Q BioMed Inc. (Form: 8-K, Received: 08/02/2017 17:14:03)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 1, 2017

Date of Report

Q BioMed Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-193328	46-4013793
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Ortoli Rosenstadt LLP		10022
(Address of principal executive offices)		(Zip Code)

(212) 588-0022

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 1, 2017, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with accredited investors pursuant to which we sold units (the “Units”) consisting of one share of our common stock and a warrant (each, a “Warrant”) to purchase a share of our common stock at $3.20 per Unit. Pursuant to the Securities Purchase Agreement, we sold 953,249 Units in exchange for aggregate proceeds of approximately $3,050,000 (the “Placement”) of which $518,400 came from the retirement of outstanding convertible notes and interest thereon. We intend to use the proceeds from the Placement for general corporate purposes, initiating commercial production of Strontium Chloride Sr-89, an FDA approved generic drug for the treatment of pain associated with metastatic bone cancer, and progressing the pre-IND work on QBM001 for the treatment of young children with a rare autistic spectrum disorder causing them to lose the ability to speak.

The Warrants have an exercise price of $4.50. If at any time after the six-month anniversary of the Placement a portion of the shares underlying the Warrants are not registered for resale pursuant to the Securities Act of 1933, as amended, the Warrants to which those underlying shares relate may be exercised on a cashless basis. The Warrants are exercisable for five years from the date of the Placement.

We also executed a Registration Rights Agreement pursuant to which we are required to file a registration statement (the “Registration Statement”) for the resale of the common stock sold in the Placement and the shares underlying the Warrants sold in the Placement within 45 days of the Placement. We are required to cause such registration statement to be declared effective within 120 days of the Placement.

Pursuant to the terms of a placement agency agreement that we entered into on June 5, 2017 (the “Placement Agency Agreement”), we engaged a placement agent in connection with the Placement. Under the terms of the Placement Agency Agreement, we paid the placement agent a fee of approximately $129,000 (approximately 4.2% of the gross amount of the Placement) and issued the placement agent 39,247 warrants on the same terms as the Warrants included in the Units.

Item 3.02 Unregistered Sale of Equity Securities

The information set forth in Item 1.01 hereof is incorporated by reference into this Item 3.02. The Units, their underlying securities and the Placement Agent Warrants were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “ Act ”), and Rule 506 of Regulation D promulgated under the Act. This transaction qualified for exemption from registration because among other things, the transaction did not involve a public offering, the investors were accredited investors, the investors had access to information about our company and its investment, the investors took the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.

Item 7.01 Regulation FD Disclosure.

On August 2, 2017, we issued a press release entitled “Q BioMed Inc. Closes $3 million Equity Funding.” A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits.

10.1	Form of Securities Purchase Agreement, dated August 1, 2017
10.2	Form of Registration Rights Agreement, dated August 1, 2017
10.3	Form of Warrant
10.4	Placement Agency Agreement, dated June 5, 2017
99.1	Press Release entitled “ Q BioMed Inc. Closes $3 million Equity Funding ”

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Q BioMed Inc.
Date: August 2, 2017	By: /s/ Denis Corin Name: Denis Corin Title: President

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this " Agreement "), dated as of [-----], is between Q BIOMED INC., a company incorporated under the laws of the State of Nevada, with headquarters located at 501 Madison Ave, 14 ^th Floor, New York, NY, 10022 (the " Company "), and each of the investors that has signed this Agreement (individually, a " Buyer " and collectively the " Buyers ").

WITNESSETH

WHEREAS, the Company and each Buyer desire to enter into this transaction for the Company to sell and the Buyers to purchase the Units (as defined below) pursuant to an exemption from registration pursuant to Section 4(2) and/or Rule 506 of Regulation D (" Regulation D ") as promulgated by the U.S. Securities and Exchange Commission (the " SEC ") under the Securities Act of 1933, as amended (the " Securities Act ");

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall issue and sell to the Buyer(s), as provided herein, and the Buyer(s) shall purchase up to an aggregate of 2,000,000 units (which amount may be increased upon approval of the Company's Board of Directors) consisting of (i) one (1) share of the Company's common stock, par value $0.001 (the " Common Stock ") and (ii) one (1) warrant, the form of which is attached hereto as Exhibit A (the " Warrants "), to purchase a share of Common Stock at an exercise price of a price equal to the lesser of (a) 110% of the Company’s Market Price (as defined herein) on July 20, 2017, or (b) $4.50 (such shares issuable upon exercise, the " Warrant Shares " and together with the Units, the Common Stock in the Units and the Warrants, the " Securities "), for a per Unit purchase price of the lesser of (a) a 15% discount to the average of the volume weighted average price of the Common Stock for each of the fifteen (15) trading days immediately prior to July 20, 2017, or (b) $3.20 (the " Purchase Price ") in the respective amounts set forth on each Buyer's signature page (the " Subscription Amount ");

WHEREAS, the " Market Price " shall equal the closing price of the Company's common stock on the Principal Market (as defined herein) on the trading day of such determination;

WHEREAS, The Company has engaged the Placement Agent (defined below) to assist in the distribution of the Securities on a "best efforts" basis.

WHEREAS, contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement, the form of which is attached as Exhibit B (the " Registration Rights Agreement "), pursuant to which the Company has agreed to provide certain registration rights under the Securities Act and the rules and regulations promulgated there under, and applicable state securities laws.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

I. PURCHASE AND SALE OF UNITS.

(a) Purchase of Units. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company at the Closing (as defined herein) Units in amounts corresponding with the Subscription Amount set forth on each Buyer's signature page hereto.

(b) Closing Date. The Closing of the purchase of Units by the Buyers shall occur at the offices of Ortoli Rosenstadt LLP, 501 Madison Avenue, New York, NY 10022. The date and time of the Closing shall be at a time determined by the Company provided that the conditions of Section 6 and 7 have been either satisfied or waived (the " Closing Date "); provided that in no event shall the Closing Date be after July 25, 2017. As used herein " Business Day " means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

(c) Form of Payment; Deliveries. Subject to the satisfaction of the terms and conditions of this Agreement and the Escrow Agreement (as defined herein), on or prior to the Closing Date, (i) the Buyers shall have (a) delivered to the Escrow Agent (as defined herein) such aggregate proceeds for the Units to be issued and sold to such Buyer at the Closing, (b) entered into an agreement to cancel indebtedness of the Company to such Buyer, including interest, at a conversion price equal to the Purchase Price, or (c) delivered to the Company or Escrow Agent adequate consideration for the Units by any combination of such methods, (ii) the Company shall issue Units which such Buyer is purchasing at the Closing in amounts indicated on such Buyer's signature page hereto, duly executed on behalf of the Company and (iii) pursuant to the terms of an escrow agreement to be entered into among the Company, ServisFirst Bank, an Alabama state-chartered bank (the " Escrow Agent "), and Brookline Capital Markets, a division of CIM Securities, LLC, a Colorado limited liability company (the " Placement Agent ") as representative of the Buyers (the " Escrow Agreement ", the form of which is attached as Exhibit C), the aggregate proceeds for the Units shall be delivered by the Escrow Agent to the Company (except evidence of cancellation of indebtedness of the Company to any Buyer, as permitted by clauses (i)(b) or (i)(c) above, which shall not be required to pass through control of the Escrow Agent). Within five Business Days of the Closing, the Company shall deliver to each Buyer (i) certificates representing the Warrants purchased by such Buyer and (ii) either (a) certificates representing the Common Stock purchased by each Buyer in Units or (b) evidence that the transfer agent has entered such Common Stock in the Buyer's name in book entry form.

2. BUYER'S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:

(a) Investment Purpose. The Buyer is acquiring 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, except pursuant to sales registered or exempted under the Securities Act; provided, however, that by making the representations herein, such Buyer reserves the right to dispose of the Securities at any time in accordance with or pursuant to an effective registration statement covering such Securities or an available exemption under the Securities Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

(b) Accredited Investor Status. The Buyer is an "Accredited Investor" as that term is defined in Rule 501(a) of Regulation D.

(c) General Solicitation. The Buyer is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general advertisement, including, but not limited to, the Company's Registration Statement on Form S-1 (No. 333-211647).

(d) Experience. The Buyer, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Buyer is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Independent Investment Decision. The Buyer has independently evaluated the merits of its decision to purchase Securities pursuant to the Transaction Documents, and such Buyer confirms that it has not relied on the advice of any other Buyer's business and/or legal counsel in making such decision. The Buyer understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to the Buyer in connection with the purchase of the Securities constitutes legal, tax or investment advice. The Buyer has consulted such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase of the Securities. The Buyer understands that the Placement Agent has acted solely as the agent of the Company in this placement of the Shares and Warrants and such Buyer has not relied on the business or legal advice of the Placement Agent or its respective agents, counsel or Affiliates in making its investment decision hereunder, and the Buyer confirms that none of such Persons has made any representations or warranties to such Buyer in connection with the transactions contemplated by the Transaction Documents.

(f) Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Securities.

(g) Information. The Buyer and its advisors (and his or its counsel), if any, have been furnished with all materials relating to the business, finances and operations of the Company and information it deemed material to making an informed investment decision regarding his purchase of the Securities, which have been requested by such Buyer. The Buyer and its advisors, if any, have been afforded the opportunity to ask questions of the Company and its management. Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect such Buyer's right to rely on the Company's representations and warranties contained in Section 3 below. The Buyer understands that its investment in the Securities involves a high degree of risk. 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.

(h) Transfer or Resale. The Buyer understands that: (i) the Securities have not been registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of counsel, in a generally acceptable form, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration requirements, or (C) such Buyer provides the Company with reasonable assurances (in the form of seller and broker representation letters) that such Securities can be sold, assigned or transferred pursuant to Rule 144 promulgated under the Securities Act, as amended (or a successor rule thereto) (collectively, " Rule 144 "), in each case following the applicable holding period set forth therein; and (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

(i) Legends. The Buyer agrees to the imprinting, so long as its required by this Section 2(f), of a restrictive legend on the Securities in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND ANY SECURITIES INTO WHICH IT MAY BE EXERCISED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.

Certificates evidencing the Warrant Shares shall not contain any legend (including the legend set forth above), (i) while a registration statement covering the resale of such security is effective under the Securities Act or (ii) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The Buyer agrees that the removal of restrictive legend from certificates representing Securities as set forth in this Section 3(f) is predicated upon the Company's reliance that the buyer will sell any Securities pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Securities are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein.

(j) Organization; Authority. Such Buyer, if an entity, is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(k) Authorization, Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies.

(l) No Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the consummation by such Buyer of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Buyer, (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 such Buyer is a party or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except, in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

(m) Brokers and Finders. No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Buyer for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Buyer.

(n) Certain Trading Activities. The Buyer has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Buyer, engaged in any transactions in the securities of the Company (including, without limitation, any Short Sales (as defined below) involving the Company's securities) during the period commencing as of the time that communications regarding the specific investment in the Company contemplated by this Agreement began and ending immediately prior to the execution of this Agreement by such Buyer. The Buyer hereby agrees that it shall not directly or indirectly, engage in any Short Sales involving the Company's securities during the period commencing on the date hereof and ending when no Warrants remain outstanding. For purposes of this Agreement, " Short Sales " means all "short sales" as defined in Rule 200 promulgated under Regulation SHO under the 1934 Act (as defined below). The Buyer is aware that Short Sales and other hedging activities may be subject to applicable federal and state securities laws, rules and regulations and the Buyer acknowledges that the responsibility of compliance with any such federal or state securities laws, rules and regulations is solely the responsibility of the Buyer.

(o) 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.

(p) Regulation M. The Buyer is aware that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of Common Stock and other activities with respect to the Common Stock by the Buyers.

(q) Appointment of Placement Agent. Each Buyer irrevocably appoints the Placement Agent to act as its representative in connection with the Escrow Agreement.

(r) No minimum. Each Buyer acknowledges that there is no minimum number of Units that must be sold to conduct a Closing and that the Buyer could be the sole Buyer under his Agreement.

(s) The Buyer, to the extent that such Buyer is a holder of any promissory note of the Company being cancelled, in whole or in part, in consideration of the issuance hereunder of Units to such Buyer, hereby agrees that the agreed portion of the total amount owed to such Investor under such note is being tendered to the Company in exchange for the applicable Units, and effective upon the Company’s and such Buyer’s execution and delivery of this Agreement, without any further action required by the Company or such Buyer, such note and all obligations set forth therein shall be immediately deemed repaid and terminated in whole or in part, as applicable, including, but not limited to, any security interest effected therein.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as otherwise set forth in the Company's public filings with the U.S. Securities and Exchange Commission, the Company hereby makes the representations and warranties set forth below to The Buyer:

(a) Organization and Qualification. The Company and each of its Subsidiaries are entities duly formed, validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. The Company and each of its Subsidiaries is duly qualified as a foreign entity 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 defined below). As used in this Agreement, " Material Adverse Effect " means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company and its Subsidiary, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments to be entered into by the Company in connection herewith or therewith or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents (as defined below). " Subsidiaries " means any Person in which the Company, directly or indirectly, owns a majority of the outstanding capital stock having voting power or holds a majority of the equity or similar interest of such Person, and each of the foregoing, is individually referred to herein as a " Subsidiary ".

(b) Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities, and the reservation for issuance and issuance of the Warrants Shares issuable upon exercise of the Warrants, have been duly authorized by the Company's board of directors and no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governmental body. This Agreement has been, and the other Transaction Documents to which the Company is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. " Transaction Documents " means, collectively, this Agreement, the Registration Rights Agreement, the Escrow Agreement, the Warrants, ancillary documents provided by the Placement Agent (which documents may include, without limitation, an investor acknowledgment letter, a client suitability review questionnaire and an anti-money laundering information form) and each of the other agreements and instruments entered into by the Company or delivered by the Company in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

(c) Issuance of Securities. The issuance of the Securities are duly authorized and, upon issuance and payment in accordance with the terms of the Transaction Documents the respective Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively " Liens ") with respect to the issuance thereof. As of the Closing, the Company shall have reserved from its duly authorized capital stock the maximum number of Warrant Shares. Upon issuance in accordance with the Warrants, the Warrant Shares, when issued, will be validly issued, fully paid and nonassessable and free from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.

