intellectual Property and, except as set forth on Schedule 3(j), there is no claim, action or proceeding
being made or brought against, or to the Company’s knowledge, being threatened against, the Company or its Subsidiaries regarding
Intellectual Property, which would reasonably be expected to have a Material Adverse Effect.


 




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


 


(l)          Title.
The Company and its Subsidiaries have good and marketable title to all personal property owned by them that is material to the
business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as
are described in Schedule 3(l) or such as do not materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company and any of its Subsidiaries or would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect. Any real property and facilities held under lease by the Company
and any of its Subsidiaries, to the Company’s knowledge, are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings
by the Company and its Subsidiaries.


 


(m)        Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company
and its Subsidiaries are engaged. To the Company’s knowledge, since January 1, 2013, neither the Company nor any such Subsidiary
has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary, to the Company’s
knowledge, will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage
from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material
Adverse Effect.


 


(n)          Regulatory
Permits. The Company and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted, except when the
failure to so possess such certificates, authorizations or permits would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any written notice of proceedings
relating to the revocation or modification of any such material certificate, authorization or permit.


 


(o)          Tax
Status. The Company and each of its Subsidiaries has made or filed all federal and state income and all other material tax
returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company
and each of its Subsidiaries has set aside on its books reserves reasonably adequate for the payment of all unpaid and unreported
taxes or filed valid extensions) and has paid all taxes and other governmental assessments and charges that are material in amount,
shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set
aside on its books reserves reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. To the Company’s knowledge, there are no unpaid taxes in any material amount claimed
to be due by the taxing authority of any jurisdiction.


 




    	-9-



    	 



    

 


(p)          Transactions
With Affiliates. Except as set forth on Schedule 3(p), and other than the grant or exercise of stock options or any other equity
securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule 3(c), as of the date
hereof, none of the officers, directors or employees of the Company is presently a party to any transaction with the Company or
any of its Subsidiaries (other than for services as employees, officers and directors and reimbursement for expenses incurred on
behalf of the Company), including any contract, agreement or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director
or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer,
director, or any such employee has a material interest or is an officer, director, trustee or general partner.


 


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


 


(r)          Registration
Statement. The Shelf Registration Statement (as defined in Section 4(a) hereof) has been declared effective by the SEC, and
no stop order has been issued or is pending or, to the knowledge of the Company, threatened by the SEC with respect thereto. As
of the date hereof, the Company has a dollar amount of securities registered and unsold under the Shelf Registration Statement,
which is not less than the sum of (i) the Available Amount and (ii) the market value of the Commitment Shares on the date hereof.


 


4.           COVENANTS.


 


(a)          Filing
of Form 8-K and Prospectus Supplement. The Company agrees that it shall, within the time required under the 1934 Act, file
a Current Report on Form 8-K (or provide substantially equivalent disclosure in the Company’s Annual Report on Form 10-K
or Quarterly Report on Form 10-Q to be filed within that time period) disclosing this Agreement and the transaction contemplated
hereby. The Company shall also file within two (2) Business Days from the Commencement Date a prospectus supplement to the Company’s
existing shelf registration statement on Form S-3 (File No. 333-200410, the “Shelf Registration Statement”)
covering the sale of the Commitment Shares and Purchase Shares (the “Prospectus Supplement”) in accordance with
the terms of the Registration Rights Agreement between the Company and the Buyer, dated as of the date hereof (the “Registration
Rights Agreement”). The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement and
any New Registration Statement (as defined in the Registration Rights Agreement) effective pursuant to Rule 415 promulgated under
the 1933 Act and available for sales of all Securities to the Buyer until such time as (i) it no longer qualifies to make sales
under the Shelf Registration Statement, (ii) the date on which all the Securities have been sold under this Agreement and no Available
Amount remains thereunder, or (iii) the Agreement has been terminated. The Shelf Registration Statement (including any amendments
or supplements thereto and prospectuses or prospectus supplements, including the Prospectus Supplement, contained therein) shall
not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary
to make the statements therein, in light of the circumstances in which they were made, not misleading.


 




    	-10-



    	 



    

 


(b)          Blue
Sky. The Company shall take such action, if any, as is reasonably necessary in order to obtain an exemption for or to qualify
(i) the initial issuance of the Securities to the Buyer under this Agreement and (ii) any subsequent sale of the Securities by
the Buyer, in each case, under applicable securities or “Blue Sky” laws of the states of the United States in such
states as is reasonably requested by the Buyer from time to time, and shall provide evidence of any such action so taken to the
Buyer at its written request.


 


(c)          Listing.
The Company shall promptly secure the listing of all of the Securities upon each national securities exchange and automated quotation
system that requires an application by the Company for listing, if any, upon which shares of Common Stock are then listed (subject
to official notice of issuance) and shall maintain such listing, so long as any other shares of Common Stock shall be so listed.
The Company shall use its commercially reasonable efforts to maintain the Common Stock’s listing on the Principal Market.
Neither the Company nor any of its Subsidiaries shall take any action that would be reasonably expected to result in the delisting
or suspension of the Common Stock on the Principal Market, unless the Common Stock is immediately thereafter traded on the New
York Stock Exchange, the NYSE MKT, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC
Bulletin Board, or the OTCQB or OTCQX market places of the OTC Markets Group, Inc. The Company shall pay all fees and expenses
in connection with satisfying its obligations under this Section.


 


(d)          Limitation
on Short Sales and Hedging Transactions. The Buyer agrees that beginning on the date of this Agreement and ending on the date
of termination of this Agreement as provided in Section 11(k), the Buyer and its agents, representatives and affiliates shall not
in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined
in Section 242.200 of Regulation SHO of the 1934 Act) of the Common Stock or (ii) hedging transaction, which establishes a net
short position with respect to the Common Stock.


 


(e)          Issuance
of Commitment Shares. Within five (5) Business Days from the date of approval of the issuance of the shares hereunder by the
Principal Market, the Company shall issue to the Buyer, as consideration for the Buyer entering into this Agreement, 450,000 shares
of Common Stock (the “Commitment Shares”). The Commitment Shares shall be issued without any restrictive legend
whatsoever or prior sale requirement.


