SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Agreement") is being delivered to the
purchaser identified on the signature page to this Agreement (the "Subscriber")
in connection with its investment in the securities of PolarityTE, Inc., a
Delaware corporation (the "Company"). The Company is conducting a private
placement (the "Offering") of a minimum of Fifteen Million Dollars ($15,000,000)
(the "Minimum Offering Amount") of units (the "Units") at a purchase price of
$2,750 per Unit (the "Purchase Price") with each Unit consisting of (i) one
share (the "Shares") of Company's Series F Convertible Preferred Stock, par
value $0.001 per share, which is convertible into one hundred (100) shares (the
"Conversion Shares") of common stock, par value $0.001 per share (the "Common
Stock") , with such rights and designations as set forth in the form of
Certificate of Designation of Preferences, Rights and Limitations of Series F
Convertible Preferred Stock, attached hereto as Exhibit A, (the "Series F
Certificate of Designation") and (ii) a two (2) year warrant, in the form
attached hereto as Exhibit B (the "Warrant") to purchase fifty (50%) percent of
the shares of Common Stock purchased by the Subscriber (the "Warrant Shares") at
an exercise price of $30.00 per share. For purposes of this Agreement, the term
"Securities" shall refer to the Shares, the Conversion Shares, the Warrants and
the Warrant Shares.
IMPORTANT INVESTOR NOTICES
NO OFFERING LITERATURE OR ADVERTISEMENT IN ANY FORM MAY BE RELIED UPON IN THE
OFFERING OF THESE SECURITIES EXCEPT FOR THIS SUBSCRIPTION AGREEMENT AND ANY
SUPPLEMENTS HERETO, AND NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
REPRESENTATIONS EXCEPT THOSE CONTAINED HEREIN.
UNTIL SUCH TIME AS A FORM 8-K IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION DISCLOSING THE TRANSACTIONS CONTEMPLATED HEREBY, THIS AGREEMENT IS
CONFIDENTIAL AND THE CONTENTS HEREOF MAY NOT BE REPRODUCED, DISTRIBUTED OR
DIVULGED BY OR TO ANY PERSONS OTHER THAN THE RECIPIENT OR ITS REPRESENTATIVE,
ACCOUNTANT OR LEGAL COUNSEL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT, ACKNOWLEDGES AND AGREES TO
THE FOREGOING RESTRICTIONS.
THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION OF AN OFFER TO ANY
PERSON OR IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL OR
NOT AUTHORIZED. EACH PERSON WHO ACCEPTS DELIVERY OF THIS AGREEMENT AGREES TO
RETURN IT AND ALL RELATED DOCUMENTS IF SUCH PERSON DOES NOT PURCHASE ANY OF THE
SECURITIES DESCRIBED HEREIN.
NEITHER THE DELIVERY OF THIS AGREEMENT AT ANY TIME NOR ANY SALE OF SECURITIES
HEREUNDER SHALL IMPLY THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE. THE COMPANY WILL EXTEND TO EACH PROSPECTIVE
SUBSCRIBER (AND TO ITS REPRESENTATIVE, ACCOUNTANT OR LEGAL COUNSEL, IF ANY) THE
OPPORTUNITY, PRIOR TO ITS PURCHASE OF UNITS, TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY CONCERNING THE OFFERING AND TO OBTAIN ADDITIONAL
INFORMATION, TO THE EXTENT THE COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT
WITHOUT UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE
INFORMATION SET FORTH