(d) No Conflicts. 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 issuance of the Securities, and the reservation for issuance of the Warrant Shares) will not (i) result in a violation of the Articles of Incorporation (as defined below), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute 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 (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, U.S. federal and state securities laws and regulations, the securities laws of the jurisdictions of the Company's incorporation or in which it or its subsidiaries operate and the rules and regulations of the OTC QB (the " Principal Market ") and including all applicable laws, rules and regulations of the State of Nevada) 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 (ii) and (iii) for any conflict, default, right or violation that would not reasonably be expected to result in a Material Adverse Effect.

(e) Consents. The Company is not required to obtain any material consent from, authorization or order of, or make any filing or registration with (other than any filings as may be required by any state securities agencies, the filing of a Form D with the US Securities and Exchange Commission and any filings as may be required by the Principal Market), any Governmental Entity (as defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock in the foreseeable future. The Company has notified the Principal Market of the issuance of all of the Securities hereunder, which does not require obtaining the approval of the stockholders of the Company or any other Person or Governmental Entity, and the Principal Market has completed its review of the related Listing of Additional Share form. " Governmental Entity " means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(f) Acknowledgment Regarding Buyer's Purchase of Securities. The Compan y acknowledges and agrees that each Buyer is acting solely in the capacity of an arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to its knowledge, an "affiliate" (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (collectively, " Rule 144 ")) of the Company or any of its Subsidiaries or (iii) to its knowledge, a "beneficial owner" of more than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of the 1934 Act). The Company further represents to each Buyer that the Company's decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company and its representatives.

(g) No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(h) Application of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill (including, without limitation, any distribution under a rights agreement), stockholder rights plan or other similar anti-takeover provision under the Articles of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Securities and any Buyer's ownership of the Securities.

(i) SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the " 1934 Act ") (all of the foregoing filed prior to the date hereof and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the " SEC Documents "). As of their respective dates (which in the event of an amended SEC Document, shall be the date of the last such amendment), 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, 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 the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (" GAAP "), 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 which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the " Financial Statements "), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent accountants that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

(j) Absence of Certain Changes. Since the date of the Company's most recent audited financial statements contained in a Form 10-K, there has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or any of its Subsidiaries. Since the date of the Company's most recent audited financial statements contained in a Form 10-K, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any material capital expenditures, individually or in the aggregate, outside of the ordinary course of business. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so.

(k) No Undisclosed Events, Liabilities, Developments or Circumstances. No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur specific to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that has not been publicly disclosed and would reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, this section shall not relate to any event, liability, development or circumstance that affects others companies in the Company's industry.

(l) Conduct of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term under its Articles of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of preferred stock of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation, memorandum of association, articles of association, Articles of Incorporation or certificate of incorporation or bylaws, respectively. Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct its business in violation of any of the foregoing, except in all cases for violations which would not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any facts or circumstances that could reasonably lead to delisting or suspension of the Common Stock by the Principal Market in the foreseeable future. During the one year prior to the date hereof, (i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market, which has not been publicly disclosed. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to 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 of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or any of its Subsidiaries.

(m) Foreign Corrupt Practices. Neither the Company nor any of its Subsidiaries nor any director, officer, agent, employee, nor any other person acting for or on behalf of the Company or any of its Subsidiaries (individually and collectively, a " Company Affiliate ") have violated the U.S. Foreign Corrupt Practices Act (the " FCPA ”) or any other applicable anti-bribery or anti-corruption laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a " Government Official ") or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose, in violation of applicable law, of: (i) (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or (ii) assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

(n) Equity Capitalization.

(i) Definitions:

(A)	" Common Stock " means (x) the Company's shares of common stock, par value $0.001 per share, and (y) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(B)

" Preferred Stock " means (x) the Company's blank check preferred stock, par value $0.001 per share, the terms of which may be designated by the board of directors of the Company in a statement of designations and (y) any capital stock into which such preferred stock shall have been changed or any share capital resulting from a reclassification of such preferred stock (other than a conversion of such preferred stock into Common Stock in accordance with the terms of such Certificate of Designations).

(ii) Authorized and Outstanding Capital Stock. As of the date hereof, the authorized capital stock of the Company consists of (A) 250,000,000 shares of Common Stock, of which, approximately 11,000,000 are issued and outstanding and (B) 100,000,000 shares of Preferred Stock, none of which are issued and outstanding.

(iii) Valid Issuance; Available Shares. All of such outstanding shares are duly authorized and have been validly issued and are fully paid and nonassessable.

(iv) Existing Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company's or any Subsidiary's shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) 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, or exercisable or exchangeable for, any shares, interests or 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, interests or 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, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no 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 pursuant to this Agreement); (D) 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; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (G) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement.

(v) Organizational Documents. The Company has furnished to the Buyers or filed on EDGAR true, correct and complete copies of the Company's Articles of Incorporation, as amended and as in effect on the date hereof (the " Articles of Incorporation "), and the Company's bylaws, as amended and as in effect on the date hereof (the " Bylaws "), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

(o) Litigation. Except as disclosed in the SEC Documents, there is no action, suit, arbitration, proceeding, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Stock or any of the Company's or its Subsidiaries' officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, which would reasonably be expected to result in a Material Adverse Effect. After reasonable inquiry of its employees, the Company is not aware of any event which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries is the subject of any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect.

(p) Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries.

(q) Registration Eligibility. The Company is eligible to register the resale of the Warrant Shares by the Buyers using Form S-1 promulgated under the 1933 Act, provided that the US Securities and Exchange Commission may require the Company to register the Warrant Shares in multiple registration statements to avoid an indirect primary offering.

(r) Shell Company Status. The Company is not, but was until January 8, 2016, an issuer identified in, or subject to, Rule 144(i).

(s) Money Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs (" Sanctions Programs ") administered by the U.S. Office of Foreign Assets Control (" OFAC "), including, without limitation, (i) Executive Order 13224 of September 23, 2001 entitled, "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism" (66 Fed. Reg. 49079 (2001)); and any regulations contained in 31 CFR, Subtitle B, Chapter V.

(t) Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non- public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries, taken as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties, liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has not been so publicly disclosed. All financial projections and forecasts that have been prepared by or on behalf of the Company or any of its Subsidiaries and made available to the Buyers have been prepared in good faith based upon reasonable assumptions and represented, at the time each such financial projection or forecast was delivered to each Buyer, the Company's best estimate of future financial performance (it being recognized that such financial projections or forecasts are not to be viewed as facts and that the actual results during the period or periods covered by any such financial projections or forecasts may differ from the projected or forecasted results). The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(u) Regulatory Permits. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its respective business as currently conducted and as described in the SEC Documents, except where the failure to possess such permits, individually or in the aggregate, has not and would not have a Material Adverse Effect (" Material Permits "). Neither the Company nor any of its Subsidiaries has received any notice of Proceedings relating to the revocation or material adverse modification of any such Material Permits.

(v) Title to Assets. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them, if any. The Company and its Subsidiaries have good and marketable title to all tangible personal property owned by them that is material to the business of the Company and its Subsidiaries, taken as whole, in each case free and clear of all Liens except as disclosed in Schedule 3.1(o) 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. Any real property and facilities held under lease by the Company and any of its Subsidiaries 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 facilities by the Company and its Subsidiaries.

(w) Patents and Trademarks. To the knowledge of the Company, the Company and its Subsidiaries own, possess, license or have other rights to use, all patents, patent applications, trade and service marks, trade and service mark applications and registrations, trade names, trade secrets, inventions, copyrights, licenses, technology, know-how and other intellectual property rights and similar rights necessary or material for use in connection with their respective businesses as described in the SEC Documents and which the failure to so have would have a Material Adverse Effect (collectively, the " Intellectual Property Rights "). There is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by any Person that the Company's business as now conducted infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary rights of such Person. To the knowledge of the Company, there is no existing infringement by another Person of any of the Intellectual Property Rights that would have a Material Adverse Effect. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their Intellectual Property Rights, except where failure to do so would not, individually or in the aggregate, have a Material Adverse Effect.

(x) Insurance. The Company and each of its Subsidiaries are insured against directors and officers liability by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes to be prudent and customary in the businesses and locations in which the Company and the Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has received any notice of cancellation of any such insurance, nor, to the knowledge of the Company, will it or any Subsidiary be unable to renew their respective 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.

(y) Transactions with Affiliates and Employees. Except as set forth in the SEC Reports, none of the executive officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.

(z) Sarbanes-Oxley; Disclosure Controls. The Company is in compliance in all material respects with all of the provisions of the Sarbanes-Oxley Act of 2002 which are applicable to it as of the Closing Date. The Company has established disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) for the Company. Since the end of the period covered by the Company's most recently filed periodic report under the Exchange Act, there have been no changes in the Company's internal control over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

(aa) FDA. As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (the " FDA ") under the Federal Food, Drug and Cosmetic Act, as amended, and the regulations thereunder (the " FDCA ") that is manufactured, packaged, labeled, tested, distributed, sold, and/or marketed by the Company (each such product, a " Product "), such Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliance with all applicable requirements under the FDCA and similar laws, rules and regulations relating to registration, investigational use, premarket clearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, product listing, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not have a Material Adverse Effect. There is no pending, completed or, to the knowledge of the Company, threatened, Action against the Company, and the Company has not received any notice, warning letter or other communication from the FDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of, the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any Product, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertising or sales promotional materials relating to, any Product, (iii) imposes a clinical hold on any clinical investigation by the Company, (iv) enjoins production at any facility of the Company, (v) enters or proposes to enter into a consent decree of permanent injunction with the Company, or (vi) otherwise alleges any violation of any such laws, rules or regulations by the Company, and which, either individually or in the aggregate, would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in all material respects in accordance with all applicable laws, rules and regulations of the FDA. The Company has not been informed by the FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, produced or marketed by the Company nor has the FDA expressed any concern as to approving or clearing for marketing any product being developed or proposed to be developed by the Company.

(bb) Certain Fees. No person or entity will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or a Buyer for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company, other than Placement Agent, legal, accounting and other fees and expenses customary in similar offerings that are being paid by the Company. The Company shall indemnify, pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorneys' fees and out-of-pocket expenses) arising in connection with any such right, interest or claim.

(cc) Investment Company. The Company is not and, immediately after receipt of payment for the Shares and Warrants, will not be an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become subject to the Investment Company Act of 1940, as amended.

(dd) No General Solicitation. Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities.

(ee) Private Placement. Assuming the accuracy of the Buyers' representations and warranties set forth in Section 2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Buyers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Primary Market.

4. COVENANTS.

(a) Use of Proceeds. The Company will use the proceeds from the sale of the Securities hereunder for working capital and other general corporate purposes. Neither the Company nor any Subsidiary will, directly or indirectly, use the proceeds of the transactions contemplated herein, or lend, contribute, facilitate or otherwise make available such proceeds to any Person (i) to fund, either directly or indirectly, any activities or business of or with any Person that is identified on the list of Specially Designated Nationals and Blocker Persons maintained by OFAC, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of Sanctions Programs, or (ii) in any other manner that will result in a violation of Sanctions Programs.

(b) Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document. The Company hereby agrees to execute and deliver such documentation as a pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(c) Disclosure of Transactions and Other Material Information. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, issue a press release (the " Press Release ") reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules to this Agreement) and the form of Statement of Designations) (including all attachments, the "8-K Filing "). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations with respect to the transactions contemplated by the Transaction Documents under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be granted or withheld in such Buyer's sole discretion).

(d) Reservation of Shares. So long as any of the Warrants remain outstanding, the Company shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance, no less the maximum number of Warrant Shares issuable upon exercise of all the Warrants then outstanding (the " Required Reserve Amount "); provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(g) be reduced other than proportionally in connection with any conversion and/or redemption, or reverse stock split. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserved Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company's obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, and obtain stockholder approval of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserved Amount.

(e) Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, including this Agreement, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Buyer or its agents or counsel with any information regarding the Company that the Company believes constitutes material non-public information without the express written consent of such Buyer, unless prior thereto such Buyer shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company.

(f) Confidentiality. Each Buyer, severally and not jointly with the other Buyers, covenants that, until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.5, (i) such Buyer shall maintain the confidentiality of all disclosures made to it in connection with this transaction, including the existence and terms of this transaction and the information included in the Transaction Documents, and (ii) neither such Buyer nor any Person acting on its behalf or pursuant to any understanding with it shall engage in any purchase or sale of securities of the Company (including Short Sales). Notwithstanding the preceding clause (ii), in the case of a Buyer that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Buyer's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Buyer's assets, the covenant set forth above shall apply only with respect to the portion of assets managed by the portfolio manager that has knowledge about the financing transaction contemplated by this Agreement.

(g) Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

5. REGISTER; TRANSFER AGENT INSTRUCTIONS; LEGEND.

(a) Register. The Company shall maintain at its principal executive offices or with VStock Transfer, LLC, its transfer agent (or at such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Warrants in which the Company shall record the name and address of the Person in whose name the Warrants have been issued (including the name and address of each transferee), the amount of Warrants held by such Person, and the number of Warrant Shares issuable upon exercise of the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives.

(b) Transfer Restrictions. The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Buyer or in connection with a pledge as contemplated herein, the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Buyer under this Agreement.

6. CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.

The obligation of the Company hereunder to issue and sell the Units to each Buyer at the Closing is subject to the satisfaction, at or before each Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(a) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.

(b) Such Buyer shall have delivered to the Escrow Agent the Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(d)) for the Units being purchased by such Buyer at the Closing by wire transfer of immediately available funds in accordance with the Closing Statement.

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

7. CONDITIONS TO EACH BUYER'S OBLIGATION TO PURCHASE.

The obligation of each Buyer hereunder to purchase its Units at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(a) The Company shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party.

(b) Such Buyer shall have received the opinion of Ortoli Rosenstadt LLP, the Company's counsel, dated as of the Closing Date, in the form reasonably acceptable to such Buyer and addressed to the Buyer and the Placement Agent.

