POLARITYTE, INC. (Form: 8-K, Received: 03/07/2018 09:13:48)

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

Date of Report (Date of earliest event reported): March 6, 2018

POLARITYTE, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51128

06-1529524

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1960 S 4250 W

Salt Lake City, UT 84104

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (732) 225-8910

615 Arapeen Drive, Salt Lake City, UT 84108

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing 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.

Exchange Agreements

On March 6, 2018, PolarityTE, Inc., a Delaware corporation (the “Company”) entered into separate exchange agreements (the “Exchange Agreements”) with holders (each a “Holder”, and collectively the “Holders”) of 100% of the Company’s outstanding 6% Series F Convertible Preferred Stock (the “Series F Preferred Stock”), the Company’s warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) issued in connection with the Series F Preferred Stock (such “Warrants” and, together with the Series F Preferred Stock, the “Exchange Securities”) and unpaid dividends on Series F Preferred Stock, for Common Stock (the “Exchange”). The closing of the Exchange is contingent upon receipt by the Company of conversion notices from holders of all of the outstanding shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”), Series B Convertible Preferred Stock (the “Series B Preferred Stock”) and Series E Convertible Preferred Stock (the “Series E Preferred Stock”). The Series E Preferred Stock is held by Dr. Denver Lough, the Company’s Chief Executive Officer.

Pursuant to the Exchange Agreements, all Holders entered into Exchange Agreements with the Company on March 6, 2018. As part of the Exchange, the Holders also relinquished any and all other rights related to the issuance of the Exchange Securities, the respective governing agreements and certificates of designation, including any related dividends, registration rights, adjustment of conversion and exercise price, and repayment option. Upon closing of the Exchange, the Company will file a Certificate of Elimination with the Secretary of State of the State of Delaware terminating the Company’s Series A, Series B, Series C, Series D, Series E and Series F Preferred Stock and thereafter no shares of Company preferred stock will remain outstanding and all rights under the Series F Preferred Stock to price adjustment in the event of future issuances will be terminated.

The Exchange will result in the following issuances: (A) all outstanding shares of Series F Preferred Stock will be converted into shares of restricted Common Stock at an effective conversion price of $18.26 per share of Common Stock (the closing price of Common Stock on the NASDAQ Capital Market on February 26, 2018); (B) the right to receive 6% dividends underlying Series F Preferred Stock will be terminated and in exchange 31,324 shares of restricted Common Stock will be issued; (C) 322,727 Warrants to purchase Common Stock will be exchanged for 151,872 shares of restricted Common Stock; and (D) the Holders of the Warrants will relinquish any and all other rights pursuant to the Warrants, including exercise price adjustments.

In connection with the Exchange GRQ Consultants, Inc. and several other parties to the Exchange Agreements granted an irrevocable proxy to Dr. Denver Lough, the Company’s Chief Executive Officer, to vote 797,296 shares of Common Stock at any time a vote of the stockholders of the Company is held. Prior to the Exchange, Dr. Denver Lough held 7,050,000 shares of Series E Preferred Stock of the Company entitled to 2 votes per share. Following the Exchange Dr. Denver Lough will hold 7,050,000 shares of Common Stock exchanged for Series E Preferred Stock entitled to 1 vote per share. In addition to a total of 7.8 million shares beneficially owned (as such term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by Dr. Denver Lough, he will thereby have the right to vote following the Exchange a total of 8,592,296 shares of Common Stock on any matter on which a vote of the stockholders of the Company is required, or approximately 50% of the issued and outstanding shares of Common Stock.

No commission or other payment was received by the Company in connection with the Exchange Agreements. Such exchanges were conducted pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended (as amended, the “Securities Act”), and the shares of Common Stock issuable pursuant to the Exchange Agreements have been, or will be, upon settlement, issued in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. A copy of the form of Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K, and the foregoing description of the Exchange Agreements is subject to, and qualified in its entirety by, the full text of the form of Exchange Agreements which is incorporated herein by reference.

Termination of Subscription Agreements and Related Documents

As disclosed in the Company’s Current Report on Form 8-K filed on September 20, 2017, the Company entered into separate subscription agreements (the “Subscription Agreements”) on September 14, 2017 and September 18, 2017, with accredited investors (the “Series F Purchasers”), pursuant to which the Company issued and sold the Exchange Securities to the Series F Purchasers. The Series F Preferred Stock was issued pursuant to a Certificate of Designations, Preferences and Rights of the 6% Series F Convertible Preferred Stock (the “Series F Certificate of Designation”) filed with the Secretary of State of the State of Delaware on September 20, 2017. In connection with the Subscription Agreements, the Company also entered into Registration Rights Agreements with the Series F Purchasers (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission covering resales of shares of the Company’s Common Stock issuable upon exercise of the Warrants and issuable upon conversion of the Series F Preferred Stock. The full text of the Subscription Agreements, Registration Rights Agreements and Series F Certificate of Designations is attached as Exhibit 10.1, Exhibit 10.2 and Exhibit 3.1, respectively, to the Company’s Current Report on Form 8-K filed on September 20, 2017 and incorporated herein by reference.

Pursuant to the terms of the Exchange Agreements, the Subscription Agreement, the Registration Rights Agreement, the Series F Certificate of Designations (including the annual 6% dividend provided for therein) and the Warrants were terminated, and all rights covenants, agreements and obligations contained therein, were waived and are of no further force or effect.

Registration Rights Agreement

On March 6, 2018, the Company entered into a new registration rights agreement (the “Lough Registration Rights Agreement”) with Dr. Denver Lough, pursuant to which the Company agreed to file a registration statement to register the resale of 7,050,000 shares of Common Stock to be issued upon conversion of the Series E Preferred Stock within six months, to cause such registration statement to be declared effective by the Securities and Exchange Commission as promptly as possible following its filing and, with certain exceptions set forth in the Lough Registration Rights Agreement, to maintain the effectiveness of the registration statement until all of such shares have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act without restriction. Any sales of shares under the registration statement are subject to certain limitations as specified with more particularity in the Lough Registration Rights Agreement.

A copy of the Lough Registration Rights Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K, and the foregoing description of the Lough Registration Rights Agreement is subject to, and qualified in its entirety by, the full text of the form of Lough Registration Rights Agreement which is incorporated herein by reference.