 


(f)          Due
Diligence. The Buyer shall have the right, from time to time as the Buyer may reasonably deem appropriate, to perform reasonable
due diligence on the Company during normal business hours and subject to reasonable prior notice to the Company. The Company and
its officers and employees shall provide information and reasonably cooperate with the Buyer in connection with any reasonable
request by the Buyer related to the Buyer’s due diligence of the Company, including, but not limited to, any such request
made by the Buyer in connection with (i) the filing of the prospectus supplement described in Section 4(a) hereof and (ii) the
Commencement; provided, however, that at no time is the Company required or permitted to disclose material nonpublic information
to the Buyer or breach any obligation of confidentiality or non-disclosure to a third party or make any disclosure that could cause
a waiver of attorney-client privilege.


 




    	-11-



    	 



    

 


(g)          Confidential
Information. Each party hereto agrees not to disclose any Confidential Information of the other party to any third party and
shall not use the Confidential Information of such other party for any purpose other than in connection with, or in furtherance
of, the transactions contemplated hereby. Each party hereto acknowledges that the Confidential Information shall remain the property
of the disclosing party and agrees that it shall take all reasonable measures to protect the secrecy of any Confidential Information
disclosed by the other party.


 


5.           TRANSFER
AGENT INSTRUCTIONS.


 


All of the Purchase
Shares to be issued under this Agreement shall be issued without any restrictive legend unless the Buyer expressly consents otherwise.
The Company shall issue irrevocable instructions to the Transfer Agent, and any subsequent transfer agent, to issue Common Stock
in the name of the Buyer for the Purchase Shares (the “Irrevocable Transfer Agent Instructions”). The Company
warrants to the Buyer that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5,
will be given by the Company to the Transfer Agent with respect to the Purchase Shares and that the Commitment Shares and
the Purchase Shares shall otherwise be freely transferable on the books and records of the Company as and to the extent provided
in this Agreement and the Registration Rights Agreement.


 


6.           CONDITIONS
TO THE COMPANY’S RIGHT TO COMMENCE


			SALES OF SHARES OF COMMON STOCK UNDER THIS AGREEMENT.



 


The right of the Company
hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following conditions on or before
the Commencement Date (the date that the Company may begin sales of Purchase Shares):


 


		(a)	The Buyer shall have executed each of the Transaction Documents
and delivered the same to the Company;



 


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



 


		(c)	The Prospectus Supplement shall have been delivered to
the Buyer and no stop order with respect to the registration statement covering the sale of shares to the Buyer shall be pending
or threatened by the SEC.



 




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		7.	CONDITIONS TO THE BUYER’S OBLIGATION TO MAKEPURCHASES
OF SHARES OF COMMON STOCK.



 


The obligation of the
Buyer to buy Purchase Shares under this Agreement is subject to the satisfaction of each of the following conditions on or before
the Commencement Date (the date that the Company may begin sales of Purchase Shares) and once such conditions have been initially
satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred:


 


(a)          The
Company shall have executed each of the Transaction Documents and delivered the same to the Buyer;


 


(b)          The
Company shall have issued to the Buyer the Commitment Shares;


 


(c)          The
Common Stock shall be authorized for quotation on the Principal Market, trading in the Common Stock shall not have been within
the last 365 days suspended by the SEC or the Principal Market, other than a general halt in trading in the Common Stock by the
Principal Market under halt codes indicating pending or released material news, and the Securities shall be approved for listing
upon the Principal Market;


 


(d)          The
Buyer shall have received the opinion of the Company’s legal counsel dated as of the Commencement Date in customary form
and substance;


 


(e)          The
representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any
of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations
and warranties shall be true and correct without further qualification) as of the date of this Agreement and as of the Commencement
Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true
and correct in all material respects as of such specific date) and the Company shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied
or complied with by the Company at or prior to the Commencement Date. The Buyer shall have received a certificate, executed by
the CEO, President or CFO of the Company, dated as of the Commencement Date, to the foregoing effect in the form attached hereto
as Exhibit A;


 


(f)          The
Board of Directors of the Company or a duly authorized committee thereof shall have adopted resolutions substantially in the form
attached hereto as Exhibit B, which shall be in full force and effect without any amendment or supplement thereto as of
the Commencement Date;


 


(g)          As
of the Commencement Date, the Company shall have reserved out of its authorized and unissued Common Stock, solely for the purpose
of effecting future purchases of Purchase Shares hereunder, 15,343,406 shares of Common Stock;


 


(h)          The
Irrevocable Transfer Agent Instructions, in form acceptable to the Buyer shall have been signed by the Company and the Buyer and
have been delivered to the Transfer Agent;


 




    	-13-



    	 



    

 


(i)          The
Company shall have delivered to the Buyer a certificate evidencing the incorporation and good standing of the Company in the State
of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) Business Days of the Commencement
Date;


 


(j)          The
Company shall have delivered to the Buyer a secretary’s certificate executed by the Secretary of the Company, dated as of
the Commencement Date, in the form attached hereto as Exhibit C;


 


(k)          The
Shelf Registration Statement shall have been declared effective under the 1933 Act by the SEC and no stop order with respect thereto
shall be pending or threatened by the SEC. The Company shall have prepared and delivered to the Buyer a final and complete form
of prospectus supplement, dated and current as of the Commencement Date, to be used in connection with any sales of any Commitment
Shares or any Purchase Shares to the Buyer, and to be filed by the Company two (2) Business Days after the Commencement Date pursuant
to Rule 424(b). The Company shall have made all filings under all applicable federal and state securities laws necessary to consummate
the issuance of the Commitment Shares and the Purchase Shares pursuant to this Agreement in compliance with such laws;


 


(l)          No
Event of Default has occurred and is continuing, or any event which, after notice and/or lapse of time, would become an Event of
Default has occurred;


 


(m)        On
or prior to the Commencement Date, the Company shall take all necessary action, if any, and such actions as reasonably requested
by the Buyer, in order to render inapplicable any control share acquisition, business combination, stockholder rights plan or poison
pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation
or the laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, that is or could
become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the
Company's issuance of the Securities and the Buyer's ownership of the Securities; and


 


(n)          The
Company shall have provided the Buyer with the information reasonably requested by the Buyer in connection with its due diligence
requests made prior to, or in connection with, the Commencement, in accordance with the terms of Section 4(f) hereof.