(c) The Company shall have delivered to such Buyer a certificate evidencing the incorporation and good standing of the Company issued by the Registrar for the State of the Nevada as of a date within ten (10) days of the Closing Date.

(d) Each and every representation and warranty of the Company shall be true and correct in all material respects (other than representations and warranties qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date, as set forth in section 3 and 4.

(e) The Common Stock (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal Market or (II) by falling below the minimum maintenance requirements of the Principal Market.

(f) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including without limitation, those required by the Principal Market, if any.

(g) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.

(h) Since the date of execution of this Agreement, no event or series of events shall have occurred that has resulted in or would reasonably be expected to result in a Material Adverse Effect.

(i) The Company shall have obtained approval of the Principal Market to list or designate for quotation (as the case may be) the Warrant Shares, if applicable.

(j) The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as such Buyer or its counsel may reasonably request.

8. TERMINATION.

In the event that the Closing shall not have occurred with respect to a Buyer by July 25, 2017, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer's breach of this Agreement and (ii) the abandonment of the sale and purchase of the Units shall be applicable only to such Buyer providing such written notice, provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described herein. Nothing contained in this Section 8 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other Transaction Documents.

9. MISCELLANEOUS.

(a) Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, 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. Nothing contained herein shall be deemed or operate to preclude any Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(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. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.

(c) Headings; Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms "including," "includes," "include" and words of like import shall be construed broadly as if followed by the words "without limitation." The terms "herein," "hereunder," "hereof" and words of like import refer to this entire Agreement instead of just the provision in which they are found.

(d) Entire Agreement, Amendments. This Agreement supersedes 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 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 any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the party to be charged with enforcement.

(e) Notices . Any notices, consents, waivers 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 electronic mail; or (iii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

If to the Company, to: Q Biomed Inc.

c/o Ortoli Rosenstadt

501 Madison Avenue, 14 ^th Floor
New York, NY 10022

Telephone: 212-588-0022
Facsimile: 212-826-9307
Attention: William Rosenstadt
E-Mail: wsr@ortolirosenstadt.com

With Copy to: Q Biomed Cayman SEZC

Cayman Enterprise City

3 ^rd Floor, South Wing, Flagship Building

Harbour Drive

P.O. Box 10315

Grand Cayman

KY1-1003

Cayman Islands

Attention: Denis Corin

Email: dcorin@qbiomed.com

If to a Buyer, to its address, e-mail address and facsimile number set forth on its signature page hereto.

or to such other address, e-mail 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 five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect to each facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively

(f) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the Units (but excluding any purchasers of Underlying Securities, unless pursuant to a written assignment by such Buyer). The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyers. In connection with any transfer of any or all of its Securities, a Buyer may assign all, or a portion, of its rights and obligations hereunder in connection with such Securities without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such transferred Securities.

(g) Indemnification.

(i) In consideration of each Buyer's execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons' 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 (i) any misrepresentation or breach of any representation or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (C) any disclosure properly made by such Buyer pursuant to Section 4(f), or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief). 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.

(ii) Promptly after receipt by an Indemnitee under this Section 9(g) of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Section 9(g), deliver to the Company a written notice of the commencement thereof, and the Company shall have the right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually reasonably satisfactory to the Company and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the Company if: (A) the Company has agreed in writing to pay such fees and expenses; (B) the Company shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or (C) the named parties to any such Indemnified Liability (including any impleaded parties) include both such Indemnitee and the Company, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the Company (in which case, if such Indemnitee notifies the Company in writing that it elects to employ separate counsel at the expense of the Company, then the Company shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Company), provided further, that in the case of clause (C) above the Company shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for the Indemnitees. The Indemnitee shall reasonably cooperate with the Company in connection with any negotiation or defense of any such action or Indemnified Liability by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or Indemnified Liability. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability or litigation, and such settlement shall not include any admission as to fault on the part of the lndemnitee. Following indemnification as provided for hereunder, the Company shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 9(g), except to the extent that the Company is materially and adversely prejudiced in its ability to defend such action.

(iii)

The indemnification required by this Section 9(g) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within ten (10) days after bills supporting the Indemnified Liabilities are received by the Company.

(iv)	The indemnity agreement contained herein shall be in addition to (A) any cause of action or similar right of the Indemnitee against the Company or others, and (B) any liabilities the Company may be subject to pursuant to the law.

(h) 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.

[REMAINDER PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:

Q BIOMED INC.

By:

Name:

Title:

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Securities Purchase Agreement to be duly executed as of the date first written above.

__________________________________ ____________________________________________________________________

(Subscription Amount - Units)

(Name of Buyer – Please type or print)

__________________________________ ____________________________________________________________________

(Purchase Price) (Signature and, if applicable, Title)

________________________________________

(Address of Buyer)

________________________________________

(City, State/Province, Postal Code of Buyer)

________________________________________

(Country of Buyer)

________________________________________

Buyer’s Social Security Number/EIN/Corporate Identifier

Shares to be issued in:

___ Certificated Form

___ Book Entry (default if no choice made)

EXHIBIT A

FORM OF WARRANTS

EXHIBIT B

REGISTRATION RIGHTS AGREEMENT

EXHIBIT C

ESCROW AGREEMENT

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of [-----], by and among Q BIOMED INC., a Nevada corporation (the “ Company ”), each of the investors that has signed this Agreement (individually, an “ Investor ” and collectively the “ Investors ”).

WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties hereto of even date herewith (the “ Securities Purchase Agreement ”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase Agreement, to issue and sell to the Investor up to 2,000,000 Units. Capitalized terms not defined herein shall have the meaning ascribed to them in the Securities Purchase Agreement.

B. To induce the Investors to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “ Securities Act ”), and applicable state securities laws and other rights as provided for herein.

NOW, THEREFORE, in consideration of the premises 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 Investors hereby agree as follows:

1. DEFINITIONS .

Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meaning given them in the Securities Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings:

(a) “ Effectiveness Deadline ” means, with respect to a Registration Statement filed hereunder, the 120th calendar day following the date hereof, provided, however, in the event the Company is notified by the U.S. Securities and Exchange Commission (“ SEC ”) that one of the Registration Statements, as defined below, will not be reviewed or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth calendar day following the date on which the Company is so notified if such date precedes the date required above.

(b) “ Filing Deadline ” means, with respect to a Registration Statement required hereunder, the 45th calendar day following the date hereof.

(c) “ Person ” means a corporation, a limited liability company, an association, a partnership, an organization, a business, an individual, a governmental or political subdivision thereof or a governmental agency.

(d) “ Prospectus ” means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

(e) “ Registrable Securities ” means all of (i) the shares of Common Stock sold as part of the Units, (ii) the Warrant Shares issuable upon exercise of the Warrants and (iii) any shares of Common Stock issued or issuable with respect to the shares in (i) and (ii) above as a result of any stock split, dividend or other distribution, recapitalization or similar event or otherwise.

(f) “ Registration Statement ” means the registration statements required to be filed hereunder (including any additional registration statements contemplated by Section 2(e)), including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

(g) “ Required Registration Amount ” means (i) [----------] shares of Common Stock that are sold in the Units and (ii) [--------] Warrant Shares.

(h) “ Rule 415 ” means Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.

2. REGISTRATION .

(a) The Company’s registration obligations set forth in this Section 2 including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statement that have been declared effective shall begin on the date hereof and continue until all the Registrable Securities have been sold or may be sold without any restrictions pursuant to an exemption under the Securities Act (including Rule 144), as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and the affected Holders (the “ Registration Period ”).

(b) Subject to the terms and conditions of this Agreement, the Company shall, on or prior to the Filing Deadline, prepare and file with the SEC a Registration Statement on Form S-3 (or, if the Company is not then eligible, on Form S-1) covering the resale by the Investor of Registrable Securities. Each Registration Statement prepared pursuant hereto shall register for resale at least the number of shares of Common Stock equal to the Required Registration Amount as of date the Registration Statement is initially filed with the SEC. Each Registration Statement shall contain the “ Selling Stockholders ” and “ Plan of Distribution ” sections in substantially the form attached hereto as Exhibit A and contain all the required disclosures set forth on Exhibit B . The Company shall use its best efforts to have each Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Effectiveness Deadline. By 9:30 am on the date following the date of effectiveness, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final Prospectus to be used in connection with sales pursuant to such Registration Statement. Prior to the filing of the Registration Statement with the SEC, the Company shall furnish a draft of the Registration Statement to the Investor for their review and comment. The Investor shall furnish comments on the Registration Statement to the Company within twenty-four (24) hours of the receipt thereof from the Company.

(c) During the Registration Period, the Company shall (i) promptly prepare and file with the SEC such amendments (including post-effective amendments) and supplements to a Registration Statement and the Prospectus used in connection with a Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may be necessary to keep such Registration Statement effective at all times during the Registration Period, (ii) prepare and file with the SEC additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (iii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and as so supplemented or amended to be filed pursuant to Rule 424; (iv) respond as promptly as reasonably possible to any comments received from the SEC with respect to a Registration Statement or any amendment thereto and as promptly as reasonably possible provide the Investors true and complete copies of all correspondence from and to the SEC relating to a Registration Statement (provided that the Company may excise any information contained therein which would constitute material non-public information as to any Investor which has not executed a confidentiality agreement with the Company); and (v) comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company covered by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such Registration Statement. In the case of amendments and supplements to a Registration Statement which are required to be filed pursuant to this Agreement (including pursuant to this Section 2(e)) by reason of the Company’s filing a report on Form 10-K, Form 10-Q, or Form 8-K or any analogous report under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), the Company shall incorporate such report by reference into the Registration Statement, if applicable, or shall file such amendments or supplements with the SEC on the same day on which the Exchange Act report is filed which created the requirement for the Company to amend or supplement the Registration Statement.

(d) Reduction of Registrable Securities Included in a Registration Statement . Notwithstanding anything contained herein, in the event that the SEC requires the Company to reduce the number of Registrable Securities to be included in a Registration Statement in order to allow the Company to rely on Rule 415 with respect to a Registration Statement, then the Company shall be obligated to include in such Registration Statement (which may be a subsequent Registration Statement if the Company needs to withdraw a Registration Statement and refile a new Registration Statement in order to rely on Rule 415) only such limited portion of the Registrable Securities as the SEC shall permit. Any Registrable Securities that are excluded in accordance with the foregoing terms are hereinafter referred to as “ Cut Back Securities .” To the extent Cut Back Securities exist, as soon as may be permitted by the SEC, the Company shall be required to file a Registration Statement covering the resale of the Cut Back Securities (subject also to the terms of this Section) and shall use best efforts to cause such Registration Statement to be declared effective as promptly as practicable thereafter.

(e) Failure to File or Obtain Effectiveness of the Registration Statement or Remain Current . If: (i) a Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the SEC a request for acceleration in accordance with Rule 461 promulgated under the Securities Act, within five (5) Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that a Registration Statement will not be “reviewed,” or not subject to further review, or (iii) after the effectiveness, a Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities, except for Cut Back Securities, for which it is required to be effective, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities for more than 30 consecutive calendar days or more than an aggregate of 40 calendar days during any 12-month period (which need not be consecutive calendar days), or (iv) if after the six month anniversary of the date hereof, the Company does not have available adequate current public information as set forth in Rule 144(c) (any such failure or breach being referred to as an “ Event ”), then in addition to any other rights the holders of the Registrable Securities may have hereunder or under applicable law, on the one-month anniversary of each such Event date and on each monthly anniversary of each such Event date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each holder of Registrable Securities an amount in cash, as partial liquidated damages (“ Liquidated Damages ”) and not as a penalty, equal to 1.0% of the aggregate face amount of the Purchase Price applicable to the Registrable Securities then held by such Investor. The parties agree that the maximum aggregate Liquidated Damages payable to an Investor under this Agreement shall be twelve percent (12%) of such Investor’s Purchase Price. The partial Liquidated Damages pursuant to the terms hereof shall apply on a daily pro-rata basis for any portion of a month prior to the cure of an Event.

(f) Liquidated Damages . The Company and the Investor hereto acknowledge and agree that the sums payable under subsection 2(e) above shall constitute liquidated damages and not penalties and are in addition to all other rights of the Investor, including the right to call a default. The parties further acknowledge that (i) the amount of loss or damages likely to be incurred is incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections bear a reasonable relationship to, and are not plainly or grossly disproportionate to, the probable loss likely to be incurred in connection with any failure by the Company to obtain or maintain the effectiveness of a Registration Statement, (iii) one of the reasons for the Company and the Investor reaching an agreement as to such amounts was the uncertainty and cost of litigation regarding the question of actual damages, and (iv) the Company and the Investor are sophisticated business parties and have been represented by sophisticated and able legal counsel and negotiated this Agreement at arm’s length.

3. RELATED OBLIGATIONS .

(a) The Company shall, not less than three (3) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements (except for annual reports on Form 10-K), furnish to Brookline Capital Markets, a division of CIM Securities, LLC (“ Brookline ”), as the representative of the Investors, copies of all such documents proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investors, The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which Brookline shall reasonably object in good faith; provided that, the Company is notified of such objection in writing no later than two (2) Trading Days after Brookline has been so furnished copies of a Registration Statement.

(b) The Company and the Investors agree that access via the SEC’s EDGAR database of any filings by the Company (including an effective Registration Statement and any related Prospectuses) shall be deemed delivery by the Company to the Investors of such documents as of the day such documents became accessible. The Company shall furnish to each Investor whose Registrable Securities are included in any Registration Statement, without charge such documents, which are not publicly available through EDGAR, as such Investor may reasonably request from time to time in order to facilitate the disposition of the Registrable Securities owned by such Investor.

(c) The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as any Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (w) make any change to its articles of incorporation or by-laws, (x) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify each Investor who holds Registrable Securities of the receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(d) As promptly as practicable after becoming aware of such event or development, the Company shall notify each Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement to correct such untrue statement or omission. The Company shall also promptly notify each Investor in writing (i) of any request by the SEC for amendments or supplements to a Registration Statement or related prospectus or related information and (ii) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be appropriate.