Termination of Stockholders Agreement

As disclosed in the Company’s Current Report on Form 8-K filed on December 7, 2016, on December 1, 2016, the Company, Dr. Denver Lough and Dr. Edward Swanson (together, the “Restricted Stockholders”), entered into a Stockholders Agreement (the “Stockholders Agreement”) with Mr. Barry Honig, the former Co-Chairman and Chief Executive Officer of the Company who resigned December 1, 2016, in connection with the appointment of the Restricted Stockholders to the positions of Chief Executive Officer and Chief Operating Officer, respectively, of the Company, and the purchase from Dr. Denver Lough of PolarityTE, Inc. a Nevada corporation, from Dr. Denver Lough. In connection with the Exchange, the Stockholders Agreement will terminate pursuant to the terms of a Termination Agreement (the “Termination Agreement”) including various “come along” “tag along” rights, and the right to purchase from the Restricted Stockholders all of their shares upon the occurrence of certain events, including upon termination of employment by the Restricted Stockholders, at the fair market value thereof.

The full text of the Stockholders Agreement is attached as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 7, 2016 and incorporated herein by reference.

A copy of the Termination Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K, and the foregoing description of the Termination Agreement is subject to, and qualified in its entirety by, the full text of the form of Termination Agreement which is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

On March 6, 2018, in accordance with the closing conditions of the Exchange Agreements, the Company received conversion notices from Dr. Denver Lough, the holder of 100% of the outstanding shares of the Company’s Series E Preferred Stock. An aggregate of 7,050 shares of Series E Preferred Stock were converted into an aggregate of 7,050,000 shares of Common Stock.

The securities referenced in Item 1.01 and Item 3.02 above were issued in reliance on the exemption from registration afforded by Rule 506 of Regulation D and/or Section 3(a)(9) or Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering.

Item 3.03 Material Modifications to Rights of Security Holders.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The disclosures in Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

On March 7, 2018, following the completion of the exchange of Common Stock for the Exchange Securities, including all outstanding shares of Series F Preferred Stock, and conversion of the outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, the Company filed with the Secretary of State of the State of Delaware a Certificate of Elimination eliminating from its Restated Certificate of Incorporation the designation of shares of its preferred stock as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock Series E Preferred Stock and Series F Preferred Stock. As a result, all shares of preferred stock previously designated as Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock were eliminated and returned to the status of authorized but unissued shares of preferred stock, without designation.

The foregoing description of the Certificate of Elimination is not complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is filed as Exhibit 3.1, to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Elimination
10.1		Form of Exchange Agreement (including proxy)
10.2		Lough Registration Rights Agreement
10.3		Termination Agreement

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.

	POLARITYTE, INC.

Dated: March 7, 2018	/s/ John Stetson
	John Stetson
	Chief Financial Officer

CERTIFICATE OF ELIMINATION

SERIES A CONVERTIBLE PREFERRED STOCK,

SERIES B CONVERTIBLE PREFERRED STOCK,

SERIES C CONVERTIBLE PREFERRED STOCK,

SERIES D CONVERTIBLE PREFERRED STOCK,

SERIES E CONVERTIBLE PREFERRED STOCK,

AND

SERIES F CONVERTIBLE PREFERRED STOCK,

POLARITYTE, INC.

(Pursuant to Section 151 (g) of the Delaware General Corporation Law)

POLARITYTE, INC. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:

FIRST: The date on which the Corporation’s Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware in May 8, 1998.

SECOND: The Corporation filed on December 17, 2014, with the Secretary of State of the State of Delaware a Certificate of Designation for Series A Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series A Convertible Preferred Stock (“Series A Preferred Stock”) and designating 8,830,000 shares as Series A Preferred Stock.

THIRD: The Corporation filed on April 30, 2015, with the Secretary of State of the State of Delaware a Certificate of Designation for Series B Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series B Convertible Preferred Stock (“Series B Preferred Stock”) and designating 54,250 shares as Series B Preferred Stock.

FOURTH: The Corporation filed on June 9, 2015, with the Secretary of State of the State of Delaware a Certificate of Designation for Series C Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series C Convertible Preferred Stock (“Series C Preferred Stock”) and designating 2,000 shares as Series C Preferred Stock.

FIFTH: The Corporation filed on October 1, 2015, with the Secretary of State of the State of Delaware a Certificate of Designation for Series D Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series D Convertible Preferred Stock (“Series D Preferred Stock”) and designating 170,000 shares as Series D Preferred Stock.

SIXTH: The Corporation filed on April 5, 2017, with the Secretary of State of the State of Delaware a Certificate of Designation for Series E Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series E Convertible Preferred Stock (“Series H Preferred Stock”) and designating 7,050 shares as Series E Preferred Stock.

SEVENTH: The Corporation filed on September 20, 2017, with the Secretary of State of the State of Delaware a Certificate of Designation for Series F Convertible Preferred Stock designating the rights, preferences and privileges of the Corporation’s Series F Convertible Preferred Stock (“Series H Preferred Stock”) and designating 6,455 shares as Series F Preferred Stock.

EIGHTH: The Board of Directors of the Corporation, acting in accordance with the provisions of DGCL, has adopted the following resolutions:

NOW, THEREFORE, BE IT

RESOLVED, that none of the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are outstanding and none of the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will be issued subject to each respective Certificate of Designation; and

RESOLVED, that all matters set forth in the Certificates of Designations with respect to Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock be eliminated from the Corporation’s Certificate of Incorporation, as amended; and

RESOLVED, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute this Certificate of Elimination and to file this Certificate of Elimination with the Secretary of State of the State of Delaware pursuant to Section 151(g) of the DGCL and when such Certificate of Elimination becomes effective, all references to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Certificate of Incorporation, as amended, shall be eliminated and the authorized shares of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation, without designation as to series.

NINTH : Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock in the Corporation’s Certificate of Incorporation, as amended, are hereby eliminated, and the authorized shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Denver Lough, its Chief Executive Officer this 7th day of March, 2018.

		/s/ Denver Lough
	By:	Denver Lough
		Chief Executive Officer

EXCHANGE AGREEMENT

This EXCHANGE AGREEMENT (the “Agreement”), dated as of [__], 2018, is made by and between PolarityTE, Inc., a Delaware corporation (“Company”), and the holder of securities of the Company signatory hereto (“Holder”).