 


8.           INDEMNIFICATION.


 


In consideration of
the Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to
all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and
hold harmless the Buyer and all of its affiliates, members, officers, directors, and employees, and any of the foregoing person’s
agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated
by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action,
suits, claims, losses, costs, penalties, fees, liabilities and damages and expenses in connection therewith (irrespective of whether
any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’
fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising
out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction
Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement
or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated
hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting
from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document
contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from (A)
a breach of any of the Buyer’s representations and warranties, covenants or agreements contained in this Agreement, or (B)
the gross negligence, bad faith or willful misconduct of the Buyer or any other Indemnitee. To the extent that the foregoing undertaking
by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction
of each of the Indemnified Liabilities which is permissible under applicable law.


 




    	-14-



    	 



    

 


9.           EVENTS
OF DEFAULT. 


 


An “Event
of Default” shall be deemed to have occurred at any time as any of the following events occurs:


 


(a)          while
any registration statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement, the
effectiveness of such registration statement lapses for any reason (including, without limitation, the issuance of a stop order)
or is unavailable to the Company for the sale of all of the Registrable Securities (as defined in the Registration Rights Agreement)
to the Buyer in accordance with the terms of the Registration Rights Agreement, and such lapse or unavailability continues for
a period of ten (10) consecutive Business Days or for more than an aggregate of thirty (30) Business Days in any 365-day period,
which is not in connection with a post-effective amendment to any such registration statement or the filing of a new registration
statement; provided, however, that in connection with any post-effective amendment to such registration statement or filing of
a new registration statement that is required to be declared effective by the SEC, such lapse or unavailability may continue for
a period of no more than thirty (30) consecutive Business Days, which such period shall be extended for up to an additional thirty
(30) Business Days if the Company receives a comment letter from the SEC in connection therewith;


 


(b)          the
suspension from trading or failure of the Common Stock to be listed on a Principal Market for a period of three (3) consecutive
Business Days;


 


(c)          the
delisting of the Common Stock from the Principal Market, and the Common Stock is not immediately thereafter trading on the New
York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin Board
or the OTCQB marketplace or OTCQX marketplace of the OTC Markets Group, Inc.;


 


(d)          the
failure for any reason by the Transfer Agent to issue Purchase Shares to the Buyer within five (5) Business Days after the applicable
Purchase Date that the Buyer is entitled to receive;


 


(e)          the
Company’s breach of any representation, warranty, covenant or other term or condition under any Transaction Document if such
breach would reasonably be expected to have a Material Adverse Effect and except, in the case of a breach of a covenant which is
reasonably curable, only if such breach continues uncured for a period of at least five (5) Business Days;


 




    	-15-



    	 



    

 


(f)          if
any Person commences a proceeding against the Company pursuant to or within the meaning of any Bankruptcy Law;


 


(g)          if
the Company pursuant to or within the meaning of any Bankruptcy Law; (A) commences a voluntary case, (B) consents to the entry
of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian of it or for all or substantially
all of its property, (D) makes a general assignment for the benefit of its creditors or (E) becomes insolvent;


 


(h)          a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (A) is for relief against the Company in
an involuntary case, (B) appoints a Custodian of the Company or for all or substantially all of its property, or (C) orders the
liquidation of the Company or any Subsidiary; or


 


(i)          if
at any time after the Commencement Date, the Exchange Cap is reached unless and until stockholder approval is obtained pursuant
to Section 1(h) hereof. The Exchange Cap shall be deemed to be reached at such time if, upon submission of a Purchase Notice or
VWAP Purchase Notice under this Agreement, the issuance of such shares of Common Stock would exceed the number of shares of Common
Stock which the Company may issue under this Agreement without breaching the Company’s obligations under the rules or regulations
of the Principal Market.


 


In addition to any other rights and remedies
under applicable law and this Agreement, including the Buyer termination rights under Section 11(k) hereof, so long as an Event
of Default has occurred and is continuing, or if any event which, after notice and/or lapse of time, would become an Event of Default,
has occurred and is continuing, the Company may not require and the Buyer shall not be obligated or permitted to purchase any shares
of Common Stock under this Agreement. If pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary
case or any Person commences a proceeding against the Company, a Custodian is appointed for the Company or for all or substantially
all of its property, or the Company makes a general assignment for the benefit of its creditors, (any of which would be an Event
of Default as described in Sections 9(f), 9(g) and 9(h) hereof) this Agreement shall automatically terminate without any
liability or payment to the Company without further action or notice by any Person. No such termination of this Agreement under
Section 11(k)(i) shall affect the Company’s or the Buyer’s obligations under this Agreement with respect to pending
purchases and the Company and the Buyer shall complete their respective obligations with respect to any pending purchases under
this Agreement.


 


10.         CERTAIN
DEFINED TERMS. 


 


For purposes of this
Agreement, the following terms shall have the following meanings:


 


(a)          “1933
Act” means the Securities Act of 1933, as amended.


 


(b)          “Available
Amount” means initially Fifteen Million Dollars ($15,000,000) in the aggregate which amount shall be reduced by the Purchase
Amount each time the Buyer purchases shares of Common Stock pursuant to Section 1 hereof.


 


(c)          “Bankruptcy
Law” means Title 11, U.S. Code, or any similar federal or state law for the relief of debtors.


 




    	-16-



    	 



    

 


(d)          “Business
Day” means any day on which the Principal Market is open for trading during normal trading hours (i.e., 9:30 a.m. to
4:00 p.m. Eastern Time), including any day on which the Principal Market is open for trading for a period of time less than the
customary time.


 


(e)          “Closing
Sale Price” means the last closing trade price for the Common Stock on the Principal Market as reported by the Principal
Market.