(e) The Company shall use its best efforts to prevent the issuance of any stop order or other suspension of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and to notify each Investor who holds Registrable Securities being sold of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.

(f) If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall furnish to such Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such dates as an Investor may reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the Investors. Upon the request of the documents discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically provided by an underwriter of its securities in form, scope and substance as is customarily given in an underwritten public offering, including an opinion of counsel representing the Investor for purposes of such Registration Statement, addressed to the Company.

(g) If, after the execution of this Agreement, an Investor believes, after consultation with its legal counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of any Investor, the Company shall make available for inspection by (i) any Investor and (ii) one (1) firm of accountants or other agents retained by the Investors (collectively, the “ Inspectors ”) all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “ Records ”), as shall be reasonably deemed necessary by each Inspector, and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request; provided, however, that each Inspector shall agree, and each Investor hereby agrees, to hold in strict confidence and shall not make any disclosure (except to an Investor) or use any Record or other information which the Company determines in good faith to be confidential, and of which determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of which the Inspector and the Investor has knowledge. Each Investor agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential.

(h) The Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary to complete any Registration Statement or to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor and allow such Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, such information.

(i) The Company shall either cause all the Registrable Securities covered by a Registration Statement (i) to be listed on each securities exchange (which term includes the OTCQB and the OTCQX) on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable Securities is then permitted under the rules of such exchange or (ii) to be included for quotation on the Nasdaq Capital Markets for such Registrable Securities. The Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).

(j) The Company shall cooperate with each Investor who holds Registrable Securities being offered and, to the extent applicable, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates to be in such denominations or amounts, as the case may be, as the Investors may reasonably request and registered in such names as the Investors may request.

(k) The Company shall use its best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.

(l) The Company shall otherwise use its best efforts to comply with all applicable rules and regulations of the SEC in connection with any registration hereunder.

(m) Within two (2) business days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent for such Registrable Securities (with copies to the Investor whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been declared effective by the SEC in the form attached hereto as Exhibit C .

(n) The Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of Registrable Securities pursuant to a Registration Statement.

4. OBLIGATIONS OF THE INVESTORS .

(a) The Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(d) such Investor will immediately discontinue disposition of Registrable Securities pursuant to any Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee of an Investor in accordance with the terms of the Securities Purchase Agreement in connection with any sale of Registrable Securities with respect to which an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(d) and for which the Investor has not yet settled.

(b) The Investor covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration Statement.

5. EXPENSES OF REGISTRATION .

All expenses incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers, legal and accounting fees, except legal fees of Investor’s counsel associated with the review of the Registration Statement and any comment letters issued by the SEC relating to such Registration Statement, shall be paid by the Company.

6. INDEMNIFICATION .

With respect to Registrable Securities which are included in a Registration Statement under this Agreement:

(a) To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls any Investor within the meaning of the Securities Act or the Exchange Act (each, an “ Indemnified Person ”), against any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid in settlement or expenses, joint or several (collectively, “ Claims ”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the SEC, whether pending or threatened, whether or not an indemnified party is or may be a party thereto (“ Indemnified Damages ”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are offered (“ Blue Sky Filing ”), or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation there under relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement (the matters in the foregoing clauses (i) through (iii) being, collectively, “ Violations ”). The Company shall reimburse the Investors and each such controlling person promptly as such expenses are incurred and are due and payable, for any legal fees or disbursements or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon and in conformity with information furnished in writing to the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person. No Indemnified Person shall receive indemnification pursuant to this Section 6 that exceeds the amount of the Purchase Price that such Indemnified Person shall have paid (or be deemed to have paid by nature of its relationship to an Investor).

(b) In connection with a Registration Statement, the Investor agrees to severally and not jointly indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers, employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each an “ Indemnified Party ”), against any Claim or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(d), such Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Investor, which consent shall not be unreasonably withheld; provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds to such Investor as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission of material fact contained in the prospectus was corrected and such new prospectus was delivered to each Investor prior to such Investor’s use of the prospectus to which the Claim relates. No Indemnified Party shall receive indemnification from an Indemnified Person pursuant to this Section 6 that exceeds the amount of the Purchase Price that such Indemnified Person shall have paid (or be deemed to have paid by nature of its relationship to an Investor).

(c) Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, that the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party is prejudiced in its ability to defend such action.

(d) The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.

(e) The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar right of the Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

7. CONTRIBUTION .

To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however, that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller from the sale of such Registrable Securities.

8. REPORTS UNDER THE EXCHANGE ACT .

With a view to making available to the Investors the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration (“ Rule 144 ”), and as a material inducement to the Investor’s purchase of the Units, the Company represents, warrants, and covenants to the following:

(a) The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such shorter period that the issuer was required to file such reports), other than Form 8-K reports

(b) During the Registration Period, the Company shall file with the SEC in a timely manner all required reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations under the Securities Purchase Agreement) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.

(c) The Company shall furnish to the Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 and (ii) such other information as may be reasonably requested to permit the Investors to sell such securities pursuant to Rule 144 without registration.

9. AMENDMENT OF REGISTRATION RIGHTS .

Provisions of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and Investors who then hold at least two-thirds (2/3) of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 9 shall be binding upon each Investor and the Company. No such amendment shall be effective to the extent that it applies to fewer than all of the holders of the Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.

10. MISCELLANEOUS .

(a) A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting instructions, notices or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from the registered owner of such Registrable Securities.

(b) No Piggyback on Registrations . The Company shall not file any other registration statements on Forms S-1, S-3 or other similar forms until the initial Registration Statement required hereunder is declared effective by the SEC, provided that this Section 10(b) shall not prohibit the Company from filing amendments to registration statements already filed.

(c) Piggy-Back Registrations . If at any time there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the Company shall send to each Investor a written notice of such determination and, if within fifteen (15) days after the date of such notice, any such Investor shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Investor requests to be registered; provided , however , that, the Company shall not be required to register any Registrable Securities pursuant to this Section 10(c) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective Registration Statement.

(d) Any notices, consents, waivers 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 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 an Investor, to:

The address provided in the Securities

If to the Company, to: Q Biomed Inc.

c/o Ortoli Rosenstadt LLP

501 Madison Avenue, 14 ^th Floor

New York, NY 10022

Telephone: (212) 588-002

Facsimile: (212 826-9307

Attention: William S. Rosenstadt

Email: wsr@ortolirosenstadt.com

With copy to: Q Biomed Cayman SEZC

Cayman Enterprise City

3rd Floor, South Wing, Flagship Building

Harbour Drive

P.O. Box 10315

Grand Cayman

KY1-1003

Cayman Islands

Attention: Denis Corin

Email: dcorin@qbiomed.com

or to 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 five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission or (C) provided by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(e) Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a waiver thereof.

(f) The laws of the State of New York shall govern all issues concerning the relative rights of the Company and the Investors as its stockholders. All other questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Supreme Court of the State of New York, sitting in New York County, New York and federal courts for the Southern District of New York sitting New York, New York, for the adjudication of any dispute hereunder or in connection herewith 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. 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. 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.

(g) This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns of each of the parties hereto.

(h) The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

(i) This Agreement may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other party hereto by facsimile transmission of a copy of this Agreement bearing the signature of the party so delivering this Agreement.

(j) 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) 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.

(l) 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.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company has caused its signature page to this Registration Rights Agreement to be duly executed as of the date first above written.

	COMPANY:
	Q Biomed Inc.

	By:
	Name:
	Title:

IN WITNESS WHEREOF, the undersigned Investor has caused its signature page to this Registration Rights Agreement to be duly executed as of the date first above written.

	INVESTOR:


	By:
	Name:
	Title:

EXHIBIT A

SELLING STOCKHOLDERS

AND PLAN OF DISTRIBUTION

EXHIBIT B

OTHER DISCLOSURES

[See attachment provided]

EXHIBIT C

FORM OF NOTICE OF EFFECTIVENESS
OF REGISTRATION STATEMENT

Attention:

Re:

Q BIOMED INC.

Ladies and Gentlemen:

We are counsel to Q BIOMED INC., a Nevada corporation (the “ Company ”), and have represented the Company in connection with that certain Securities Purchase Agreement (the “ Securities Purchase Agreement ”) entered into by and among the Company and the Investors named therein (collectively, the “ Investors ”) pursuant to which the Company issued to the Investors up to [--------------] Units (as defined in the Securities Purchase Agreement). Pursuant to the Securities Purchase Agreement, the Company also has entered into a Registration Rights Agreement with the Investors (the “ Registration Rights Agreement ”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “ Securities Act ”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ____, the Company filed a Registration Statement on Form ________ (File No. 333-_____________) (the “ Registration Statement ”) with the Securities and Exchange Commission (the “ SEC ”) relating to the Registrable Securities which names each of the Investors as a selling stockholder there under.

In connection with the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the Securities Act pursuant to the Registration Statement.

Very truly yours,

[Law Firm]

By:

cc: [LIST NAMES OF INVESTORS]

Exhibit 10.3

THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"). THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (c) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

Void after 5:00 p.m. (New York time) on [-----].

Number of Warrants: ___________ Warrant No. __________

WARRANTS TO PURCHASE COMMON SHARES OF

Q BIOMED INC.

(organized under the laws of Nevada)

This is to certify that for value received and in exchange for business development services that Q BioMed Inc. (the " Corporation ") has received from [------------------] (the " Holder "), the Holder shall have the right to purchase from the Corporation, at any time and from time to time up to from the date of issuance until 5:00 p.m. (New York time) on [-----] (the " Expiry Time "), one fully paid and non-assessable Common Share (as hereinafter defined) for each Warrant (individually, a " Warrant ") represented hereby at a price of [$4.50] per share (the " Exercise Price "), upon and subject to the following terms and conditions:

1. For the purpose of this Warrant, the term " Common Shares " means common shares in the capital of the Corporation as constituted on the date hereof; provided that in the event of a change, subdivision, re-division, reduction, combination or consolidation thereof or any other adjustment under clause 7 hereof, or such successive changes, subdivisions, re-divisions, reductions, combinations, consolidations or other adjustments, then subject to the adjustments, if any, having been made in accordance with the provisions of this Warrant Certificate, " Common Shares " shall thereafter mean the shares, other securities or other property resulting from such change, subdivision, re-division, reduction, combination or consolidation or other adjustment.

2. After the Expiry Time, all rights under any of the Warrants in respect of which the right of subscription and purchase therein not exercised shall wholly cease and such Warrants shall be void and of no valid or binding effect.

3. The right to purchase Common Shares pursuant to the Warrants may only be exercised by the Holder before the Expiry Time by:

(1)	duly completing and executing a subscription substantially in the form attached hereto as Exhibit A, in the manner therein indicated; and

(2)

surrendering this Warrant Certificate and the duly completed and executed subscription form to the Corporation at the principal office of the Corporation in the City of New York, together with payment of the purchase price for the Common Shares subscribed for in the form of a wire transfer or a certified check payable to the Corporation in an amount equal to the then applicable Exercise Price multiplied by the number of Common Shares subscribed for (“ Aggregate Exercise Price ”); or

(3)

provided that at anytime after the six-month anniversary of the issuance of this Warrant a registration statement registering the resale of the underlying shares is not effective for a period of 30 days and subject to Section 7(c) herein, in the event the Holder desires to exercise the Warrant through the cashless mechanism as set forth herein it shall, in lieu of making the cash payment otherwise contemplated to be made to the Corporation upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A x B) - (A x C)

For purposes of the foregoing formula:

A= the total number of shares with respect to which this Warrant is then being exercised.

B= the average closing bid price of the Common Shares for the ten (10) Trading Days immediately preceding the date of the applicable Exercise Notice (“Average Bid Price”).

C= the Exercise Price then in effect for the applicable Warrant shares at the time of such exercise.

4. Upon such delivery and payment as aforesaid, the Corporation shall cause to be issued to the Holder the number of Common Shares to be issued and the Holder shall become a shareholder of the Corporation in respect of such Common Shares with effect from the date of such delivery and payment and shall be entitled to delivery of a certificate or certificates evidencing such Common Shares. If instructed by the Holder, the Corporation shall cause such certificate or certificates to be mailed to the Holder at the address or addresses specified in such subscription form within five (5) business days of such instruction, delivery and payment as herein provided. If the Holder does not instruct the Company to issue a certificate, the shares may be held in book-entry form.

5. The holding of a Warrant shall not constitute the Holder a shareholder of the Corporation nor entitle him to any right or interest in respect thereof except as herein expressly provided.

6. The Corporation covenants and agrees that until the Expiry Time, while any of the Warrants shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to clauses 7 and 8 hereof. All Common Shares which shall be issued upon the exercise of the right to purchase herein provided for, upon payment therefor of the amount at which such Common Shares may at the time be purchased pursuant to the provisions hereof, shall be issued as fully paid and non-assessable shares and the holders thereof shall not be liable to the Corporation or its creditors in respect thereof.

(a) If and whenever at any time after the date hereof and prior to the Expiry Time the Corporation shall (i) subdivide, re-divide or change its then outstanding Common Shares into a greater number of Common Shares, (ii) reduce, combine or consolidate its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of its then outstanding Common Shares by way of a stock dividend or other distribution (any of such events herein called a " Common Share Reorganization "), then the Exercise Price shall be adjusted effective immediately after the effective date of any such event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purpose of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Exercise Price in effect on such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would be outstanding if such securities were exchanged for or converted into Common Shares.

(b)

If and whenever at any time after the date hereof and prior to the Expiry Time, the Corporation shall distribute any class of shares or rights, options or warrants or other securities (other than those referred to in 7(a) above), evidences of indebtedness or property (excluding cash dividends paid in the ordinary course) to holders of all or substantially all of its then outstanding Common Shares, the Holder shall receive, in addition to the number of the Common Shares in respect of which the right to purchase is then being exercised, the aggregate number of Common Shares or other securities or property that the Holder would have been entitled to receive as a result of such event, as if, on the record date thereof, the Holder had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled upon the exercise of the rights of the Holder hereunder.