WHEREAS, pursuant to that certain Subscription Agreement (the “Subscription Agreement”), by and between the Company and the Holder, the Holder, on or around September 20, 2017, purchased from the Company units of the Company’s securities (the “Units”) with each Unit consisting of one share of the Company’s 6% Series F Convertible Preferred Stock (the “Preferred Shares”) and a two year warrant (the “Warrants”) to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”);

WHEREAS, the Holder holds such number of Preferred Shares and Warrants as indicated opposite such Holder’s name under the columns, “Number of Shares of Series F Preferred Stock Held ” and “Number of Warrants Held,” respectively, as set forth on Schedule A annexed hereto;

WHEREAS, the Holder is entitled to an annual 6% dividend (the “Dividends”) in accordance with the Certificate of Designations, Preferences and Rights of the Preferred Shares as filed with the Secretary of State of the State of Delaware on September 20, 2017 (the “Certificate of Designations”);

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Company desires to exchange with the Holder, and the Holder desires to exchange with the Company, the Preferred Shares into shares of Common Stock;

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 3(a)(9) of the Securities Act, the Company desires to exchange with the Holder, and the Holder desires to exchange with the Company, the Warrants for shares of the Company’s Common Stock;

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the Certificate of Designations, the Company desires to cancel the Certificate of Designations and retire the Preferred Shares, and the Holder desires to approve the cancellation including waiver of any and all unpaid and to be paid Dividends; and

WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company and the Holder desire to terminate the Subscription Agreement and the Registration Rights Agreement (as defined below), including the waiver of any and all rights and obligations of each party thereunder;

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and Holder agree as follows:

1. Terms of the Preferred Stock Exchange . The Holder irrevocably agrees hereby, effective as of the Effective Date (as defined below), and without any further action on the part of the Holder, that the Preferred Shares shall be cancelled and in exchange and full satisfaction therefor, the Holder shall be issued such number of shares of Common Stock listed opposite such Holder’s name under the column, “PS Shares to be Issued,” as set forth on Schedule A annexed hereto (the “PS Shares”) pursuant to the terms and conditions of this Agreement.

2. Terms of the Warrant Exchange . The Company and Holder hereby irrevocably agree, effective as of the Effective Date, and without any further action on the part of the Holder, that the Warrants shall be cancelled and, in exchange and full satisfaction therefor, the Holder shall be issued such number of shares of Common Stock listed opposite such Holder’s name under the column, “Exchange Shares to be Issued,” as set forth on Schedule A annexed hereto (the “Exchange Shares”).

3. Waiver of Dividend . The Company and Holder hereby irrevocably agree, effective on of the Effective Date, and without any further action on the part of the Holder, to forever waive any obligation to pay or right to receive any past or future Dividends pursuant to the Certificate of Designations, and in consideration therefor, the Holder shall be issued such number of shares of Common Stock listed opposite such Holder’s name under the column, “Dividend Waiver Shares to be Issued,” as set forth on Schedule A annexed hereto (the “Dividend Waiver Shares” and, collectively with the Exchange Shares and the PS Shares, the “Securities”).

4. Waiver and Termination . (a) Effective as of the Effective Date, the Holder hereby waives any obligation the Company has under the Registration Rights Agreement, dated as of the date of the Subscription Agreement (the “Registration Rights Agreement”), including, without limitation, with respect to the registration of the shares of Common Stock issuable upon conversion of the Preferred Shares or upon exercise of the Warrants and the Holder hereby waives any and all damages, penalties and defaults related to the Company failing to file or have declared effective a registration statement by the United States Securities and Exchange Commission (the “Commission”). The Holder and the Company agree and acknowledge that the Registration Rights Agreement shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Registration Rights Agreement as of the Effective Date.

(b) Effective as of the date hereof, the Holder hereby waives any rights pursuant to Section 8 of the Certificate of Designations and agrees and acknowledges that the Certificate of Designations shall be cancelled as of the Effective Date and the Holder shall have no further rights under the Certificate of Designations as of the Effective Date.

(c) Effective as of the date hereof, the Holder hereby waives any rights pursuant to the Warrants, including, without limitation, Section 8 of the Warrants, and the Company and the Holder agree and acknowledge that the Warrants shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Warrants as of the Effective Date.

(d) Effective as of the date hereof, the Holder hereby waives any rights under the Subscription Agreement, and the Company and the Holder agree and acknowledge that the Subscription Agreement shall be cancelled as of the Effective Date and neither party shall have any further rights or obligations under the Subscription Agreement as of the Effective Date.

5. Closing . Upon satisfaction of the conditions set forth herein and upon receipt of all closing deliverables set forth in this Section 5, unless waived by the Company and the Holder, a closing (the date of such closing sometimes referred to herein as the “Closing Date” or the “Effective Date”) shall occur at the offices of King & Spalding LLP, 601 S. California Ave., Palo Alto, California 94304, or such other location as the parties shall mutually agree. On or before the Closing Date, Holder shall deliver to the Company (a) certificates representing the Holder’s Preferred Shares, and (b) Holder’s Warrants, and the Company shall deliver to Holder in book entry form the total number of shares of restricted Common Stock of the Company as set forth on Schedule A annexed hereto. Additionally, on or before the Closing Date, the Company shall have received (i) Other Agreements executed by 100% of the Other Holders (as such terms are defined below) and (ii) conversion notices from holders of 100% of the outstanding shares of the Company’s Series A Preferred Stock, Series B Preferred Stock and Series E Preferred Stock, duly executed by each such holder and evidencing each such holder’s irrevocable intention to convert its respective preferred stock into Common Stock pursuant to the terms of the applicable Certificate of Designations for each such series of preferred stock. On the Effective Date, any and all obligations of the Company to Holder under the Certificate of Designations or with respect to the Preferred Shares or the Warrants shall be fully satisfied, the certificates evidencing the Preferred Shares and Warrants shall be cancelled, the Certificate of Designations, the Subscription Agreement and the Registration Rights Agreement shall be terminated and of no further force or effect and Holder will have no remaining rights, powers, privileges, remedies or interests under the Subscription Agreement, the Certificate of Designations, the Preferred Shares, the Warrants or the Registration Rights Agreement.

6. Proxy . In consideration for the agreements of the parties hereto, the Holder hereby irrevocably grants to, and appoints, Dr. Denver Lough, as Holder’s proxy and attorney-in-fact, for and in the name, place and stead of Holder, (i) to attend any annual or special meeting of the Company’s stockholders, (ii) to cast any and all votes by written consent held in accordance with the Certificate of Incorporation and Bylaws of the Company if no record date or meeting is held on any matter or proposal presented to the stockholders for approval, (iii) to include the Securities in any computation for purposes of establishing a quorum at any such meeting and (iv) to vote all Securities, or grant or withhold a consent or approval in respect of the Securities, or issue instructions to the record holder of the Securities to do any of the foregoing, in connection with the foregoing. Holder authorizes such proxy and attorney-in-fact to substitute any other Person to act hereunder, to revoke any substitution and to file this proxy and any substitution or revocation with the Secretary of the Company. Holder hereby further affirms that the proxy set forth in this Section 6 is coupled with an interest and is intended to be irrevocable (and as such shall survive and shall not be affected by the death or incapacity of Holder, as applicable), subject, however, to its automatic termination upon the transfer, assignment, sale or other disposition, in whole or in part, voluntary or involuntary, of the Securities, by Holder, and shall not be terminated by operation of law or upon the occurrence of any other event other than such transfer, assignment, sale or other disposition or upon the agreement by Dr. Denver Lough to such termination.

7. Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any 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.

8. Representations and Warranties of the Holder . The Holder represents and warrants as of the date hereof and as of the closing to the Company as follows:

a. Authorization; Enforcement . The Holder has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement and any other documents or agreements entered into by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Holder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Holder and no further action is required by the Holder. This Agreement has been (or upon delivery will have been) duly executed by the Holder and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Holder enforceable against the Holder in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

b. Tax Advisors . The Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. With respect to such matters, the Holder relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

c. Information Regarding Holder . Holder is an “accredited investor”, as such term is defined in Rule 501 of Regulation D promulgated by the Commission under the Securities Act, is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of companies in private placements in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable the Holder to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. Holder has the authority and is duly and legally qualified to purchase and own the Securities. Holder is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

d. Legend . The Holder understands that the Securities have been issued pursuant to an exemption from registration or qualification under the Securities Act and applicable state securities laws, and except as set forth below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED, EXCEPT AS PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

e. Removal of Legends . Certificates evidencing Securities shall not be required to contain the legend set forth in Section 8(d) above or any other legend (i) while a registration statement covering the resale of such Securities is effective under the Securities Act, (ii) following any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), (iii) if such Securities are eligible to be sold, assigned or transferred under Rule 144 and the Holder is not an affiliate of the Company (provided that the Holder provides the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under Rule 144), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements of the Securities Act or (v) if such legend is not required under applicable requirements of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission). If a legend is not required pursuant to the foregoing, the Company shall no later than two (2) business days following the delivery by the Holder to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from the Holder as may be required above in this Section 8(e), as directed by the Holder, credit the aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities and the removal of any legends with respect to any Securities in accordance herewith, including, but not limited to, fees for the opinions of counsel rendered to the transfer agent in connection with the removal of any legends.

f. Restricted Securities . The Holder understands that: (i) the Securities have not been and are not being registered under the Securities Act or any state securities laws and, consequently, Purchaser may have to bear the risk of owning the Securities for an indefinite period of time because the Shares may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Holder shall have delivered to the Company (if requested by the Company) an opinion of counsel to the Holder, in form reasonably acceptable to the Company, 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, or (C) the Holder provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor rule thereto) (collectively, “Rule 144”); (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 Commission promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder.

g. Investment Representations . Holder is acquiring the Securities for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, and has no present intention to effect, or any present or contemplated plan, agreement, undertaking, arrangement, obligation, indebtedness, or commitment providing for, any distribution of the Securities; and Purchaser has carefully reviewed the representations concerning the Company contained in this Agreement and has made detailed inquiry concerning the Company, its business and its personnel.

h. Certain Fees . No broker, finder or investment banker is entitled to any brokerage, finder or other fee or commission in connection with the transactions contemplated by this Agreement based on arrangements made by Holder.

9. Representations and Warranties of the Company . The Company hereby makes the following representations and warranties to the Holder:

a. Authorization; Enforcement . The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and any other Transaction Documents to which the Company is a party and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors of the Company or the Company’s stockholders in connection therewith and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders. This Agreement has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

b. Organization and Qualification . Each of the Company and its subsidiaries (the “Subsidiaries”) are entities duly organized and validly existing and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authorization to own their properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of 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 have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof) or condition (financial or otherwise) of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or (iii) the authority or ability of the Company to perform any of its obligations under any of the Transaction Documents. Other than its Subsidiaries, there is no Person (as defined below) in which the Company, directly or indirectly, owns capital stock or holds an equity or similar interest. “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

c. No Conflict . 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) will not (i) (i) result in a violation of the Certificate of Incorporation (as defined below) or other organizational documents of the Company or any of its Subsidiaries, any capital stock of the Company or any of its Subsidiaries or Bylaws (as defined below) of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including foreign, federal and state securities laws and regulations and the rules and regulations of The NASDAQ Stock Market LLC (the “Principal Market”) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected except, in the case of clause (ii) or (iii) above, to the extent such violations that would not reasonably be expected to have a Material Adverse Effect.

d. No Consents . Except for the filing of a Listing of Additional Shares Application with the Principal Market related to the listing of the Securities for trading thereon, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with, any court, governmental agency or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective 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 obtained or effected on or prior to the date of this Agreement or, in respect of notices required or permitted to be filed with certain state and federal securities commissions, which notices will be filed on a timely basis, and neither the Company nor any of its Subsidiaries is 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. Except as disclosed in any of the reports, schedules, forms, statements or other documents required to be filed by the Company with the Commission under the Securities Act or the Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”), 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.

e. Securities Law Exemptions . Assuming the accuracy of the representations and warranties of the Holder contained herein, the offer and issuance by the Company of the Securities is exempt from registration under the Securities Act. The offer and issuance of the PS Shares and the Exchange Shares is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof. The Company covenants and represents to the Holder that neither the Company nor any of its Subsidiaries has received, anticipates receiving, has any agreement to receive or has been given any promise to receive any consideration from the Holder or any other Person in connection with the transactions contemplated by the Transaction Documents.

f. Issuance of Securities . The issuance of the Securities is duly authorized and, upon issuance in accordance with the terms of the Transaction Documents, shall be validly issued, fully paid and non-assessable and free from all liens, charges and other encumbrances with respect to the issue thereof, other than as a result of any action of the Holder or under federal or state securities laws.

g. Transfer Taxes . As of the date of this Agreement, all share transfer or other taxes (other than income or similar taxes) which are required to be paid by the Company in connection with the issuance of the Securities to be issued to the Holder hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with.

10. Additional Acknowledgments . The Holder and the Company confirm that the Company has not received any consideration for the transactions contemplated by this Agreement. Pursuant to Rule 144 promulgated by the Commission pursuant to the Securities Act and the rules and regulations promulgated thereunder, the holding period of the Exchange Shares issued in exchange for the Warrants tacks back to the issue date of the Warrants. The Company agrees not to take a position contrary to this paragraph.