 


(f)          “Confidential
Information” means any information disclosed by either party to the other party, either directly or indirectly, in writing,
orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, protocols, development
plans, commercialization plans, compounds, formulations, preclinical study and clinical trial results, plant and equipment), which
is designated as "Confidential," "Proprietary" or some similar designation. Information communicated orally
shall be considered Confidential Information if such information is confirmed in writing as being Confidential Information within
ten (10) Business Days after the initial disclosure. Confidential Information may also include information disclosed to a disclosing
party by third parties. Confidential Information shall not, however, include any information which (i) was publicly known and made
generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and
made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving
party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by
the receiving party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the receiving party
from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed
by the receiving party without use of or reference to the disclosing party’s Confidential Information, as shown by documents
and other competent evidence in the receiving party’s possession; or (vi) is required by law to be disclosed by the receiving
party, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to such disclosure
and assistance in obtaining an order protecting the information from public disclosure.


 


(g)          “Custodian”
means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.


 


(h)          “Maturity
Date” means the date that is thirty-six (36) months from the Commencement Date.


 


(i)           “Person”
means an individual or entity including any limited liability company, a partnership, a joint venture, a corporation, a trust,
an unincorporated organization and a government or any department or agency thereof.


 


(j)          “Principal
Market” means the NYSE MKT; provided however, that in the event the Company’s Common Stock is ever listed or traded
on the New York Stock Exchange, the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market, the OTC Bulletin
Board or either of the OTCQB marketplace or the OTCQX marketplace of the OTC Markets Group, Inc., then the “Principal Market”
shall mean such other market or exchange on which the Company’s Common Stock is then listed or traded.


 


(k)          “Purchase
Amount” means, with respect to any particular purchase made hereunder, the portion of the Available Amount to be purchased
by the Buyer pursuant to Section 1 hereof as set forth in a valid Purchase Notice or VWAP Purchase Notice which the Company delivers
to the Buyer.


 




    	-17-



    	 



    

 


(l)           “Purchase
Date” means with respect to any Regular Purchase made hereunder, the Business Day of receipt by the Buyer of a valid
Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(b) hereof.


 


(m)           “Purchase Notice”
shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase Shares pursuant to Section
1(b) hereof as specified by the Company therein at the applicable Purchase Price on the Purchase Date.


 


(n)          
“Purchase Price” means the lesser of (i) the lowest Sale Price of the Common Stock on the Purchase Date or (ii)
the arithmetic average of the three (3) lowest Closing Sale Prices for the Common Stock during the ten (10) consecutive Business
Days ending on the Business Day immediately preceding such Purchase Date (to be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(o)          “Sale
Price” means any trade price for the shares of Common Stock on the Principal Market during normal trading hours, as reported
by the Principal Market.


 


(p)          “SEC”
means the United States Securities and Exchange Commission.


 


(q)          “Transfer
Agent” means the transfer agent of the Company as set forth in Section 11(f) hereof or such other person who is then
serving as the transfer agent for the Company in respect of the Common Stock.


 


(r)          “VWAP
Minimum Price Threshold” means, with respect to any particular VWAP Purchase Notice, the Sale Price on the VWAP Purchase
Date equal to the greater of (i) 80% of the Closing Sale Price on the Business Day immediately preceding the VWAP Purchase Date
or (ii) such higher price as set forth by the Company in the VWAP Purchase Notice.


 


(s)          “VWAP
Purchase Amount” means, with respect to any particular VWAP Purchase Notice, the portion of the Available Amount to be
purchased by the Buyer pursuant to Section 1(c) hereof as set forth in a valid VWAP Purchase Notice which requires the Buyer to
buy the VWAP Purchase Share Percentage of the aggregate shares traded on the Principal Market during normal trading hours on the
VWAP Purchase Date up to the VWAP Purchase Share Volume Maximum, subject to the VWAP Minimum Price Threshold.


 


(t)          “VWAP
Purchase Date” means, with respect to any VWAP Purchase made hereunder, the Business Day following the receipt by
the Buyer of a valid VWAP Purchase Notice that the Buyer is to buy Purchase Shares pursuant to Section 1(c) hereof.


 


(u)          “VWAP
Purchase Notice” shall mean an irrevocable written notice from the Company to the Buyer directing the Buyer to buy Purchase
Shares on the VWAP Purchase Date pursuant to Section 1(c) hereof as specified by the Company therein at the applicable VWAP Purchase
Price with the applicable VWAP Purchase Share Percentage specified therein.


 


(v)         “VWAP
Purchase Share Percentage” means, with respect to any particular VWAP Purchase Notice pursuant to Section 1(c) hereof,
the percentage set forth in the VWAP Purchase Notice which the Buyer will be required to buy as a specified percentage of the aggregate
shares traded on the Principal Market during normal trading hours up to the VWAP Purchase Share Volume Maximum on the VWAP Purchase
Date subject to Section 1(c) hereof but in no event shall this percentage exceed thirty-five percent (35%) of such VWAP Purchase
Date’s share trading volume of the Common Stock on the Principal Market during normal trading hours.


 




    	-18-



    	 



    

 


(w)          
“VWAP Purchase Price” means the lesser of (i) the Closing Sale Price on the VWAP Purchase Date; or (ii) ninety-seven
percent (97%) of volume weighted average price for the Common Stock traded on the Principal Market during normal trading hours
on (A) the VWAP Purchase Date if the aggregate shares traded on the Principal Market on the VWAP Purchase Date have not exceeded
the VWAP Purchase Share Volume Maximum, or (B) the portion of the VWAP Purchase Date until such time as the sooner to occur of
(1) the time at which the aggregate shares traded on the Principal Market has exceeded the VWAP Purchase Share Volume Maximum,
or (2) the time at which the sale price of Common Stock falls below the VWAP Minimum Price Threshold (to be appropriately adjusted
for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).


 


(x)          
“VWAP Purchase Share Estimate” means the number of shares of Common Stock that the Company has in its sole discretion
irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast
Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the
Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the
VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse
stock split or other similar transaction).


 


(y)          
“VWAP Purchase Share Volume Maximum” means a number of shares of Common Stock traded on the Principal Market
during normal trading hours on the VWAP Purchase Date equal to: (i) the VWAP Purchase Share Estimate, divided by (ii) the VWAP
Purchase Share Percentage (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split,
reverse stock split or other similar transaction).