(c)

If and whenever at any time after the date hereof and prior to the Expiry Time there is a capital reorganization of the Corporation or a reclassification or other change in the Common Shares (other than a Common Share Reorganization) or a consolidation or merger or amalgamation of the Corporation with or into any other corporation or other entity (other than a consolidation, merger or amalgamation which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of all or substantially all of the Corporation's undertaking and assets to another corporation or other entity in which the holders of Common Shares are entitled to receive shares, other securities or other property (any of such events being called a " Capital Reorganization "), the Holder, conditioned that he has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date of such Capital Reorganization, shall be entitled to receive and shall accept, upon the exercise of such right, on such date or any time thereafter, for the same aggregate consideration in lieu of the number of Common Shares to which he was theretofore entitled to subscribe for and purchase less the aggregate Exercise Price per Warrant, the aggregate number of shares or other securities or property which the Holder would have been entitled to receive as a result of such Capital Reorganization as if, on the effective date thereof, he had been the registered holder of the number of Common Shares to which he was theretofore entitled to subscribe for and purchase.

8. On the occurrence of each and every such event set out in clause 7, the applicable provisions of this Warrant, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Corporation shall take all necessary action so as to comply with such provisions as so amended.

9. The Corporation shall not be required to deliver certificates for Common Shares while the share transfer books of the Corporation are properly closed, having regard to the provisions of clause 7 hereof, prior to any meeting of shareholders or for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Common Shares called for thereby during any such period delivery of certificates for Common Shares may be postponed for not more than five (5) days after the date of the re-opening of said share transfer books. Provided, however, that any such postponement of delivery of certificates shall be without prejudice to the right of the Holder so surrendering the same and making payment during such period to receive after the share transfer books shall have been re-opened such certificates for the Common Shares called for, as the same may be adjusted pursuant to clause 8 hereof as a result of the completion of the event in respect of which the transfer books were closed.

10. Subject as hereinafter provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings. No recourse under or upon any obligation, covenant or agreement contained herein shall be had against any shareholder, director or officer of the Corporation either directly or through the Corporation, it being expressly agreed and declared that the obligations under the Warrants are solely corporate obligations and that no personal liability whatever shall attach to or be incurred by the shareholders, directors or officers of the Corporation or any of them in respect thereof, any and all rights and claims against every such shareholder, officer or director being hereby expressly waived as a condition of and as a consideration for the issue of the Warrants.

11. The Holder may subscribe for and purchase any lesser number of Common Shares than the number of shares expressed in this Warrant Certificate. In the case of any subscription for a lesser number of Common Shares than expressed in this Warrant Certificate, the Holder hereof shall be entitled to receive at no cost to the Holder a new Warrant Certificate in respect of the balance of Warrant not then exercised. Such new Warrant Certificate shall be mailed to the Holder by the Corporation, contemporaneously with the mailing of the certificate or certificates representing the Common Shares issued pursuant to clause 4.

12. If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Corporation shall, on such terms as it may in its discretion acting reasonably impose, issue and sign and direct the Corporation's transfer agent to countersign a new Warrant Certificate of like denomination, tenor and date as the Warrant Certificate so stolen, lost, mutilated or destroyed for delivery to the Holder.

13. The Corporation shall keep at its principal office (or its transfer agent in the City of New York): (a) a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them; and (b) a register of transfers in which shall be entered the date and other particulars of each transfer of Warrants. The registers hereinbefore referred to shall be open at all reasonable times for inspection by any Holder.

14. Subject to compliance by the Holder with any applicable resale restrictions and any other applicable laws and regulatory requirements, the Corporation acknowledges and agrees that the Warrants evidenced hereby may be assigned or transferred by the Holder at the Holder's option. It is the sole responsibility of the Holder to ensure that all such restrictions, laws and regulatory requirements have been observed. Upon any assignment or transfer, the Holder shall furnish the Corporation with this Warrant Certificate and an Assignment Form in the form of Exhibit B attached hereto and such other documents and information regarding the transferee as the Corporation may reasonably require to register these Warrants in the name of the transferee and, upon satisfaction of such requirements, the Corporation shall execute and deliver a new Warrant Certificate in the name of the transferee named in such Warrant Transfer Form for the number of unexercised Warrants and this certificate shall be promptly cancelled.

15. The transferee of a Warrant Certificate shall, after the transfer form attached to the Warrant Certificate or any other form of transfer acceptable to the Corporation, acting reasonably, is duly completed and the Warrant Certificate is lodged with the Corporation and upon compliance with all other conditions in that regard required by this Warrant, by the New York Stock Exchange or by law, be entitled to have his name entered on the register of holders as the owner of the Warrants represented thereby free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Warrant, save in respect of equities of which the Corporation or the transferee is required to take notice by statute or by order of a court of competent jurisdiction.

16. Warrant Certificates may, upon compliance with the reasonable requirements of the Corporation, be exchanged for Warrant Certificates in any other denomination representing in the aggregate the same number of Warrants. The Corporation shall sign, all Warrant Certificates necessary to carry out the exchanges contemplated herein, provided that:

(1)	Warrant Certificates may be exchanged only at the principal office of the Corporation in the City of New York; any Warrant Certificates tendered for exchange shall be surrendered to the Corporation and cancelled; and

(2)

Except as otherwise herein provided, the Corporation may charge Holders requesting an exchange a reasonable sum for each new Warrant Certificate issued; and payment of such charges and reimbursement of the Corporation for any and all stamp taxes or governmental or other charges required to be paid shall be made by the party requesting such exchange as a condition precedent to such exchange.

17. The Corporation may deem and treat the registered holder of any Warrant Certificate as the absolute owner of the Warrants represented thereby for all purposes, and the Corporation shall not be affected by any notice or knowledge to the contrary except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction. A Holder shall be entitled to the rights evidenced by such Warrant free from all equities or rights of set-off or counterclaim between the Corporation and the original or any intermediate holder thereof and all persons may act accordingly and the receipt by any such Holder of the Common Shares purchasable pursuant to such Warrant shall be a good discharge to the Corporation for the same and the Corporation shall not be bound to inquire into the title of any such Holder except where the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

18. The Holder acknowledges that appropriate legends, as follows, will be placed upon certificates representing any securities issued on the exchange, assignment or exercise of the Warrants represented by this certificate until the hold period expires for the Warrants so represented hereby.

LEGEND

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, (A) TO THE CORPORATION, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 OR RULE 144A THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY STATE SECURITIES LAWS OR (C) WITH THE PRIOR WRITTEN CONSENT OF THE CORPORATION, PURSUANT TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS."

19. This Warrant shall be governed by the laws of the New York and the federal laws of the United States applicable herein.

20. The Warrants represented by this certificate and the common shares issuable upon exercise hereof have not been registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "). The Warrants represented by this certificate may not be exercised by a U.S. person or person within the United States (or on behalf of any such person) unless registered under the U.S. Securities Act or unless an exemption from such registration is available.

IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to be signed by its duly authorized officer.

DATED this [--] day of [-----].

Q BIOMED INC.

By:

Authorized Signing Officer

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

Q BIOMED INC.

The undersigned holder hereby exercises the right to purchase of the shares of Common Stock (“ Warrant Shares ”) of Q BioMed Inc., a Nevada corporation (the “ Corporation ”), evidenced by Warrant No. _________ (the “ Warrant ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1.	Form of Exercise Price . The Holder intends that payment of the Exercise Price shall be made as:

a “ Cash Exercise ” with respect to ______________ Warrant Shares; and/or

a “ Cashless Exercise ” with respect to ___________ Warrant Shares.

In the event that the Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder hereby represents and warrants that (i) this Exercise Notice was executed by the Holder at [a.m.][p.m.] on the date set forth below and (ii) if applicable, the Bid Price as of such time of execution of this Exercise Notice was $.

2. Payment of Exercise Price . In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares, the Holder shall pay the Aggregate Exercise Price in the sum of $ to the Corporation in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares and Net Number of shares of Common Stock . The Company shall deliver to Holder, or its designee or agent as specified below, shares of Common Stock in respect of the exercise contemplated hereby. Delivery shall be made to Holder, or for its benefit, to the following address:

Date: ___________

Name of Registered Holder

By:

Name:

Title:

Account

Number:

(if shares are delivered by electronic book entry transfer)

Transaction Code

Number:

(if shares are delivered by electronic book entry transfer)

ACKNOWLEDGMENT

The Corporation hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _________, 20__, from the Corporation and acknowledged and agreed to by _______________.

Q BIOMED INC.

By:____________________________________

Name:

Title:

EXHIBIT B

ASSIGNMENT FORM

TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED :

TO : Q BioMed Inc.

[address]

The undersigned holder of the within Warrant certificate hereby sells, assigns and transfers to _____________________________________ [name of Transferee] , _______________ [number of Warrants] of Q BioMed Inc. (the "Corporation") registered in the name of the undersigned on the records of the Corporation represented by the attached Warrant certificate and irrevocably appoints _____________________________, the attorney of the undersigned to transfer the said securities on the books or register with full power of substitution.

DATED this __________ day of _____________________, 20_________.

Signature Guaranteed Signature of Transferor

Certificate of Transferee

The undersigned certifies as follows (check one):

[ ]

submits herewith evidence that the transfer of Warrants to the undersigned does not require registration under the United States Securities Act of 19933, as amended, or any applicable securities laws, it being understood that such evidence must be satisfactory in form and substance to the Corporation.

[ ]

The undersigned hereby certifies that the undersigned is not in the United States, is not acquiring the Warrants for the account or benefit of a person in the United States, was not offered the Warrants in the United States and was not in the United States when it agreed to acquire the Warrants.

DATED this __________ day of ________________, 20_____.

Signature of Transferee

Instructions:

a.	Signature of the Holder must be the signature of the person whose name appears on the face of the Warrant Certificate.

b.	If the Transfer Form is signed by a trustee, executor, administrator, curator, guardian, attorney, officer of a corporation or any person acting in a fiduciary or representative capacity, the certificate must be accompanied by evidence of authority to sign satisfactory to the Corporation.

c.	Warrants shall only be transferable in accordance with applicable laws and are subject to the terms and conditions contained in the certificate to which this Warrant Transfer Form is scheduled.

d.	The signature of the Transferor on this Warrant Transfer Form must be guaranteed by a member of a recognized Medallion Guarantee program.

Exhibit 10.4

PLACEMENT AGENCY AGREEMENT

June 5, 2017

Brookline Capital Markets,

a division of CIM Securities, LLC

509 Madison Avenue, Suite 1006

New York, New York 10022

Attention: William B. Buchanan, Jr., Managing Director

Dear Mr. Buchanan:

Q BIOMED, Inc., a Nevada corporation (“ Company ”), the common stock of which is traded on the OTCQB under the trading symbol “QBIO,” hereby confirms its agreement (this “ Agreement ”) with Brookline Capital Markets, a division of CIM Securities, LLC, a Colorado limited liability company (“ Brookline ”), for Brookline to act as the exclusive placement agent for Company as follows:

1. Offering . Subject to the terms and conditions of this Agreement:

(a) Company will offer through a private offering (the “ Offering ”) for sale to accredited investors (as defined in Section 1(c) below) through Brookline and Brookline’s selected dealers, if any, Securities (as defined below) on terms and conditions mutually agreeable to the parties. The Offering is expected to be for a minimum amount of $6,000,000 of Securities and for a maximum amount of $8,000,000 of Securities. As used in this Agreement, “ Securities ” means equity securities of Company and “affiliates” means a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified.

(b) Placement of the Securities by Brookline will be made on a best efforts basis with respect to any minimum amount. The Securities will be offered to prospective investors, which, subject to compliance with the requirements for other investors, may include related parties of Brookline and Company, commencing on the later of the date of this Agreement or the date of the Memorandum, which Company shall work in good faith on completing as soon as is reasonably possible, and terminating on a date to be mutually agreed upon by the parties but which in any event shall be no later than July 15, 2017 unless mutually agreed to by the parties in writing. The date upon which this Agreement terminates shall be referred to as the “ Termination Date .” Notwithstanding the foregoing, Brookline has no obligation to purchase Securities.

(c) Company will not accept subscriptions from, or sell Securities to, and Brookline will not solicit or make any offers on behalf of Company to, any persons that do not qualify as (or are not reasonably believed to be) “accredited investors”, as such term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Act ”).

(d) The Offering will be made by Brookline on behalf of Company solely pursuant to the Memorandum, which at all times will be in form and substance reasonably acceptable to Brookline. As used in this Agreement, “ Memorandum ” means Company’s confidential private placement memorandum, securities purchase agreement and/or other appropriate Company-approved disclosure documentation, inclusive of all schedules, exhibits, attachments and all amendments, restatements, supplements and appendices thereto, and other Company-approved documents that Brookline may use on Company’s behalf to sell the Securities.

(e) Brookline shall comply with all applicable broker-dealer registration requirements, applicable federal and state securities laws and all Financial Industry Regulatory Authority (“ FINRA ”) regulations with respect to the Offering and will conduct the Offering in accordance with Rule 506 of Regulation D as promulgated under Section 4(a)(2) of the Act (“ Regulation D ”). In connection with the Offering, Brookline will deliver to each prospective investor contacted by Brookline, prior to Company’s acceptance of any subscription from such prospective investor, the Offering Documents. As used in this Agreement, “ Offering Documents ” means the Memorandum, and any other Company-approved subscription documents related thereto, including, without limitation, such subscription documents as Brookline may reasonably require to be executed by its potential investors (e.g., anti-money laundering form, client suitability form, etc.) in connection with the Offering. Brookline represents and warrants to Company that all information and statements related to Brookline provided in writing by Brookline for inclusion in the Offering Documents, if any, will be true and correct in all material respects as of the date provided or such other date as specifically set forth in the Offering Documents, and such statements and information will not be misleading in any material respect.