11. Release by the Holder . In consideration of the foregoing, Holder and each of Holder’s respective related parties, affiliates, successors and assigns (collectively, the “Releasing Parties”) hereby forever releases, remises, acquits and discharges each of the Company and its subsidiaries, as well as each of their respective officers, directors, principals, control persons, affiliates, stockholders, past and present employees and agents, insurers, predecessors in interest, successors, and assigns (collectively, the “Company Parties”), from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, costs, loss of services, expenses, compensation, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, liabilities and demands whatsoever, in law, admiralty or equity, which any of the Releasing Parties ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever, whether or not known or unknown, arising under the Preferred Shares, the Warrants or the Securities (including, without limitation, the Preferred Shares, the PS Shares, the Warrants, the Warrant Shares, the Exchange Shares or the Dividend Waiver Shares), the Certificate of Designations, the Subscription Agreement, the Registration Rights Agreement or any other Transaction Documents. It is the intention of the Releasing Parties that this release is a general release with regard to the performance, services, or fulfillment of duties of any kind, and shall be effective as a bar to each and every claim, demand, or cause of action that any of the Releasing Parties may now, or ever, have against the Company Parties arising out of, related to, or in any way connected with the relationship of the parties on or before the date hereof or arising out of or in connection with the Preferred Shares, the Warrants or the Securities (including, without limitation, the Preferred Shares, the PS Shares, the Warrants, the Warrant Shares, the Exchange Shares or the Dividend Waiver Shares), the Certificate of Designations, the Subscription Agreement, the Registration Rights Agreement or any other Transaction Documents. The Releasing Parties recognize that they may have some claim, demand, or cause of action against the Company Parties of which they are totally unaware and unsuspecting, and that the Releasing Parties are giving up such claims, demands, and causes of action by execution of this release. It is the intention of the Releasing Parties in executing this release that it will deprive each of them of each such unknown claim, demand, and cause of action, and prevent any of them from ever asserting such unknown claim, demand, or cause of action against any of the Released Parties. It being understood that this Section shall not limit the Holder from taking action for matters with respect to this Agreement.

12. Miscellaneous.

a. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. This Agreement may not be assigned by the Holder without the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion.

b. Governing Law; Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by and construed under the laws of the State of New York without regard to the choice of law principles thereof. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York located in The City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or therewith or with any transaction contemplated hereby or thereby, and hereby irrevocably waives any objection that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

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

d. Counterparts/Execution . 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 an electronic 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 facsimile or electronic file signature page (as the case may be) were an original thereof.

e. Notices . All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to Holder, at such Holder’s address, facsimile number or electronic mail address set forth in the Company’s records, or at such other address, facsimile number or electronic mail address as such Holder may designate by ten (10) days’ advance written notice to the other parties hereto; or (b) if to the Company, to its address, facsimile number or electronic mail address set forth below and directed to the attention of its Chief Executive Officer, or at such other address, facsimile number or electronic mail address as the Company may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other communications shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing, upon confirmation of facsimile transfer or upon confirmation of electronic mail.

If to the Company, to:	PolarityTE, Inc.
	615 Arapeen Drive
	Salt Lake City, UT 84108
	Attention: Chief Executive Officer
	Email:
	Facsimile number:

With a copy to:	King & Spalding LLP
(which shall not constitute notice)	601 S. California Ave.
	Palo Alto, CA 94304
	Attention: Laura Bushnell
	Email: lbushnell@kslaw.com
	Facsimile number: (650) 422-6800

f. Expenses . Except as otherwise set forth herein, the parties hereto shall pay their own costs and expenses in connection herewith.

g. Entire Agreement; Amendments . This Agreement and the other Transaction Documents constitute the entire agreement between the parties hereto with regard to the subject matter hereof and thereof, superseding all prior agreements or understandings, whether written or oral, between or among the parties. In the event of a conflict between this Agreement and any other Transaction Document, this Agreement shall prevail. This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by all parties, or, in the case of a waiver, by the party waiving compliance. Except as expressly stated herein, no delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder preclude any other or future exercise of any other right, power or privilege hereunder.

h. Headings . The headings used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

i. Independent Nature of the Holder’s Obligations and Rights . As set forth in Section 5 hereof, as a condition to the closing, each holder of Preferred Shares and Warrants as of the date hereof shall enter an agreement with the Company in the form of this Agreement and the Exchange Agreement. The obligations of the Holder under the Transaction Documents are several and not joint with the obligations of any other holder of Preferred Shares or Warrants (each, an “Other Holder”) under their respective agreements to exchange Preferred Shares and Warrants (each, an “Other Agreement”), and the Holder shall not be responsible in any way for the performance of the obligations of any Other Holders under any Other Agreement. Nothing contained herein or in any Other Agreement, and no action taken by the Holder pursuant hereto or any Other Holder pursuant to any Other Agreement, shall be deemed to constitute the Holder or any Other Holder as, and the Company acknowledges that the Holder and the Other Holders do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holder and any Other Holder are in any way acting in concert or as a group or entity with respect to such obligations or the transactions contemplated by the Transaction Documents, any other agreement or any matters, and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a group or entity, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents and any Other Agreement. The decision of the Holder to receive the Securities pursuant to the Transaction Documents has been made by the Holder independently of any Other Holder. The Holder acknowledges that no Other Holder has acted as agent for the Holder in connection with the Holder making its acquisition hereunder and that no Other Holder will be acting as agent of the Holder in connection with monitoring the Holder’s Securities or enforcing its rights under the Transaction Documents. The Company and the Holder confirm that the Holder has independently participated with the Company in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose. For clarification purposes only and without implication that the contrary would otherwise be true, the transactions contemplated by the Transaction Documents include only the transaction between the Company and the Holder and do not include any other transaction between the Company and any Other Holder.

j. Most Favored Nation . The Company hereby represents and warrants as of the date hereof that none of the terms offered to any Other Holder in any Other Agreement is or will be more favorable to such Other Holder than those of the Holder in this Agreement.

k. Reporting Status . Until the date on which the Holder no longer holds Securities, the Company shall timely file all reports required to be filed with the Commission pursuant to the Securities Exchange Act of 1934, as amended.

l. Listing . The Company shall use commercially reasonable efforts to promptly secure the listing of all of the Securities upon the Principal Market (subject to official notice of issuance) (but in no event later than the Effective Date). The Company hereby agrees to use commercially reasonable efforts to maintain the listing of the Common Stock, including the Securities, on the Principal Market. The Company will take all action reasonably necessary to continue the listing and trading of its Common Stock, including the Securities, on Principal Market and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 12(l).

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the day and year first above written.

POLARITYTE, INC.

By:
Name:
Title:

HOLDER: [_______________]

By:

Address for Notices:

__________________________________

______________________________ ____

__________________________________

Social Security or TIN: _______________________

Copies To:

Address for delivery of Securities:

__________________________________

SCHEDULE A

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (this “ Agreement ”) is made and entered into as of March 6, 2018, between PolarityTE, Inc., a Delaware corporation (the “ Company ”), and Denver Lough (the “ Holder ”).