 


11.         MISCELLANEOUS.


 


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


 




    	-19-



    	 



    

 


(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party; provided that a facsimile
or pdf (or other electronic reproduction) signature shall be considered due execution and shall be binding upon the signatory thereto
with the same force and effect as if the signature were an original, not a facsimile or PDF (or other electronic reproduction)
signature.


 


(c)          Headings.
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this
Agreement.


 


(d)          Severability.
If any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall
not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability
of any provision of this Agreement in any other jurisdiction.


 


(e)          Entire
Agreement. This Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements between
the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this
Agreement, the other Transaction Documents and the instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company
nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. The Company acknowledges
and agrees that is has not relied on, in any manner whatsoever, any representations or statements, written or oral, other than
as expressly set forth in this Agreement.


 


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


 


If to the Company:


	iBio, Inc. 
	600 Madison Avenue, Suite 1601
	New York, NY 10022
	Telephone:	302-355-0650
	Facsimile:	302-356-1173
	Attention:  	President
	Email:	rerwin@ibioinc.com


 




    	-20-



    	 



    

 


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


	Andrew Abramowitz, PLLC
	565 Fifth Avenue, 9th Floor
	New York, New York 10017
	Telephone: 	212-972-8882
	Facsimile: 	212-972-8883
	Attention:	Andrew Abramowitz
	Email: 	aa@aalegalnyc.com


 


If to the Buyer:


	Aspire Capital Fund, LLC
	155 North Wacker Drive, Suite 1600
	Chicago, IL 60606
	Telephone:	312-658-0400
	Facsimile:	312-658-4005
	Attention:	Steven G. Martin
	Email: 	smartin@aspirecapital.com


 


With a copy to (which
shall not constitute delivery to the Buyer):


	Morrison & Foerster LLP
	2000 Pennsylvania Avenue, NW, Suite 6000
	Washington, DC 20006
	Telephone:	202-778-1611
	Facsimile:	202-887-0763
	Attention:	Martin P. Dunn, Esq.
	Email :	mdunn@mofo.com


 


If to the Transfer
Agent:


 


	Continental Stock Transfer & Trust Company
	17 Battery Place
	New York, New York 10004






	Telephone: 	212-845-3211
	Facsimile: 	212-845-7608






	Attention: Kathy Santero
	Email:   ksantero@continentalstock.com


 


or


 


	Telephone: 	212-845-3285
	Facsimile: 	212-845-7608


Attention: Richard Viscovich


Email:  rviscovich@continentalstock.com


 


or at such other address and/or facsimile
number and/or to the attention of such other person as the recipient party has specified by written notice given to each other
party one (1) Business Day prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient
of such notice, consent or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine
containing the time, date, and recipient facsimile number or (C) provided by a nationally recognized overnight delivery service,
shall be rebuttable evidence of receipt in accordance with clause (i), (ii) or (iii) above, respectively.


 




    	-21-



    	 



    

 


(g)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Buyer, including by merger or consolidation. The Buyer may not assign its rights or obligations under this Agreement.


 


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


 


(i)          Publicity.
The Buyer shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by
or on behalf of the Company whatsoever with respect to, in any manner, the Buyer, its purchases hereunder or any aspect of this
Agreement or the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval
of the Buyer, to make any press release or other public disclosure (including any filings with the SEC) with respect to such transactions
as is required by applicable law and regulations so long as the Company and its counsel consult with the Buyer, where practical,
in connection with any such press release or other public disclosure at least one (1) Business Day prior to its release. The Buyer
must be provided with a copy thereof at least one (1) Business Day prior to any release or use by the Company thereof. 


 


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


 


(k)          Termination.
This Agreement may be terminated only as follows:


 


(i)          By
the Buyer any time an Event of Default exists without any liability or payment to the Company. However, if pursuant to or within
the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company,
a Custodian is appointed for the Company or for all or substantially all of its property, or the Company makes a general assignment
for the benefit of its creditors, (any of which would be an Event of Default as described in Sections 9(f), 9(g) and 9(h) hereof)
this Agreement shall automatically terminate without any liability or payment to the Company without further action or notice by
any Person. No such termination of this Agreement under this Section 11(k)(i) shall affect the Company’s or the Buyer’s
obligations under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective
obligations with respect to any pending purchases under this Agreement.


 


(ii)         In
the event that the Commencement shall not have occurred the Company shall have the option to terminate this Agreement for any reason
or for no reason without any liability whatsoever of either party to the other party under this Agreement except as set forth in
Section 11(k)(viii) hereof.


 




    	-22-



    	 



    

 


(iii)        In
the event that the Commencement shall not have occurred on or before July 1, 2015, due to the failure to satisfy any of the conditions
set forth in Sections 6 and 7 above with respect to the Commencement, either party shall have the option to terminate this Agreement
at the close of business on such date or thereafter without liability of either party to any other party; provided, however, that
the right to terminate this Agreement under this Section 11(k)(iii) shall not be available to either party if such failure to satisfy
any of the conditions set forth in Sections 6 and 7 is the result of a breach of this Agreement by such party or the failure of
any representation or warranty of such party included in this Agreement to be true and correct in all material respects.


 


(iv)        
At any time after the Commencement Date, the Company shall have the option to terminate this Agreement for any reason or for no
reason by delivering notice (a “Company Termination Notice”) to the Buyer electing to terminate this Agreement
without any liability whatsoever of either party to the other party under this Agreement except as set forth in Section 11(k)(viii)
hereof. The Company Termination Notice shall not be effective until one (1) Business Day after it has been received by the Buyer.


 


(v)         This
Agreement shall automatically terminate on the date that the Company sells and the Buyer purchases the full Available Amount as
provided herein, without any action or notice on the part of any party and without any liability whatsoever of any party to any
other party under this Agreement except as set forth in Section 11(k)(viii) hereof.


 


(vi)        If
by the Maturity Date for any reason or for no reason the full Available Amount under this Agreement has not been purchased as provided
for in Section 1 of this Agreement, this Agreement shall automatically terminate on the Maturity Date, without any action or notice
on the part of any party and without any liability whatsoever of any party to any other party under this Agreement except as set
forth in Section 11(k)(viii) hereof.


