COMMON STOCK PURCHASE AGREEMENT
by and between
VolitionRx Limited
and
Cotterford Company Limited
August 8, 2018
TABLE OF CONTENTS
Page
1.PURCHASE AND SALE1
(a)Authorization of Shares.1
(b)Purchase of Shares and Warrant.1
2.THE CLOSING1
(a)Closing Date.1
(b)Form of Payment.1
(c)Conditions to the Purchaser's Obligation to Purchase the Shares.1
(d)Conditions to the Company's Obligation to Issue and Sell the Shares.2
3.REPRESENTATIONS AND WARRANTIES OF THE COMPANY2
(a)Organization and Qualification.3
(b)Authorization; Enforcement; Validity.3
(c)Capitalization.3
(d)Issuance of Shares.3
(e)No Conflicts.4
(f)No Violation or Default.4
(g)SEC Documents.4
(h)Financial Statements.4
(i)No Material Adverse Change.4
(j)Independent Accountants.4
(k)Title to Intellectual Property.5
(l)Licenses and Permits.5
(m)Environmental Matters.5
(n)Tax Matters.5
(o)Internal Control over Financial Reporting.5
(p)Disclosure Controls and Procedures.5
(q)Absence of Litigation.5
(r)Investment Company Act.5
(s)Certain Fees.6
(t)Regulation.6
4.PURCHASER'S REPRESENTATIONS AND WARRANTIES6
(a)Transfer or Resale.6
(b)Investment Purpose.6
(c)General Solicitation.6
(d)Information.6
(e)Reliance on Exemptions; Purchaser Status.6
(f)No Governmental Review.6
(g)Authorization; Enforcement; Validity.6
(h)No Conflicts.7
(i)Residency7
5.RESTRICTIONS ON TRANSFER7
(a)Resales.7
(b)Rule 144.7
(c)Legends.7
(d)Legend Removal.7
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TABLE OF CONTENTS
(continued)
Page
6.OTHER AGREEMENTS AND COVENANTS7
(a)Form D; Blue Sky Filings.7
(b)Reservation of Shares.7
(c)Exchange Act Filings.8
(d)Integration.8
(e)Expenses.8
(f)Purchaser Exchange Act Filings.8
(g)Registration Rights.8
7.PUBLIC STATEMENTS9
8.MISCELLANEOUS9
(a)Governing Law.9
(b)Entire Agreement.10
(c)Amendments and Waivers.10
(d)Notices.10
(e)No Strict Construction.10
(f)Further Assurances.10
(g)Severability.11
(h)Successors and Assigns.11
(i)Survival.11
(j)No Third-Party Beneficiaries.11
(k)Replacement of Securities.11
(l)Business Day.11
(m)Headings.11
(n)Execution.11
EXHIBITS
Exhibit A - Wire Instructions
Exhibit B - Form of Warrant
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COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (this "Agreement") dated as of August 8,
2018 is made by and between VolitionRx Limited, a Delaware corporation, (the
"Company"), and Cotterford Company Limited (the "Purchaser").
RECITALS
In accordance with the terms and conditions of this Agreement and pursuant to
exemptions from registration under the Securities Act of 1933, as amended (the
"Securities Act"), the Company has agreed to issue and sell, and the Purchaser
has agreed to purchase 5,000,000 shares of the Company's common stock, par value
$0.001 per share ("Common Stock"), and a warrant to purchase 5,000,000 shares of
Common Stock (the "Warrant").
NOW THEREFORE, in consideration of the promises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Purchaser
hereby agree as follows:
1.PURCHASE AND SALE
(a)Authorization of Shares.
The Company has authorized (i) the sale and
issuance to the Purchaser of the shares of Common Stock, (ii) the sale and
issuance to the Purchaser of the Warrant, and (iii) the issuance of shares of
Common Stock to be issued upon exercise of the Warrant (the "Warrant Shares").
(b)Purchase of Shares and Warrant. At the Closing (as defined below), the
Company shall issue and sell to the Purchaser, and the Purchaser shall purchase
from the Company, upon the terms and subject to the conditions set forth herein
(i) 5,000,000 shares of Common Stock (the "Shares") and (ii) a Warrant to
purchase 5,000,000 shares of Common Stock, for an aggregate purchase price of
$9,000,000 (the "Purchase Price"),