(f) Brookline will not make an offer of the Securities on the basis of any communication or document except the Offering Documents. Brookline will obtain completed Offering Documents from each prospective investor that intends to purchase Securities in the Offering and shall provide such Offering Documents to Company as soon as reasonably practicable thereafter, it being agreed that Brookline may retain copies thereof for its records and may file and provide such documents with FINRA and any other regulator with authority over the Offering pursuant to FINRA Rule 5123 and other applicable laws and regulations. Brookline will remain through the later of the Termination Date or the final Closing related to the Offering a broker-dealer registered with the United States Securities and Exchange Commission (the “ SEC ”), a member in good standing with FINRA, and licensed or registered as a broker-dealer in any state in which Brookline is required to be so licensed or registered to offer and sell the Securities in compliance with the terms of the Memorandum. Brookline will promptly advise Company of any material change in any of the representations and warranties made by Brookline in this Agreement that arises prior to the termination of the Offering. All actions by Brookline and its agents, employees and affiliates in connection with the offer and sale of the Securities pursuant to this Agreement will conform to the applicable provisions of Regulation D, the anti-fraud provisions of the Act and the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and all applicable state securities laws and regulations, and Company hereby authorizes Brookline to take all actions necessary or appropriate for Brookline to conform with such laws and regulations.

2. Representations and Warranties of Company . Company hereby represents and warrants to Brookline that, except as otherwise set forth in the Memorandum or the SEC Reports, each of the following is true and correct in all respects as of the date hereof and will be true and correct in all respects as of each Closing Date (as defined in Section 5(c) below):

(a) The Memorandum will be and, as of each Closing Date, has been prepared by Company, at its sole cost, in conformity with all applicable laws and regulations, including, without limitation, Regulation D, the Act and the requirements of all other rules and regulations (the “ Regulations ”) of the SEC relating to offerings of the type contemplated by the Offering, and the applicable securities laws and the rules and regulations of those jurisdictions wherein the Securities are to be offered and sold, excluding foreign jurisdictions. Assuming Brookline’s obligations under Sections 1 and 3 of this Agreement and the accuracy of investor representations and warranties set forth in the Offering Documents, the Securities will be offered and sold pursuant to the registration exemption provided by Rule 506(b) of Regulation D and Section 4(a)(2) and/or Section 4(a)(6) of the Act as a transaction not involving a public offering in those jurisdictions mutually agreed by Brookline and Company. Company has not taken nor will it take any action that conflicts with the conditions and requirements of, or that would make unavailable with respect to the Offering or the exemption(s) from registration available pursuant to Rule 506 of Regulation D, Section 4(a)(2) or Section 4(a)(6) of the Act, and knows of no reason why any such exemption would be otherwise unavailable to it. None of Company’s affiliates have been subject to any order, judgment or decree of any court or governmental authority of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failing to comply with Rule 503 of Regulation D.

(b) The Offering Documents will not and, as of each Closing Date, do not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which the Offering Documents were made, not misleading. None of the statements, documents, certificates or other items prepared or supplied (or to be prepared or supplied) by Company with respect to the transactions contemplated hereby contains an untrue statement of a material fact or omits a material fact necessary to make the statements contained therein not misleading. There is no fact that Company will not disclose, and, as of each Closing Date, has not disclosed, in the Memorandum and of which Company is aware that materially and adversely affects or could reasonably be expected to materially and adversely affect the business prospects, financial condition, operations or assets of Company, except as otherwise disclosed in the reports, schedules, forms, statements and other documents filed by Company under the 1934 Act, including the exhibits thereto and documents incorporated by reference therein (collectively, the “ SEC Reports ”).

(c) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Company has no subsidiaries and does not have an equity interest in any other firm, partnership, limited liability company, corporation, association or other entity. Company is duly qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, condition (financial or otherwise), operations or property of Company (a “ Material Adverse Effect ”).

(d) Company has all requisite power and authority (corporate and other) to conduct its business as presently conducted and as proposed to be conducted and to enter into and perform its obligations under this Agreement. Prior to any Closing (as defined below), Company has all requisite power and authority (corporate and other) to enter into and perform its obligations under the Offering Documents and to issue, sell and deliver the Securities. This Agreement has been duly executed and delivered and constitutes, and each of the Offering Documents, if applicable, upon due execution and delivery, will constitute, valid and binding obligations of Company, enforceable against Company in accordance with their respective terms: (i) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation or warranty is made herein regarding the enforceability of Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e) None of the execution and delivery of, or performance by Company of this Agreement or the consummation of the transactions herein contemplated conflicts with or violates, or will result in the creation or imposition of any lien, charge or other encumbrance upon any of the assets of Company under any agreement or other instrument to which Company is a party or by which Company or its assets may be bound, any term of the articles of incorporation, bylaws and other governance documents of Company or any license, permit, judgment, decree, order, statute, rule or regulation applicable to Company or any of its assets.

(f) Company’s outstanding equity has been duly authorized and issued. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Offering Documents that has not been effectively waived. Company’s common stock conforms to all statements in relation thereto contained in the SEC Reports and the SEC Reports describes all material terms and conditions thereof. No consent, authorization or filing of or with any court or governmental authority is required on the part of Company in connection with the issuance of the Securities or the consummation of the transactions contemplated herein or in the Offering Documents, except for required filings with the SEC and applicable “Blue Sky” or state securities commissions relating specifically to the Offering (all of which will be duly made on a timely basis by Company or Company’s counsel).

(g) Company has no material liabilities of any kind (whether accrued, absolute, contingent or otherwise), nor has Company entered into any material transactions or commitments, that are required to be reflected as liabilities in the most recent balance sheet set forth in the financial statements of Company included in the SEC Reports other than liabilities incurred after the date of such balance sheet in the ordinary course of business. The financial statements of Company included in the SEC Reports fairly present in all material respects the financial position of Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal year-end audit adjustments.

(h) Company has obtained all requisite licenses, permits and other governmental authorization necessary to conduct its business as presently, and as proposed to be, conducted, where a failure to obtain such license, permit or authorization would not have a Material Adverse Effect.

(i) No default by Company or, to the knowledge of Company, any other party exists in the due performance under any material agreement to which Company is a party or to which any of its assets is subject (collectively, the “ Company Agreements ”).

(j) There are no actions, proceedings, claims or investigations before or by any court or governmental authority pending or, to the knowledge of Company, threatened, against Company, or involving Company’s assets or, to the knowledge of Company, involving any of its officers or directors which, if determined adversely to Company or such officer or director, could have a Material Adverse Effect or materially and adversely affect the transactions contemplated by this Agreement or the Offering Documents or the enforceability thereof.

(k) Company is not in violation of: (i) its articles or certificate of incorporation, bylaws or other governance documents, as applicable and as may be amended, restated and supplemented from time to time to date; (ii) any indenture, mortgage, deed of trust, note or other agreement or instrument to which Company is a party or by which it is or may be bound or to which any of its assets may be subject; (iii) any statute, rule or regulation currently applicable to Company; or (iv) any judgment, decree or order applicable to Company; which any such violation or violations individually, or in the aggregate, would result in a Material Adverse Effect.

(l) To the knowledge of Company, Company owns all right, title and interest in, or possesses adequate and enforceable rights to use, all registered and unregistered (including pending applications) copyrights, patents, trademarks, trade names, service marks, copyrights, rights, licenses, franchises, trade secrets, confidential information, processes, formulations, software and source and object codes that are used by Company in the operation of Company’s business (collectively, the “ Intangibles ”). To the knowledge of Company, (i) Company has not infringed upon the rights of others with respect to the Intangibles, (ii) Company has received no notice that it has or may have infringed or is infringing upon the rights of others with respect to the Intangibles, and (iii) Company otherwise has received no notice of conflict with the asserted rights of others with respect to the Intangibles that would result in a Material Adverse Effect.

(m) Company has filed each federal, state, local and foreign tax return that is required to be filed by it or has requested an extension therefor, and Company has paid all taxes and all related assessments, penalties and interest to the extent that the same have become due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or except where the failure to file such return or pay such taxes, assessments, penalties or interest would not result in a Material Adverse Effect.

(n) No person or entity will have, as a result of the offer and sale of Securities in the Offering, any valid claim against or upon Brookline for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by Company. Company agrees to indemnify Brookline from any such claim made by any other person or entity.

(o) Neither the sale of the Securities by Company nor its use of the proceeds thereof will violate the Trading with the Enemy Act, as amended, nor any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto. Without limiting the foregoing, Company is not (a) a person whose property or interests in property are blocked pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) or (b) a person who engages in any dealings or transactions, or be otherwise associated, with any such person. Company and its subsidiaries, if any, are in compliance, in all material respects, with the USA Patriot Act of 2001 (signed into law October 26, 2001).

(p) None of Company or any of its predecessors, affiliated issuers, directors, executive officers, or other officers participating in the Offering, nor any beneficial owner of 20% or more of Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Act) connected with Company in any capacity at the time of any sale of Securities (each, a “ Company Covered Person ”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of the Act (each, a “ Disqualification Event ”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); and Company has exercised reasonable care to determine whether any Company Covered Person is subject to a Disqualification Event.

Company shall provide prompt written notice to Brookline prior to any Closing of any Disqualification Event relating to any Company Covered Person or any event that would, with the passage of time, become such a Disqualification Event. Subject to Brookline’s compliance with Section 3(b) below with respect to any Brookline Covered Person, Company shall also comply, to the extent applicable, with its disclosure obligations under Rule 506(e), and shall furnish to Brookline a copy of any disclosures to be provided thereunder.

3. No Brookline Disqualification Events .

(a) Brookline hereby represents and warrants to Company that each of the following is true in all respects as of the date hereof and will be true in all respects as of each Closing Date: (i) none of Brookline, its managing member(s), or any directors, executive officers or other officers participating in the Offering of Brookline or its managing member(s) (each, a “ Brookline Covered Person ”), is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3); and (ii) Brookline has exercised reasonable care to determine whether any Brookline Covered Person is subject to a Disqualification Event.

(b) Brookline shall provide Company prompt written notice, a reasonable time prior to any Closing, of any Disqualification Event relating to any Brookline Covered Person or any event that would, with the passage of time, become such a Disqualification Event.

4. Placement Agent Appointment and Compensation .

(a) Company hereby appoints Brookline as its exclusive placement agent in connection with the Offering. Company acknowledges and agrees that Brookline may use selected dealers and sub-agents to fulfill its agency hereunder provided that such dealers and sub-agents are compensated solely by Brookline. Brookline shall notify Company of any selected dealer or sub-agent that Brookline utilizes to fulfill its agency hereunder. The agency of Brookline and its appointment as placement agent hereunder shall continue until the Termination Date.

(b) Company will cause to be delivered to Brookline copies of the Offering Documents and Company hereby consents to Brookline’s use of such copies for the purposes permitted by the Act and applicable securities laws in connection with the Offering. Company hereby authorizes Brookline and its employees, agents and selected dealers, if any, to use the Memorandum and Offering Documents in connection with the offer and sale of the Securities until the earlier to occur of (i) the Termination Date, (ii) the final Closing in relation to the Offering, or (iii) the date Company instructs Brookline in writing to no longer use the Memorandum, and no other person or entity is or will be authorized to give any information or make any representations other than those contained in the Memorandum or to use any offering materials other than those constituting part of the Memorandum in connection with the offer and sale of the Securities. Company shall provide Brookline at Company’s own expense such quantities of the Offering Documents as Brookline may reasonably request.

(c) Company will cooperate with Brookline by making available to Brookline’s representatives such information as may be reasonably requested in making a reasonable investigation of Company and its affairs and shall provide access during regular business hours to such employees of Company as Brookline may reasonably request.

(d) With the exception of those found on Exhibit A attached hereto to which a reduced cash fee will be due Brookline, out of the proceeds received at each Closing and as a condition to each Closing, Company shall pay to Brookline a cash placement fee (the “ Placement Agent’s Fee ”) equal to 7% of the aggregate purchase price paid by purchasers of Securities issued at the Closing. The Placement Agent’s Fee will be deducted from the gross proceeds of the Securities sold at the Closing and paid at the time of Closing. Brookline will receive a cash payment equal to 2% of the aggregate purchase price paid by purchasers of Securities issued at the Closing to Exhibit A investors.

(e) With the exception of those found on Exhibit A attached hereto to which a reduced equity fee will be due Brookline, as additional compensation, Company shall issue to Brookline or its designees warrants (the “ Agent’s Warrants ”) to purchase an aggregate number of shares of Company’s common stock equal to 7% of the aggregate number of shares of Securities sold in the Offering to purchasers of Securities. The Agent’s Warrants will be on the same terms as those warrants issued to the purchasers of Securities. Company shall issue to Brookline or its designees Agents Warrants to purchase an aggregate number of shares of Company’s common stock equal to 2% of the aggregate number of shares of Securities sold in the Offering to purchasers of Securities listed on Exhibit A.

(f) Payment to Brookline of any Placement Agent’s Fee and Agent’s Warrants is due at and as a condition to any Closing, unless this condition is waived, in full or in part, by Brookline in its sole discretion, in which case such payment shall be due promptly (and in no event more than three business days) following the time that Brookline requests such payment in the future. To the extent there is more than one Closing, payment of the proportional amount of any Placement Agent’s Fee and Agent Warrants will be made out of the proceeds of subscriptions for the Securities sold at each Closing unless otherwise agreed by Brookline and Company.