 


(vii)       Except
as set forth in Sections 11(k)(i) (in respect of an Event of Default under Sections 9(f), 9(g) and 9(h)), 11(k)(v) and 11(k)(vi),
any termination of this Agreement pursuant to this Section 11(k) shall be effected by written notice from the Company to the Buyer,
or the Buyer to the Company, as the case may be, setting forth the basis for the termination hereof.


 


(viii)     The
representations and warranties of the Company and the Buyer contained in Sections 2, 3 and 5 hereof, the indemnification provisions
set forth in Section 8 hereof and the agreements and covenants set forth in Sections 4(e) and 11, shall survive the Commencement
and any termination of this Agreement. No termination of this Agreement shall affect the Company’s or the Buyer’s rights
or obligations (A) under the Registration Rights Agreement, which shall survive any such termination in accordance with its terms,
or (B) under this Agreement with respect to pending purchases and the Company and the Buyer shall complete their respective obligations
with respect to any pending purchases under this Agreement.


 




    	-23-



    	 



    

 


(l)          No
Financial Advisor, Placement Agent, Broker or Finder. The Company represents and warrants to the Buyer that it has not engaged
any financial advisor, placement agent, broker or finder in connection with the transactions contemplated hereby. The Buyer represents
and warrants to the Company that it has not engaged any financial advisor, placement agent, broker or finder in connection with
the transactions contemplated hereby. Each party shall be responsible for the payment of any fees or commissions, if any, of any
financial advisor, placement agent, broker or finder engaged by such party relating to or arising out of the transactions contemplated
hereby. Each party shall pay, and hold the other party harmless against, any liability, loss or expense (including, without limitation,
attorneys' fees and out of pocket expenses) arising in connection with any such claim.


 


(m)         No
Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against any party.


 


(n)          Failure
or Indulgence Not Waiver. No failure or delay in the exercise of any power, right or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise
thereof or of any other right, power or privilege.


 


*     *     *     *     *




    	-24-



    	 



    

 


IN WITNESS WHEREOF, the Buyer and
the Company have caused this Common Stock Purchase Agreement to be duly executed as of the date first written above.


 


	 	THE COMPANY:
	 	 
	 	IBIO, INC. 
	 	 
	 	By:	/s/ Robert L. Erwin
	 	Name:   Robert L. Erwin
	 	Title:     President


 


	 	BUYER:
	 	 
	 	ASPIRE CAPITAL FUND, LLC
	 	BY: ASPIRE CAPITAL PARTNERS, LLC
	 	BY: SGM HOLDINGS CORP.
	 	 





	 	By: 	/s/ Steven G. Martin
	 	Name: Steven G. Martin
	 	Title: President   


 




    	-25-



    	 



    

 


SCHEDULES


 


	Schedule 3(a)	Subsidiaries
	Schedule 3(c)	Capitalization
	Schedule 3(e)	Conflicts
	Schedule 3(f)	1934 Act Filings
	Schedule 3(g)	Material Changes
	Schedule 3(h)	Litigation
	Schedule 3(j)	Intellectual Property
	Schedule 3(l)	Title
	Schedule 3(p)	Transactions with Affiliates


 


EXHIBITS


 


	Exhibit A	Form of Officer’s Certificate
	Exhibit B	Form of Resolutions of Board of Directors of the Company
	Exhibit C	Form of Secretary’s Certificate


 




    	 



    	 



    

 


DISCLOSURE SCHEDULES


 


Schedule 3(a) – Subsidiaries


 


iBioDefense Biologics LLC (Delaware)


iBio Peptide Therapeutics LLC (Delaware)


iBIO DO BRASIL BIOFARMACÊUTICA LTDA.
(Brazil)


 


Schedule 3(c) – Capitalization


 


On August 12, 2008, the Company adopted
the iBioPharma 2008 Omnibus Equity Incentive Plan (the “Plan”) for employees, officers, directors and external service
providers. The original Plan provided that the Company may grant options to purchase stock and/or make awards of restricted stock
up to an aggregate amount of 10 million shares. On December 18, 2013, the Plan was amended to increase the number of shares reserved
for awards under the Plan from 10 million to 15 million. As of date hereof there are options to purchase 9,723,334 shares of common
stock outstanding and 5,276,666 shares of common stock reserved for future issuance under the Plan.


 


As of the date hereof the Company has warrants
outstanding to purchase 6,633,324 shares of Common Stock.


 


Reference is made to the Registration Rights Agreement entered
into between the Company and each of the purchasers signatory thereto filed as Exhibit 10.2 to the Company’s quarterly report
on Form 10-Q for the quarterly period ended September 30, 2010, filed with the SEC on November 15, 2010.


 


Schedule 3(e) – Conflicts


 


None.


 


Schedule 3(f) - 1934 Act Filings


 


None.


 


Schedule 3(g) - Material Changes


 


None.


 


Schedule 3(h) – Litigation


 


On March 17, 2015 the Company filed a Verified
Complaint in the Court of Chancery of the State of Delaware against Fraunhofer USA, Inc., Fraunhofer USA Inc.’s Center for
Molecular Biotechnology (“FCMB” and together with Fraunhofer USA, Inc. “Fraunhofer”) and Vidadi Yusibov,
FCMB’s Executive Director. The Company seeks monetary damages and equitable relief based on Fraunhofer’s material and
continuing breaches of their contracts with the Company, and their wrongful use and disclosure of the Company’s proprietary
intellectual property in the area of plant-based manufacturing technologies, techniques and methodologies for pharmaceuticals and
other products. The Company seeks monetary damages against Yusibov for breach of his consulting agreement with the Company.


 




    	 



    	 



    

 


On October 22, 2014, the Company filed
a Verified Complaint in the Court of Chancery of the State of Delaware against PlantForm Corporation (“PlantForm”)
and PlantForm’s president seeking equitable relief and damages based upon PlantForm’s interference with several contracts
between the Company and Fraunhofer and one of the Company’s consultants (“Consultant”) and misappropriating the
Company’s intellectual property including trade secrets and know-how. The Company is seeking the following:


 


1.          A
constructive trust compelling PlantForm to deliver to the Company the technology and intellectual property that were provided to
PlantForm by Fraunhofer or the Consultant.


