EXHIBIT 10.1


 


PURCHASE AGREEMENT


 


Abeona Therapeutics, Inc.

3333 Lee Parkway, Suite 600

Dallas, TX 75219

Attention: Chief Operating Officer


 


Ladies and Gentlemen:


 


The undersigned (the “Investor”)
hereby confirms and agrees with you as follows:


 


1.          This
Purchase Agreement (the “Agreement”) is made as of July 27, 2015 between Abeona Therapeutics, Inc., a Delaware
corporation (the “Company”), and the Investor.


 


2.          The
Investor agrees to purchase from the Company, and the Company agrees to issue and sell to the Investor the number of shares of
common stock, par value $0.01 per share, (the “Shares”) of the Company set forth opposite the Investor’s
name on Schedule A attached hereto for a purchase price of $5.50 per share, or the aggregate purchase price set forth on Schedule
A, subject to the terms and conditions hereof. The Shares have been registered and are offered for sale under the Securities Act
of 1933, as amended, pursuant to a registration statement on SEC Form S-3, Registration No. 333-205128, and the prospectus dated
June 19, 2015, which forms part of such registration statement.


 


3.          The
completion of the purchase and sale of the Shares (the “Closing”) shall occur on July 30, 2015 or at such other
time as the Company and the Investor mutually agree. At the Closing, the Investor shall deliver, or cause to be delivered, to the
Company by wire transfer funds in the full amount of the purchase price for the Shares being purchased. Upon receipt by the Company
of the full amount of the purchase price for such Shares, the Company shall deliver to the Investor, using customary book-entry
procedures, the number of Shares set forth for the Investor on Schedule A. The delivery of any and all Shares to the Investor shall
be conditioned upon receipt by the Company of funds in the full amount of the purchase price for the Shares being purchased by
the Investor as set forth on Schedule A.


 


4.          This
Agreement shall be independent of any other agreement between the Company and any other purchaser of shares of common stock of
the Company, and the obligations of each party hereunder shall not be conditioned upon the completion of the sale of shares by
the Company to any other purchaser.


 


5.          This
Agreement shall terminate as of July 31, 2015 in the event that the Company has not received payment from the Investor of the full
amount of the purchase price for the Shares being purchased; provided, that the termination of this Agreement shall not
relieve the Investor from any liability arising out of its failure to perform its obligations hereunder.


 


6.          This
Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect
to the principles of conflicts of law. This Agreement may be executed in two or more counterparts, each of which shall constitute
an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or
more counterparts have been signed by each party hereto and delivered to the other party.


 




    	 



    	 



    

  


Please confirm that the
foregoing correctly sets forth the agreement between us by signing in the space provided below for that purpose.


 


Name of Investor: ______________________________


 


By: _________________________________________


 


Print Name: ___________________________________


 


Title: ________________________________________


 


Address:


 


_____________________________________________


 


_____________________________________________


 


_____________________________________________


 


Tax ID No.: ___________________________________


 


Contact Name: _________________________________


 


Telephone: ____________________________________


 


Name in which book-entry should be made (if


 


different):


 


_____________________________________________


 


DWAC Instructions:


 


_____________________________________________


 


DTC Participant Code: __________________________


 


AGREED AND ACCEPTED:


 


ABEONA THERAPEUTICS, Inc.


 


By: _________________________________

Name: Jeffrey B. Davis

Title: Chief Operating Officer


 




    	 



    	 



    

 


SCHEDULE A


  


	Name of Investor	 	Number of Shares	 	Aggregate Purchase

Price