Recital

The Company and the Holder hereby agree as follows:

1. Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Advice ” shall have the meaning set forth in Section 7(b) .

“ Common Stock ” means the common stock of the Company, par value $0.001 per share, and any securities into which such common stock may hereafter be classified.

“ Effectiveness Period ” shall have the meaning set forth in Section 2(a) .

“ Holder ” means the holder from time to time of Registrable Securities.

“ Indemnified Party ” shall have the meaning set forth in Section 5(c) .

“ Indemnifying Party ” shall have the meaning set forth in Section 5(c) .

“ Losses ” shall have the meaning set forth in Section 5(a) .

“ Proceeding ” means an action, claim, suit, investigation or proceeding (including, without limitation, an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“ 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 the 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.

“ Registrable Securities ” means all of the Shares, together with any shares of Common Stock issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing.

“ Registration Statement ” means the registration statement(s) required to be filed hereunder, including (in each case) the Prospectus, amendments and supplements to such registration statement(s) 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(s).

“ Rule 415 ” means Rule 415 promulgated by the Commission 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 Commission having substantially the same purpose and effect as such Rule.

“ Rule 424 ” means Rule 424 promulgated by the Commission 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 Commission having substantially the same purpose and effect as such Rule.

“ Shares ” means [ ] shares of Common Stock held by the holder on the date hereof that were issued to the Holder pursuant to exemptions from registration under the Securities Act.

“ Trading Day ” means (i) a day on which the Common Stock is traded on the Nasdaq Stock Market, or (ii) if the Common Stock is not quoted by the Nasdaq Stock Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding to its functions of reporting prices); provided, that in the event that the Common Stock is not listed or quoted as set forth in (i) and (ii) hereof, then Trading Day shall mean a Business Day.

2. Registration .

(a) No later than the six (6) month anniversary of the date of this Agreement, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all of the Registrable Securities for an offering to be made on a continuous basis pursuant to Rule 415. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case the Registration shall be on another appropriate form in accordance herewith). Subject to the terms of this Agreement, the Company shall use its best efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its best efforts to keep the Registration Statement continuously effective under the Securities Act until the earlier of: (i) the date when all Registrable Securities covered by the Registration Statement have been sold, and (ii) when all Registrable Securities covered by the Registration Statement may be sold without volume restrictions pursuant to Rule 144(b)(i) promulgated under the Securities Act (the “ Effectiveness Period ”).

(b) In the event that the Company is subject to limitations on the number or aggregate market value of securities that the Company can sell in any period, including, without limitation, under Instruction I.B.6 of Form S-3, and any sales or other transfers of Common Stock by the Holder under a Registration Statement filed pursuant to this Agreement would be included in such limit due to the Holder’s status as an “affiliate” (as defined in Rule 405 of the Securities Act) of the Company or otherwise (“ Sale Limits ”), (i) the Holder shall not sell or otherwise transfer any shares of Common Stock under the Registration Statement without the prior written consent of the Company, which consent shall be in the sole discretion of the Company; and (ii) the Company shall have the right to suspend the Holder’s use of the Registration Statement or withdraw the Registration Statement; provided, however, that if the Company withdraws the Registration Statement and the Sale Limits become no longer applicable, the Holder shall have the demand registration rights described in Section 2(e) below.

(c) If for any reason the Commission does not permit all of the Shares to be included in the Registration Statement filed pursuant to Section 2(a) or for any other reason any Registrable Securities are not then included in a Registration Statement filed under this Agreement, then the Company shall prepare and file as soon as possible after the date on which such filing may be made an additional Registration Statement covering the resale of all Registrable Securities not already covered by an existing and effective Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415. The Company shall use its best efforts to cause each such Registration Statement to be declared effective under the Securities Act as soon as possible and shall use its best efforts to keep such Registration Statement continuously effective under the Securities Act during its entire Effectiveness Period.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the Commission (the “ Staff ”) or the Commission requires the Holder seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and the Holder does not consent to being so named as an underwriter in such Registration Statement, then in such case, the Company shall reduce the total number of Registrable Securities to be registered on behalf of the Holder, until such time as the Staff or the Commission does not require such identification or until the Holder accepts such identification and the manner thereof.

(e) In the event of any reduction pursuant to Section 2(b) or Section 2(d) , the Holder shall not have any claim against the Company as a result of such reduction. In the event of any reduction in Registrable Securities pursuant to Section 2(b) or Section 2(d) (and, in the case of Section 2(b) , only if the Company withdrew a Registration Statement pursuant to Section 2(b) and the Sale Limits no longer apply), the Holder shall have the right to require, upon delivery of a written request to the Company signed by the Holder, that the Company to file a registration statement within 60 days of such request (subject to any restrictions imposed by Rule 415 or required by the Staff or the Commission) for re-sale by the Holder in a manner acceptable to the Holder, and the Company shall following such request cause to be and keep effective such registration statement in the same manner as otherwise contemplated in this Agreement for registration statements hereunder, in each case until the earlier of such time as: (i) all Registrable Securities held by the Holder have been registered pursuant to an effective Registration Statement in a manner acceptable to the Holder or (ii) the Registrable Securities may be resold by the Holder without restriction (including volume limitations) pursuant to Rule 144(b)(i) of the Securities Act (taking account of any Staff position with respect to “affiliate” status) or (iii) one year from the date of issuance of the applicable Registrable Securities or (iv) the Holder agrees to be named as an underwriter in any such Registration Statement in a manner acceptable to the Holder as to all Registrable Securities held by the Holder and that have not theretofore been included in a Registration Statement under this Agreement (it being understood that the special demand right under this sentence may be exercised by the Holder multiple times and with respect to limited amounts of Registrable Securities in order to permit the re-sale thereof by the Holder as contemplated above).

Registration Procedures

In connection with the Company’s registration obligations hereunder, the Company shall:

(a) (i) Prepare and file with the Commission such amendments, including post-effective amendments, to the Registration Statement and the Prospectus used in connection therewith as may be necessary to keep the Registration Statement continuously effective as to the applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities; (ii) cause the related Prospectus to be amended or supplemented by any required Prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to the Registration Statement or any amendment thereto and, as promptly as reasonably possible, upon request, provide the Holder true and complete copies of all correspondence from and to the Commission relating to the Registration Statement; and (iv) comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by the Registration Statement (to the extent such provisions are applicable to the Company). The Company shall ensure that each Registration Statement (including any amendments or supplements or prospectuses contained therein) shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein (in the case of prospectuses, in light of the circumstances in which they were made) not misleading.