2.          An
injunction prohibiting PlantForm from commercializing, distributing or retaining any biopharmaceutical that corresponds to, or
otherwise derives from the Company’s technology and intellectual property.


3.          An
injunction prohibiting PlantForm from further use or other unlawful misappropriation of the Company’s intellectual property
including trade secrets and know-how.


4.          An
injunction prohibiting PlantForm from further interference with the Company’s exclusive contractual relationship with Fraunhofer
and its contractual consulting relationship with Consultant.


5.          Monetary
damages.


 


On April 9, 2015, the Court of Chancery
granted an order consolidating the Company’s complaint against PlantForm and its President with the Company’s complaint
against Fraunhofer and Yusibov. The Company is unable to predict the outcome of this litigation.


 


On October 24, 2014, a putative class action
captioned Juan Pena, Individually and on Behalf of All Other Similarly Situated vs. iBio, Inc. and Robert B. Kay was filed in the
United States District Court for the District of Delaware. The action alleges that the Company and its Chief Executive Officer
made certain statements in violation of federal securities laws and seeks an unspecified amount of damages. On February 23, 2015,
the Court issued an order appointing a new lead plaintiff. On April 6, 2015, the plaintiffs filed an amended class action complaint
in the same matter captioned Vamsi Andavarapu, Individually And On Behalf Of All Others Similarly Situated vs. iBio, Inc., Robert
B. Kay, and Robert Erwin. The action alleged that the Company, its Chief Executive Officer, and its President made certain statements
in violation of federal securities laws and seeks an unspecified amount of damages. On May 6, 2015, the Company, Mr. Kay, and Mr.
Erwin filed a motion to dismiss the amended class action complaint. The Company has advised its insurers about the class action
and intends to vigorously defend against any claims if this action continues. The Company is unable to predict the outcome of this
Complaint and therefore cannot determine the likelihood of loss nor estimate a range of possible loss.


 


Schedule 3(j) - Intellectual Property


 


The information set forth under Schedule 3(h) regarding the
complaints against PlantForm, Fraunhofer and Yusibov is incorporated into this Schedule 3(j) by reference.


 




    	 



    	 



    

 


Schedule 3(l) – Title


 


None.


 


Schedule 3(p) - Transactions with Affiliates


 


Reference is made to the information set forth under “CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS” in the Company’s Proxy Statement on Schedule 14A filed with the SEC
on November 12, 2014.


 


Effective January 1, 2015, the Company is leasing office space
on a month to month basis from an entity owned by a minority shareholder of the Company for approximately $2,000 per month.


 




    	 



    	 



    

 


EXHIBIT A


 


FORM OF OFFICER’S CERTIFICATE


 


This Officer’s
Certificate (“Certificate”) is being delivered pursuant to Section 7(e) of that certain Common Stock Purchase
Agreement dated as of May 15, 2015 (the “Common Stock Purchase Agreement”), by and between IBIO, INC.,
a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company
(the “Buyer”). Terms used herein and not otherwise defined shall have the meanings ascribed to them in the
Common Stock Purchase Agreement.


 


The undersigned, Robert
B. Kay, Executive Chairman and Chief Executive Officer of the Company, hereby certifies as follows:


 


1.          I
am the Executive Chairman and Chief Executive Officer of the Company and make the statements contained in this Certificate in such
capacity and not personally;


 


2.          The
representations and warranties of the Company are true and correct in all material respects (except to the extent that any of such
representations and warranties is already qualified as to materiality in Section 3 of the Common Stock Purchase Agreement, in which
case, such representations and warranties are true and correct without further qualification) as of the date when made and as of
the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date);


 


3.          The
Company has performed, satisfied and complied in all material respects with covenants, agreements and conditions required by the
Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Commencement Date.


 


4.          The
Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy
Law nor does the Company or any of its Subsidiaries have any knowledge or reason to believe that its creditors intend to initiate
involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as
they become due.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ___________, 2015.


 


	 	 
	 	Robert B. Kay
	 	Executive Chairman and Chief Executive Officer


 


The undersigned as
Secretary of IBIO, INC., a Delaware corporation, hereby certifies that Robert B. Kay is the duly elected, appointed, qualified
and acting Executive Chairman and Chief Executive Officer of IBIO, INC. and that the signature appearing above is his genuine
signature.


 


	 	 
	 	Elizabeth Moyle, Secretary


 




    	 



    	 



    

 


EXHIBIT B


 


FORM OF COMPANY RESOLUTIONS


FOR SIGNING PURCHASE AGREEMENT


 


WHEREAS,
management has reviewed with the Board of Directors the background, terms and conditions of the transactions subject to the Common
Stock Purchase Agreement (the “Purchase Agreement”)
by and between the Company and Aspire Capital Fund, LLC (“Aspire”), including all materials terms and conditions
of the transactions subject thereto, providing for the purchase by Aspire of up to Fifteen Million Dollars ($15,000,000) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”); and


 


WHEREAS,
after careful consideration of the Purchase Agreement, the documents incident thereto and other factors deemed relevant by the
Board of Directors, the Board of Directors has determined that it is advisable and in the best interests of the Company to engage
in the transactions contemplated by the Purchase Agreement, including, but not limited to, the issuance of 450,000 shares of Common
Stock to Aspire as a commitment fee (the “Commitment Shares”) and the sale of shares of Common Stock to Aspire
up to the available amount under the Purchase Agreement (the “Purchase Shares,” and
together with the Commitment Shares, the “Aspire Shares”).