(g) With the exception of those found on Exhibit A attached hereto to which no Tail Placement Agent’s Fees shall be due to Brookline, Brookline will be entitled to, and Company shall pay to Brookline, tail placement agent’s fees (the “ Tail Placement Agent’s Fees ”) equal to 7% of the aggregate purchase price of any equity securities of Company or any affiliate or successor of Company or securities that are by their terms convertible into equity securities of Company or any affiliate or successor of Company (“ New Securities ”) issued in any subsequent offering (each, a “ Subsequent Offering ”) consummated during the 12-month period following the Termination Date (the “ Tail Period ”) (I) to purchasers of Securities issued in this Offering and (II) to persons and entities, including, without limitation, individuals, trusts, corporations, limited liability companies, and partnerships, that were placed by Brookline as further defined below (collectively, the “ Brookline Investors ”). Notwithstanding the foregoing, a Subsequent Offering will not include:(A) the issuance of shares of common stock or any securities convertible into shares of common stock, upon the exercise or conversion of common stock equivalents (i.e., options, warrants, etc.) that are outstanding as of the date of this Agreement; (B) the grant or issuance of shares of common stock, options, warrants or other equity awards to employees, officers, directors, consultants or advisors of Company pursuant to plans or agreements approved by Company’s Board of Directors or a duly authorized committee of Company’s Board of Directors, and the issuance of shares of common stock in respect thereof; (C) the issuance of New Securities as consideration for mergers, acquisitions or other business combinations; or (D) the issuance of New Securities in connection with sponsored research, collaboration, technology license, development, OEM, distribution, marketing, services or other similar agreements or strategic partnerships approved by a majority of the disinterested members of Company’s Board of Directors. For purposes of this Agreement, “ placed by Brookline ” means (x) all investors with regard to which Brookline is entitled to receive the Placement Agent’s Fee, and (y) all other persons and entities, including, without limitation, individuals, trusts, corporations, limited liability companies, and partnerships, who by or at the suggestion or direction of Brookline or Company, during the period of time from the date of this Agreement until the Termination Date: (1) met with Company or had a conversation with Company either in person or by telephone or other means of communication regarding the Offering; or (2) were provided a copy of the Memorandum based upon expressing an interest in the Offering. Brookline will provide Company with a list of the persons described in Section 4(g)(y) above within 30 days following the termination of this Agreement.

(h) With the exception of those found on Exhibit A attached hereto to which no Tail Agent’s Warrants shall be due to Brookline, as additional compensation, Company shall issue warrants (the “ Tail Agent’s Warrants ”) to Brookline or its designees to purchase an aggregate number of shares of common stock of Company (or other equity securities of Company mutually agreeable to the parties) equal to 7% of the aggregate number of shares of New Securities sold in a Subsequent Offering (or, if applicable, equity securities into which such New Securities would convert upon at the elective or any similar type of conversion price set forth in such New Securities) to Brookline Investors during the Tail Period. The Tail Agent’s Warrants issued to Brookline will have an exercise price equal to the greater of: (i) a 10% premium to the per share purchase price or (ii) the exercise price of warrants issued in such offering. Such warrants shall be exercisable immediately after the date of issuance. Further, the Tail Agent’s Warrants will expire 5 years after the date of issuance, be freely transferable subject to applicable laws, and include cashless exercise, and other customary provisions reasonably acceptable to the parties. Company will have no right to redeem the Tail Agent’s Warrants. The Tail Agent’s Warrants will not have demand, piggy-back or other registration rights.

(i) In connection with Brookline executing this Agreement and agreeing to act as placement agent in connection with the proposed Offering, Company hereby grants Brookline a right of first offer to negotiate with the Company regarding whether, and on what terms, Brookline would act at least as Company’s joint bookrunner or co-placement agent with respect to any public or private offering by Company of its equity or debt securities or a co-advisor on a sale of the Company (a “Subject Transaction”) within the period beginning on the date of this Agreement and ending 12-months following the termination of this Agreement. Any such engagement shall be upon terms and for fees that are mutually acceptable to the Company and Brookline. If the parties do not reach agreement on such terms and fees within five (5) days after the Company delivers written notice of the Company’s intention to pursue Subject Transaction, then the Company may engage such other person or firm, on such terms and for such compensation, as are acceptable to the Company in its sole discretion and thereafter Brookline shall not have any further rights under this Section 4(i).

5. Subscription and Closing Procedures .

(a) Each prospective investor will be required to complete and execute signature pages to the Offering Documents, which will be forwarded or delivered to Brookline at the offices of Brookline at the address set forth in Section 14 hereof setting forth the amount of Securities desired to be purchased. The funds in the full amount of the purchase price for the Securities desired to be purchased will be transmitted by wire transfer directly to the Escrow Agent (as defined below).

(b) All funds for subscriptions to purchase Securities from prospective investors will be transmitted directly by such prospective investor to the Escrow Agent and deposited in a non-interest bearing escrow account (the “ Escrow Account ”) established for such purpose with ServisFirst Bank or another agent mutually acceptable to the parties (the “ Escrow Agent ”). All such funds for subscriptions will be held in the Escrow Account pursuant to the terms of an escrow agreement between Company, Brookline and the Escrow Agent, which will be in form and substance reasonably satisfactory to the parties thereto. Company will pay all fees related to the establishment and maintenance of the Escrow Account, regardless of whether a Closing occurs. Company shall have the sole right to accept or reject subscriptions for the purchase of Securities, and Brookline shall have no power or authority to bind Company. Company shall provide Brookline copies of executed Offering Documents with respect to the purchase of Securities by prospective investors. Notwithstanding any provision of this Agreement to the contrary, Company shall be under no obligation to consummate the Offering.

(c) If subscriptions from prospective investors have been accepted prior to the Termination Date, the funds therefor have been collected by the Escrow Agent and all of the conditions set forth elsewhere in this Agreement and in the Offering Documents have been fulfilled (other than such conditions as are required to be fulfilled at Closing), a closing on the prospective investors’ subscriptions (the “ Closing ”) shall occur on such date as is mutually agreed by Company and Brookline (such date, the “ Closing Date ”). The Escrow Agent shall follow the written instructions submitted by Company and Brookline and disburse the funds simultaneously to the payees by wire transfer at the time of Closing. Delivery of payment for the accepted prospective investors’ subscriptions from the funds held in the Escrow Account will be made by wire transfer from the Escrow Agent to Company at Closing against delivery by Company of the Securities, which wire transfer shall be net of amounts due to Brookline, Brookline’s counsel, if Brookline so directs, and Company’s counsel, if Company so directs, and the Escrow Agent, if any.

(d) If all of the conditions set forth in the Memorandum have not been fulfilled on or before the Termination Date for any reason (other than such conditions as are required to be fulfilled at Closing), the Offering will be terminated, no Securities will be sold, and the Escrow Agent will, at the request of Brookline, cause all monies received from prospective investors that subscribed for the Securities to be promptly returned to such investors without interest or offset.

(e) The conditions set forth in the Memorandum that must be satisfied (or otherwise waived) for a Closing to occur must be reasonably satisfactory to Brookline.

6. Further Covenants . Company hereby covenants and agrees that:

(a) If, at any time prior to the Closing, any event shall occur as a result of which, in the reasonable judgment of Company or Brookline (or counsel thereto), (i) the Offering Documents would include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) it would be necessary to amend or supplement the Offering Documents so that the representations and warranties herein remain true in all material respects or to comply with Regulation D or any other applicable securities laws or regulations, Company or Brookline, as applicable, will promptly notify the other party and Company shall, at its sole cost, prepare and furnish to Brookline copies of appropriate amendments and/or supplements in such quantities as Brookline may reasonably request. Company will not at any time, whether before or after the Closing, prepare or use any amendment or supplement to the Offering Documents of which Brookline will not previously have been advised and furnished with a copy, or to which Brookline or its counsel will have reasonably objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Act, the Regulations and other applicable securities laws, rules and regulations. As soon as Company is advised thereof, Company will advise Brookline and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Offering Documents, or the suspension of the qualification or registration of the Securities or shares of common stock of Company underlying the Securities for offering or the suspension of any exemption for such qualification or registration of the Securities underlying the Securities for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and Company will use its commercially reasonable efforts to prevent the issuance of any such order, judgment or decree and, if issued, to endeavor to obtain as soon as reasonably possible the lifting thereof.

(b) Company shall comply with the Act, the Regulations, the 1934 Act, and the rules and regulations thereunder, all applicable federal, state and foreign securities laws and the rules and regulations thereunder in the states in which the Securities are to be offered and in which Company’s counsel has advised Brookline that the Securities are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Securities, and will file with the SEC, and shall promptly thereafter forward to Brookline, any and all reports on Form D and other securities filings as are required. Company shall take all reasonable steps to assist Brookline in complying with FINRA Rule 5123 and Regulation M, provided that compliance with FINRA Rule 5123 and Regulation M shall be Brookline’s responsibility.

(c) Company shall use its reasonable best efforts to qualify the Securities for sale (or seek exemption therefrom) under the state securities or Blue Sky laws of such jurisdictions in the United States as may be mutually agreed to by Company and Brookline, and Company will (through its counsel) make such applications and furnish information as may be required for such purposes, provided that in no event shall Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general service of process in any jurisdiction where it is not now subject, and provided further that Company shall not be required to produce any new disclosure document other than the Memorandum. Company will, from time to time, prepare and file such statements and reports as are or may be required to continue such qualifications in effect for so long a period as Brookline may reasonably request.

(d) To the extent required by applicable law or its governance documents, Company shall place a legend on the certificates representing the Securities issued to investors stating that the securities evidenced thereby have not been registered under the Act or applicable state securities laws and setting forth or referring to the applicable restrictions on transferability and sale of such securities under the Act and applicable state laws.

(e) Company shall apply the net proceeds from the sale of the Securities for the purposes described in the Memorandum.

(f) Whether or not the transactions contemplated hereby are consummated, or this Agreement is terminated, as partial consideration to Brookline for the performance of its services hereunder, Company hereby agrees to pay all reasonable fees, costs and expenses incident hereto and to the Offering, including, without limitation, those in connection with: (i) preparing, printing, duplicating, filing, distributing and binding the Memorandum and any and all amendments and/or supplements thereto and any and all agreements, contracts and other documents related hereto and thereto; (ii) the creation, authorization, issuance, transfer and delivery of the Securities, including, without limitation, fees and expenses of any transfer agent or registrar; (iii) all fees and expenses of legal, accounting and other advisers to Company; (iv) the registration, qualification or exemption of the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions pursuant to Section 6(c); (v) the fees and expenses of the Escrow Agent; (vi) all reasonable travel, long-distance telephone call, photocopying, courier and related other out-of-pocket expenses incurred by Brookline in connection with this Agreement, including the reasonable fees and expenses of Brookline’s counsel, all of which fees, costs and expenses shall be reasonably documented by Brookline in an invoice submitted by Brookline to Company; provided, however, that in no event shall Company be obligated to pay any fees and expenses described in this clause (vi) in excess of $35,000 in the aggregate without Company’s written consent; provided, further, that the foregoing limitation on fees and expenses shall in no way affect the obligations of Company with respect to the indemnification provisions set forth in Section 9. All fees and expenses described in this clause (vi) shall be payable to Brookline by Company within 30 days after Company’s receipt of an invoice from Brookline from time to time for such for such fees and expenses.

7. Conditions to Closing . At or before the Closing, the parties agree that the following conditions shall be satisfied (or mutually waived in writing by the parties):

(a) Each of the representations and warranties of Company in this Agreement shall be true and correct in all material respects, other than representations and warranties that contain materiality or knowledge standards or qualifications (which representations and warranties shall be true and correct in all respects) on the date hereof and on and as of the Closing Date as though made on and as of the Closing Date.

(b) Company shall have performed and complied in all material respects with all agreements, covenants and conditions required to be performed and complied with by Company under the Offering Documents at or before the Closing.

(c) No order suspending the use of the Memorandum or enjoining the offering or sale of the Securities shall have been issued, and no proceedings for that purpose or a similar purpose shall have been initiated and pending, or, to Company’s knowledge, are contemplated or threatened.

(d) The Chief Executive Officer of Company shall have duly executed and delivered a certificate to Brookline certifying on behalf of Company that: (i) there have been no undisclosed material and adverse changes in the business condition (financial or otherwise) of Company from the date of the latest financial statements included in the SEC Reports and (ii) the conditions set forth in subparagraphs (a), (b), (c) and (g) in this Section 7 have been fulfilled.

(e) Company shall have paid all fees, costs and expenses due pursuant to this Agreement, including, without limitation, those set forth in Sections 4 and 6(f) of this Agreement.

(f) All proceedings taken at or prior to the Closing in connection with the authorization, issuance and sale of the Securities will be reasonably satisfactory in form and substance to Brookline and its counsel, and such counsel shall have been furnished with all such documents, certificates and opinions as they may reasonably request upon reasonable prior notice in connection with the transactions contemplated hereby.

(g) All shares of common stock of the Company which may be issued at or following the Closing upon exercise of any warrants and the Agent’s Warrants will be upon issuance, validly issued and fully-paid and non-assessable.

(h) Brookline shall have completed, to Brookline’s reasonable satisfaction, its due diligence review of Company and Company shall have fulfilled such other conditions and requirements as Brookline may, in its sole discretion, reasonably request from time to time.

8. Mutual Condition . The obligations of Brookline and Company hereunder are subject to the execution by the investors of the Offering Documents in form and substance reasonably acceptable to Brookline and Company.

9. Indemnification .

(a) Company will: (i) indemnify and hold harmless Brookline, its selected dealers and each of Brookline’s and its selected dealers’ officers, directors, employees and each person, if any, who controls Brookline within the meaning of the Act (each an “ Indemnitee ”) against, and pay or reimburse each Indemnitee for, any and all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect thereof), joint or several (which will, for all purposes of this Agreement, include, but not be limited to, all reasonable costs of defense and investigation and all reasonable attorneys’ fees, including appeals), to which any Indemnitee may become subject, under the Act or otherwise, in connection with the offer and sale of the Securities; and (ii) reimburse each Indemnitee for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, action, proceeding or investigation; provided, however, that Company will not be liable in any such case to the extent that any such claim, damage or liability results from: (A) an untrue statement or alleged untrue statement of a material fact made in the Offering Documents, or an omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in reliance upon and in conformity with written information furnished to Company by Brookline or any such controlling persons specifically for use in the preparation thereof; (B) any violations by Brookline of applicable law, including but not limited to the Act or state securities laws, which does not result from a violation thereof or a breach hereof by Company or any of its affiliates; or (C) any intentional misrepresentation by, or gross negligence, willful misconduct or bad faith of, Brookline. In addition to the foregoing agreement to indemnify and reimburse, Company will indemnify and hold harmless each Indemnitee against any and all losses, claims, damages, liabilities or expenses whatsoever (or actions or proceedings or investigations in respect thereof), joint or several (which shall for all purposes of this Agreement, include, but not be limited to, all costs of defense and investigation and all reasonable attorneys’ fees, including appeals) to which any Indemnitee may become subject insofar as such costs, expenses, losses, claims, damages or liabilities arise out of or are based upon the claim of any person or entity that he or it is entitled to broker’s or finder’s fees from any Indemnitee in connection with the Offering as a result of arrangements made by Company.