(b) Notify the Holder of Registrable Securities as promptly as reasonably possible (and, in the case of (i)(A) below, not less than two Trading Days prior to such filing) and (if requested by any such Person) confirm such notice in writing promptly following the day (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to the Registration Statement is proposed to be filed; (B) when the Commission notifies the Company whether there will be a “review” of the Registration Statement and whenever the Commission comments in writing on the Registration Statement; and (C) with respect to the Registration Statement or any post-effective amendment, when the same has become effective; (ii) of any request by the Commission or any other Federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to the Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes the financial statements included in the Registration Statement ineligible for inclusion therein or any statement made in the Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to the Registration Statement, Prospectus or other documents so that, in the case of the Registration Statement or the Prospectus, as the case may be, it will not contain 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 they were made, not misleading.

(c) Use reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of the Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.

(d) Deliver to the Holder, without charge, as many copies of the Prospectus or Prospectuses (including each form of prospectus) and each amendment or supplement thereto as Holder may reasonably request in connection with resales by the Holder of Registrable Securities. Subject to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by the selling Holder in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto, subject to notices pursuant to Section 3(b) .

(e) Prior to any resale of Registrable Securities by the Holder, use its commercially reasonable efforts to register or qualify or cooperate with the selling Holder in connection with the registration or qualification (or exemption from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or “Blue Sky” laws of such jurisdictions within the United States as the Holder reasonably requests in writing, to keep the Registration or qualification (or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided , that the Company shall not be required to qualify generally to do business or file a general consent to service of process in any jurisdiction where it is not then so qualified.

(f) If requested by the Holder, cooperate with the Holder to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered in such names as the Holder may request.

(g) Upon the occurrence of any event contemplated by this Section 3 , as promptly as commercially reasonably possible under the circumstances taking into account the good faith determination of the Company’s Board of Directors of adverse consequences to the Company and its stockholders of the premature disclosure of material non-public information, prepare a supplement or amendment, including a post-effective amendment, to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, neither the Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holder in accordance with clauses (ii) through (v) of Section 3(b) above to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holder shall suspend use of such Prospectus. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is commercially practicable.

(h) Comply with all applicable rules and regulations of the Commission.

(i) If requested by the Holder, the Company shall as soon as practicable after receipt of notice from the Holder, use reasonable best efforts to (i) incorporate in a prospectus supplement or post-effective amendment such information as the Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration Statement if reasonably requested by the Holder holding any Registrable Securities.

(j) The Company shall make generally available to its security holders as soon as practical, but not later than 90 days after the close of the period covered thereby, an earnings statement (in form complying with, and in the manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement or any additional registration statement required by the terms of this Agreement.

4. Registration Expenses . All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to the Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses in compliance with applicable state securities or Blue Sky laws), (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of printing prospectuses if the printing of prospectuses is reasonably requested by the holders of a majority of the Registrable Securities included in the Registration Statement), (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any audit. In no event shall the Company be responsible for any broker or similar commissions of the Holder.

Indemnification

(a) Indemnification by the Company . The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless the Holder to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “ Losses ”), as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent, but only to the extent, that (A) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein, or to the extent that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in the Registration Statement, such Prospectus or such form of Prospectus or in any amendment or supplement thereto, (B) in the case of an occurrence of an event of the type specified in Section 3(b)(ii)-(v) , the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and prior to the receipt by the Holder of the Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected and no grounds for such Loss would have existed, or (C) the Holder fails to comply with any applicable prospectus delivery requirements of the Securities Act applicable to it in connection with sales of Registrable Securities pursuant to a Registration Statement; or (ii) 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 thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement. The Company shall notify the Holder promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder and shall survive the transfer of any of the Registrable Securities by the Holder.

(b) Indemnification by the Holder . The Holder shall indemnify and hold harmless the Company, its directors, officers, agents and employees, each person or entity who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, that such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by the Holder expressly for use therein. In no event shall the liability of the selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by the Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The indemnity agreement contained in this Section 5(b) and the agreement with respect to contribution contained in Section 5(d) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder, which consent shall not be unreasonably withheld or delayed.

(c) Conduct of Indemnification Proceedings . If any Proceeding shall be brought or asserted against any person or entity entitled to indemnity hereunder (an “ Indemnified Party ”), such Indemnified Party shall promptly notify the person or entity from whom indemnity is sought (the “ Indemnifying Party ”) in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further review) that such failure shall have proximately and materially prejudiced the Indemnifying Party.

An Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing to pay such fees and expenses; (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding; or (3) the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of such separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.

Subject to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party (regardless of whether it is ultimately determined that an Indemnified Party is not entitled to indemnification hereunder; provided , that such Indemnified Party shall promptly reimburse the Indemnifying Party all such fees and expenses to the extent it is finally judicially determined that such Indemnified Party is not entitled to indemnification hereunder).

(d) Contribution . If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party (by reason of public policy or otherwise), then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Section 5 , any reasonable attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to such party in accordance with its terms.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), (i) the Holder shall not be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that the Holder has otherwise been required to pay, or would otherwise be required to pay under Section 5(b), by reason of such untrue or alleged untrue statement or omission or alleged omission; (ii) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the fault standards set forth in this Section 5 and (iii) no Person involved in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent misrepresentation.

The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

6. Reports Under the Exchange Act . With a view to making available to the Holder the benefits of Rule 144 promulgated under the Securities Act or any other similar rule or regulation of the Commission that may at any time permit the Holder to sell securities of the Company to the public without registration, the Company agrees to use reasonable best efforts to:

(a) make and keep public information available, as those terms are understood and defined in Rule 144;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144;

(c) furnish to the Holder so long as the Holder owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested to permit the Holder to sell such securities pursuant to Rule 144 without registration; and

(d) procure the removal of the restrictive legend on the Registrable Securities held by a Holder as soon as reasonably practicable following the receipt by the Company of a request for such removal, provided that such Shares have been sold under an effective registration statement under the Securities Act, (ii) in connection with a sale, assignment or other transfer, the Holder provides the Company with an opinion of counsel, reasonably acceptable to the Company, to the effect that such sale, assignment or transfer is being made pursuant to an exemption from the registration requirements of the Securities Act, or (iii) the Holder provides the Company with reasonable assurance that the Shares are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A under the Securities Act.

7. Miscellaneous

(a) Compliance . The Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Registration Statement.

(b) Discontinued Disposition . The Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(b) , the Holder will forthwith discontinue further sales of such Registrable Securities under the Registration Statement until the Holder’s receipt of the copies of the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing (the “ Advice ”) by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is commercially practicable.