 


Transaction Documents


 


NOW, THEREFORE, BE
IT RESOLVED, that the transactions described in the Purchase Agreement are hereby approved and the Chief Executive Officer, the
President and Chief Financial Officer (the “Authorized Officers”) are severally authorized to execute and deliver
the Purchase Agreement, and any other agreements or documents contemplated thereby including, without limitation, a registration
rights agreement (the “Registration Rights Agreement”) providing for the registration of the shares of the Company’s
Common Stock issuable in respect of the Purchase Agreement on behalf of Aspire, with such amendments, changes, additions and deletions
as the Authorized Officers may deem to be appropriate and approve on behalf of, the Company, such approval to be conclusively evidenced
by the signature of an Authorized Officer thereon; and


 


FURTHER RESOLVED, that
the terms and provisions of the Registration Rights Agreement by and among the Company and Aspire are hereby approved and the Authorized
Officers are authorized to execute and deliver the Registration Rights Agreement (pursuant to the terms of the Purchase Agreement),
with such amendments, changes, additions and deletions as the Authorized Officer may deem appropriate and approve on behalf of,
the Company, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 


FURTHER RESOLVED, that
the terms and provisions of the Form of Transfer Agent Instructions (the “Instructions”) are hereby approved
and the Authorized Officers are authorized to execute and deliver the Instructions (pursuant to the terms of the Purchase Agreement),
with such amendments, changes, additions and deletions as the Authorized Officers may deem appropriate and approve on behalf of,
the Company, such approval to be conclusively evidenced by the signature of an Authorized Officer thereon; and


 




    	 



    	 



    

 


Execution of Purchase Agreement


 


FURTHER RESOLVED, that
the Company be and it hereby is authorized to execute the Purchase Agreement providing for the purchase of common stock of the
Company having an aggregate value of up to $15,000,000; and


 


Issuance of Common Stock


 


FURTHER RESOLVED, that
the Company is hereby authorized to issue the Commitment Shares to Aspire as Commitment Shares and that upon issuance of
the Commitment Shares pursuant to the Purchase Agreement, the Commitment Shares shall be duly authorized, validly issued, fully
paid and non-assessable; and


 


FURTHER RESOLVED, that
the Company is hereby authorized to issue shares of Common Stock upon the purchase of Purchase Shares up to the available amount
under the Purchase Agreement in accordance with the terms of the Purchase Agreement and that, upon issuance of the Purchase Shares
pursuant to the Purchase Agreement, the Purchase Shares will be duly authorized, validly issued, fully paid and non-assessable;
and


 


FURTHER RESOLVED, that
the Corporation shall initially reserve 15,343,406 shares of Common Stock for issuance as Purchase Shares under the Purchase Agreement;
and 


 


Listing of Shares on the NYSE MKT


 


FURTHER RESOLVED, that
the officers of the Company with the assistance of counsel be, and each of them hereby is, authorized and directed to take all
necessary steps and do all other things necessary and appropriate to effect the listing of the Aspire Shares on the NYSE MKT; and


 


Approval of Actions


 


FURTHER RESOLVED, that,
without limiting the foregoing, the Authorized Officers are, and each of them hereby is, authorized and directed to proceed on
behalf of the Company and to take all such steps as deemed necessary or appropriate, with the advice and assistance of counsel,
to cause the Company to consummate the agreements referred to herein and to perform its obligations under such agreements;


 


FURTHER RESOLVED, that
the Authorized Officers be, and each of them hereby is, authorized, empowered and directed on behalf of and in the name of the
Company, to take or cause to be taken all such further actions and to execute and deliver or cause to be executed and delivered
all such further agreements, amendments, documents, certificates, reports, schedules, applications, notices, letters and undertakings
and to incur and pay all such fees and expenses as in their judgment shall be necessary, proper or desirable to carry into effect
the purpose and intent of any and all of the foregoing resolutions, and that all actions heretofore taken by any officer or director
of the Company in connection with the transactions contemplated by the agreements described herein are hereby approved, ratified
and confirmed in all respects; and


 


FURTHER RESOLVED, that
any and all actions heretofore or hereinafter taken on behalf of the Company by any of said persons or entities within the terms
of the foregoing resolutions are hereby approved, ratified and confirmed in all respects as the acts and deeds of the Company.


 




    	 



    	 



    

 


EXHIBIT C


 


FORM OF SECRETARY’S CERTIFICATE


 


This Secretary’s
Certificate (the “Certificate”) is being delivered pursuant to Section 7(j) of that certain Common Stock Purchase
Agreement dated as of May 15, 2015 (the “Common Stock Purchase Agreement”), by and between IBIO, INC.,
a Delaware corporation (the “Company”) and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company
(the “Buyer”), pursuant to which the Company may sell to the Buyer up to Fifteen Million Dollars ($15,000,000)
of the Company’s Common Stock, par value $0.001 (the “Common Stock”). Terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Common Stock Purchase Agreement.


 


The undersigned, Elizabeth Moyle, Secretary
of the Company, in his capacity as such, hereby certifies as follows:


1.          I
am the Secretary of the Company and make the statements contained in this Secretary’s Certificate.


2.          Attached
hereto as Exhibit A and Exhibit B are true, correct and complete copies of the Company’s bylaws (“Bylaws”)
and Certificate of Incorporation (“Articles”), in each case, as amended through the date hereof, and no action
has been taken by the Company, its directors, officers or stockholders, in contemplation of the filing of any further amendment
relating to or affecting the Bylaws or Articles.


3.          Attached
hereto as Exhibit C are true, correct and complete copies of the Signing Resolutions duly adopted by the Board of Directors of
the Company [by unanimous written consent/at a duly convened meeting of the Board of Directors held on [ ], 2015]. Such resolutions
have not been amended, modified or rescinded and remain in full force and effect and such resolutions are the only resolutions
adopted by the Company’s Board of Directors, or any committee thereof, or the stockholders of the Company relating to or
affecting (i) the entering into and performance of the Common Stock Purchase Agreement, or the issuance, offering and sale of the
Purchase Shares and the Commitment Shares and (ii) and the performance of the Company of its obligation under the Transaction Documents
as contemplated therein.


4.          As
of the date hereof, the authorized, issued and reserved capital stock of the Company is as set forth on Exhibit D hereto.


 


IN WITNESS WHEREOF,
I have hereunder signed my name on this ___ day of ____________, 2015.


 


	 	 	 
	 	Elizabeth Moyle, Secretary	 


 




    	 



    	 



    

 


The undersigned as
Chairman and Chief Executive Officer of IBIO, INC., a Delaware corporation, hereby certifies that Elizabeth Moyle is the
duly elected, appointed, qualified and acting Secretary of IBIO, INC., and that the signature appearing above is his genuine
signature.


 


	 	 
	 	Robert B. Kay
	 	Executive Chairman and Chief Executive Officer