(b) Promptly after receipt by an Indemnitee under this Section 9 of notice of the commencement of any action, claim, proceeding or investigation (“ Action ”), such Indemnitee, if a claim in respect thereof is to be made against Company under this Section 9, will notify Company of the commencement thereof, but the omission to so notify Company will not relieve it from any liability which it may have to any Indemnitee under this Section 9 unless Company has been substantially prejudiced by such omission. Company will be entitled to participate in, and, to the extent that Company may wish, jointly with any other indemnifying party, to assume the defense thereof subject to the provisions herein stated, with counsel reasonably satisfactory to such Indemnitee. The Indemnitee will have the right to employ separate counsel in any such Action and to participate in the defense thereof, but the fees and expenses of such counsel will not be at the expense of Company if Company has assumed the defense of the Action with counsel reasonably satisfactory to the Indemnitee; provided, however, that if the Indemnitee shall be requested by Company to participate in the defense thereof or shall have concluded in good faith and specifically notified Company either that there may be specific defenses available to the Indemnitee which are different from or additional to those available to Company or that such Action involves or could have a material adverse effect upon the Indemnitee with respect to matters beyond the scope of the indemnity agreements contained in this Agreement, then the counsel representing the Indemnitee, to the extent made necessary by such defenses, shall have the right to direct such defenses of such Action on the Indemnitee’s behalf and in such case the reasonable fees and expenses of such counsel in connection with any such participation or defenses shall be paid by Company. No settlement of any Action against an Indemnitee will be made without the consent of Company and the Indemnitee, which consent shall not be unreasonably withheld or delayed in light of all factors of importance to such party, and Company shall not be liable to indemnify any person for any settlement of any such claim effected without Company’s consent.

10. Term and Termination .

(a) This Agreement, and Brookline’s engagement hereunder, shall automatically terminate on the day immediately following the Termination Date. In addition, this Agreement may be terminated at any time upon at least 10 days’ written notice of termination by either party to the other party.

(b) This Agreement may be terminated by Brookline at any time in the event that: (i) any of the representations or warranties of Company contained herein or in the Offering Documents shall have been false or misleading in any material respect when actually made; (ii) Company shall have failed to perform any of its material obligations hereunder; (iii) there shall occur any event within the control of Company that could materially adversely affect the transactions contemplated hereunder or the ability of Company to perform hereunder; or (iv) upon completion of its due diligence review of Company, Brookline shall not be reasonably satisfied.

(c) This Agreement may be terminated by Company at any time in the event that: (i) any of the representations or warranties of Brookline contained herein shall have been false or misleading in any material respect when actually made; or (ii) Brookline shall have failed to perform any of its material obligations hereunder.

(d) Before any termination by Brookline under Section 10(b) or by Company under Section 10(c) shall become effective, the terminating party shall give at least five days prior written notice to the other party of its intention to terminate this Agreement (the “ Termination Notice ”). The Termination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the transactions contemplated hereby, are curable, then the other party shall have five days from the Termination Notice within which to remove such grounds or to eliminate all of their material adverse effects on the transactions contemplated hereby; otherwise, this Agreement shall terminate.

(e) Termination of this Agreement, for whatever reason, shall not affect Brookline’s right to reimbursement under Section 6(f) for fees and expenses it incurred prior to termination, or Brookline’s right to payment of any accrued and unpaid Placement Agent’s Fee, Agent’s Warrants, Tail Placement Agent’s Fee and Tail Agent’s Warrants pursuant to Sections 4(d), (e), (g) and (h) as of termination or after the termination.

11. Limitation of Engagement . Company acknowledges that Brookline has been retained only by Company, that Brookline is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that Company’s engagement of Brookline is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, director, member, manager, owner or partner of Company or any other person not a party hereto as against Brookline or any of its affiliates, or any of its or their officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the 1934 Act), employees or agents, other than the indemnification provisions set forth in Section 9. Unless otherwise expressly agreed in writing by Brookline or as provided in Section 9, no one other than Company is authorized to rely upon this Agreement or any other statements or conduct of Brookline, and no one other than Company is intended to be a beneficiary of this Agreement. Company acknowledges that any recommendation or advice, written or oral, given by Brookline to Company in connection with this engagement is intended solely for the benefit and use of Company’s management and directors in considering a possible Offering, and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. Company, in its sole discretion, shall have the right to reject any investor introduced to Company by Brookline.

12. Limitation of Liability . Neither Brookline nor any of its affiliates or any of its or their officers, directors, controlling persons (within the meaning of Section 15 of the Act or Section 20 of the 1934 Act ), employees or agents shall have any liability to Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of Company (whether direct or indirect, in contract, tort, or otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to act by Brookline and that are finally determined by a court of competent jurisdiction to have resulted from: (i) any violation by Brookline of applicable law, including but not limited to the Act or state securities laws, which does not result from a violation thereof or a breach hereof by Company or any of its affiliates; or (ii) any intentional misrepresentation made by Brookline, or any willful misconduct or bad faith of Brookline. Notwithsanding the foregoing, in no event shall Brookline’s obligations hereunder exceed the fees payable to it hereunder, except where Brookline shall have been finally determined by a court of competent jurisdiction to have intentionally misrepresented a material fact or to have engaged in willful misconduct or bad faith.

13. Survival . Notwithstanding anything to the contrary contained herein, Sections 6 through 22 of this Agreement shall survive the termination of this Agreement, whether this Agreement is terminated pursuant to 10(a) above or otherwise. The respective indemnities, agreements, representations, warranties and other statements of Company and Brookline set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of, and regardless of any access to information by, Company or Brookline or any of their officers or directors or any controlling person thereof and will survive the sale of the Securities.

14. Notices . All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery, fax or email, if sent to Brookline, to Brookline Capital Markets, a division of CIM Securities , LLC, 509 Madison Avenue, Suite 1006, New York, New York 10022, Attn: William B. Buchanan, Jr., email: bill.buchanan@brooklinecapitalmarkets.com, with a copy to: TBD, email: TBD, and, if sent to Company, to QBIO Attn: Denis Corin, Chief Executive Officer , fax number 212-826-9307, email:dcorin@qbiomed.com, with a copy to William S. Rosenstadt, email: wsr@ortolirosenstadt.com. Notices sent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemed received on the date of the relevant written record of receipt, notices delivered by fax shall be deemed received as of the date and time printed thereon by the fax machine and notices sent by email shall be deemed received as of the date and time of receipt indicated on the recipient’s email message.

15. Confidentiality . Brookline hereby agrees with Company: (i) to maintain in confidence any non-public information disclosed to Brookline with respect to Company; (ii) to use such information only in connection with the provision of services to Company hereunder; and (iii) to comply with applicable securities laws with respect to such information. Brookline agrees to keep confidential during the Term, and for five years after any termination of this Agreement, all non-public information provided to it by Company or its advisors, except as required by law, pursuant to an order of a court of competent jurisdiction or the request of a regulatory authority having jurisdiction over Brookline (a “ Regulatory Request ”), or as contemplated by the terms of this Agreement, provided Brookline shall, if permitted by law, give notice to Company of the requirement, order or Regulatory Request to furnish the non-public information (other than a Regulatory Request made in the ordinary course and not specific to the non-public information). Notwithstanding any provision herein to the contrary, Brookline may disclose non-public information to its affiliates, agents and advisors whenever it determines that such disclosure is necessary to provide the services contemplated hereunder, provided that it advises such persons of the obligation to maintain the confidentiality of such information and remains liable under this Agreement for any breach of confidentiality by such affiliates, agents and advisors. Notwithstanding any provision herein to the contrary, this Section shall not bar disclosure of, and Brookline and its representatives or agents may disclose, without limitation of any kind, any information with respect to the “tax treatment” and “tax structure” (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the Offering and related transactions and all materials of any kind (including opinions or other tax analyses) that are provided to Brookline or Company or such representatives or agents relating to such tax treatment and tax structure, provided that with respect to any document or similar item, this sentence shall only apply to such portions of the document or similar item that relate to the tax treatment or tax structure of the transactions.

16. Choice of Law; Assignment; Waiver of Trial by Jury . This Agreement (and all controversies which may arise between the parties related to or arising from this Agreement) is governed by the laws of the State of New York, without regard to conflicts of law principles. The parties agree that the exclusive venue for disputes under this Agreement shall be the state and federal courts located in New York County, New York. This Agreement will be binding upon and inure to the benefit of each of the parties and their respective successors and assigns. This Agreement may not be assigned by any party hereto without the prior written consent of the other party hereto. The parties agree to waive trial by jury in any action, proceeding or counterclaim brought by or on behalf of any party with respect to any matter whatsoever relating to or arising from this Agreement, the engagement of Brookline hereunder or the Offering. The prevailing party in any legal proceeding between the parties hereto shall be entitled to collect any costs, disbursements and reasonable attorney’s fees from the other party.

17. Miscellaneous .

(a) No provision of this Agreement may be changed or terminated except by a writing signed by the party or parties to be charged therewith. Unless expressly so provided, no party to this Agreement will be liable for the performance of any other party’s obligations hereunder.

(b) Any party hereto may waive compliance by the other with any of the terms, provisions and conditions set forth herein; provided , however , that any such waiver shall be in writing specifically setting forth those provisions waived thereby. No such waiver shall be deemed to constitute or imply waiver of any other term, provision or condition of this Agreement.

(c) If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect.

(d) Each party shall, without payment of any additional consideration by any other party, at any time on or after the date of any Closings take such further action and execute such other and further documents and instruments as the other party may reasonably request in order to provide the other party with the benefits of this Agreement.

(e) The parties to this Agreement each hereby confirm that they will cooperate with each other to the extent that it may become necessary to enter into any revisions or amendments to this Agreement in the future to conform to any federal or state regulations.

18. Entire Agreement . This Agreement supersedes all prior agreements, written or oral, between the parties with respect to the subject matter hereof.

19. Counterparts . This Agreement may be executed in multiple counterparts, each of which may be executed by fewer than all of the parties and shall be deemed to be an original instrument which shall be enforceable against the parties actually executing such counterparts and all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile transmission or in pdf format shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or in pdf format shall be deemed to be their original signatures for all purposes.

20. Advertising . Brookline may, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic version) describing its services to Company, provided the Offering already has been consummated and publicly announced by Company ; and (b) use Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning Brookline’s services to Company in connection with the Offering, provided that Brookline shall first submit a copy of any such advertising or related promotional materials to Company for its prior approval, which approval shall not be unreasonably withheld or delayed.

21. Successor Company . If Company merges into, is acquired by, or otherwise transfers a majority of its outstanding capital stock and/or assets to, any other legal entity (the “ New Holding Company ”), then the New Holding Company shall immediately be a party to this Agreement and assume all obligations of Company under this Agreement.

22. Severability . The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision of this Agreement will not and shall not be deemed to affect the validity or enforceability of any other provision hereof. In the event any provision of this Agreement is held to be invalid or unenforceable, the parties hereto (i) agree that the remaining provisions hereof shall be deemed to be in full force and effect as if such provisions had been executed by each of the parties hereto subsequent to the expunging of the invalid and unenforceable provision, and (ii) shall negotiate in good faith to modify this Agreement to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return this Agreement, whereupon it will become a binding agreement between Company and Brookline in accordance with its terms.

Very truly yours,

Q BIOMED, INC.

By: /s/ Denis Corin _____________________________

Denis Corin

Chief Executive Officer

Accepted and agreed to this June 4, 2017:

BROOKLINE CAPITAL MARKETS,

a division of CIM Securities, LLC

By: /s/ William B. Buchanan, Jr.

William B. Buchanan, Jr.

Managing Director

Exhibit A to Brookline Placement Agency Agreement

1) Current Shareholders of Company

2) Eastern Capital Ltd and any affiliates thereof

3) Any entities or affiliates thereof with offices at 501 Madison Avenue – 14 ^th Floor, New York, NY 10022

Exhibit 99.1

Q BIOMED INC. CLOSES $3,050,390 EQUITY FINANCING

Funding Provides Capital to Meet Near Term Milestones and Catalysts

Q BioMed Inc. (QBIO) is pleased to announce the closing of a $3,050,390 equity financing. The financing with a small group of accredited investors provides the necessary capital to meet near term milestones and catalysts in its most advanced product portfolio assets, including the commercialization of Strontium Chloride 89, multiple IND enabling studies, CMC manufacturing and at least one IND filing.

Pursuant to the securities purchase agreement, accredited investors received 953,247 units with each unit consisting of one share of our common stock priced at $3.20 and a five-year warrant to purchase one additional share of our common stock at $4.50.

Denis Corin, CEO of Q BioMed Inc., said, “This capital provides the runway we need to meet some significant milestones over the next few months. We are eagerly anticipating Sr89 commercial production, which is in final QC and validation. Also the pre-IND work on QBM001 for the treatment of young children with a rare autistic spectrum disorder causing them to lose the ability to speak, is expected to be complete and a submission to the regulators for IND is expected before year end.”

Brookline Capital markets, a division of CIM Securities, LLC acted as the exclusive placement agent for the offering.

For more information, please refer to our Form 8K filed today.

Please visit our website http://www.qbiomed.com and follow us on social media @QBioMed to stay updated on our progress.

About Q BioMed, Inc.

Q BioMed, Inc., (Q) is a biomedical acceleration and development company. We are focused on licensing and acquiring biomedical assets across the healthcare spectrum. Q is dedicated to providing these target assets the strategic resources, developmental support and expansion capital they need to ensure they meet their developmental potential, enabling them to provide products to patients in need.

Forward-Looking Statements:

This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated are: risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Contact:

Denis Corin

CEO, Q BioMed Inc.

+1-888-357-2435