(c) Further Assurances . Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents as any 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.

(d) Amendments and Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed by the Company and the Holder. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(e) Successors and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and shall inure to the benefit of the Holder. The Holder may not assign any or all of its rights under this Agreement to any person or entity to whom the Holder assigns or transfers any Registrable Securities or otherwise, without the prior written consent of the Company. Any assignment by Holder of this Agreement permitted by the Company shall require that the transferee agree in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the “Holder.” The Company may not assign its rights or obligations hereunder.

(f) Governing Law . The parties hereby agree that any dispute which may arise between them arising out of or in connection with this Agreement shall be adjudicated only before a federal court located in the State of New York and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of New York with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the registration of the securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, in care of the address set forth below or such other address as the undersigned shall furnish in writing to the other.

(g) WAIVER OF JURY TRIAL . IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.

(h) Remedies . In the event of a breach by the Company or the Holder, of any of their obligations under this Agreement, the Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Holder agree that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(i) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(j) Entire Agreement . This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein.

(k) Notices . All notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered personally by hand or by overnight courier, mailed by United States first-class mail, postage prepaid, sent by facsimile or sent by electronic mail directed (a) if to the Holder, at the Holder’s address, facsimile number or electronic mail address set forth in the Company’s records, or at such other address, facsimile number or electronic mail address as the Holder may designate by ten (10) days’ advance written notice to the other parties hereto; or (b) if to the Company, to its address, facsimile number or electronic mail address set forth on its signature page to this Agreement and directed to the attention of its President, or at such other address, facsimile number or electronic mail address as the Company may designate by ten (10) days’ advance written notice to the other parties hereto. All such notices and other communications shall be effective or deemed given upon delivery, on the date that is three (3) days following the date of mailing, upon confirmation of facsimile transfer or upon confirmation of electronic mail delivery.

(l) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

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

(n) Execution and Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or email transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature were the original thereof.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written above.

	POLARITYTE, INC.

	By:	/s/ John Stetson
	Name:	John Stetson
	Title:	Chief Financial Officer
	Address:	1960 S 4250 W Salt Lake City, UT 84104

	DENVER LOUGH

		/s/ Denver Lough

	Address:	1960 S 4250 W Salt Lake City, UT 84104

[ Signature Page to Registration Rights Agreement ]

TERMINATION OF

STOCKHOLDERS AGREEMENT

This Termination of Stockholders Agreement (this “ Termination Agreement ”) is made as of March 6, 2018 by and between PolarityTE, Inc., a Delaware corporation (the “ Company ”) and the undersigned stockholders of the Company (“ Stockholders ”) who are party to that certain Stockholders Agreement dated as of December 1, 2016 (the “ Stockholders Agreement ”) by and among Majesco Entertainment Company, a Delaware corporation and predecessor to the Company (the “ Predecessor ”), Denver Lough (“ Lough ”), Edward Swanson (“ Swanson ” and together with Lough, the “ Restricted Stockholders ”), and Polarityte, Inc., a Nevada corporation (“ Polarityte Nevada ”). Unless otherwise defined or noted herein, capitalized terms used in this Termination Agreement have the meanings ascribed to them in the Stockholders Agreement.

RECITALS

WHEREAS: the Stockholders Agreement was entered into on December 1, 2016, by and among the Predecessor, the Restricted Stockholders, Polarityte Nevada, and the Stockholders; and following the subsequent merger of Polarityte Nevada with and into the Predecessor, the Company became the successor-in-interest to all rights and obligations of the Predecessor under the Stockholders Agreement.

WHEREAS : the parties to the Stockholders Agreement now desire to terminate the Stockholders Agreement.

WHEREAS: pursuant to Section 7 of the Stockholders Agreement, the Stockholders Agreement provides that the Stockholders Agreement may be amended, modified or supplemented only by written agreement of the Company and a majority of the Stockholders signatory thereto.

WHEREAS : the parties to the Stockholders Agreement desire to amend the Stockholder Agreement such that all rights and obligations of the parties to the Stockholders Agreement shall be terminated, effective immediately.

WHEREAS: the undersigned Stockholders constitute a majority of the Stockholders signatory to the Stockholders Agreement.

AGREEMENT

NOW, THEREFORE: In consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

Termination of Stockholders Agreement . The parties hereto agree that the Stockholders Agreement is hereby terminated and shall have no further force or effect, effective immediately.

	2.	Successors . This amendment shall be binding on, and shall inure to the benefit of all parties hereto and their successors and assigns.

	3.	Release . Each Stockholder, on behalf of itself and its affiliates (including without limitation all affiliated entities through which Stockholder has purchased or beneficially owns, directly or indirectly, shares of capital stock of the Company), successors, assigns and agents (the “ Stockholder Releasing Parties ”), does hereby fully and forever release, remise, acquit and discharge each of the Restricted Stockholders and their respective successors and assigns (the “ Restricted Stockholder Released Parties ”), and the Company and its officers, directors, stockholders, successors, assigns and agents (the “ Company Released Parties ”) from and against any and all claims, demands, damages, debts, liabilities, obligations, expenses, liens, attorneys’ fees, actions, causes of action, expenses, or suits of any kind or nature whatsoever, whether known or unknown, foreseen or unforeseen, in law or in equity, which the Stockholder has or may have against the Company Released Parties and the Restricted Stockholder Released Parties, at any time up to the date hereof arising out of or relating to the Stockholders Agreement.

	4.	Counterparts . This Termination Agreement may be executed in any number of counterparts, each of which is enforceable against the parties that execute such counterparts, and all of which together constitute one instrument.

	5.	Execution and Delivery . A facsimile, .pdf, telecopy or other reproduction of this Termination Agreement may be executed by one or more parties hereto and delivered by such party by facsimile, .pdf, or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery will be considered valid, binding and effective for all purposes. At the request of any party hereto, all parties hereto agree to execute and deliver an original of this Termination Agreement as well as any facsimile, .pdf, telecopy or other reproduction hereof.

[ Remainder of Page Intentionally Left Blank ]

- 2 -

IN WITNESS WHEREOF , the parties hereto have executed this Termination Agreement effective as of the day and year first above written.

COMPANY:		STOCKHOLDER:
POLARITYTE, INC.

/s/ Cameron Hoyler	By:	/s/ Denver Lough
Name: Cameron Hoyler	Name:	Denver Lough
Title: Chief Legal Officer and General Counsel

STOCKHOLDER:

By:	/s/ Barry Honig
Name:	Barry Honig

STOCKHOLDER:

By:	/s/ Edward Swanson
Name:	Edward Swanson