MAJESCO ENTERTAINMENT CO (Form: 8-K, Received: 12/07/2016 17:03:58)

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): December 1, 2016

MAJESCO ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

Delaware	000-51128	06-1529524
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS Employer Identification No.)

404I-T Hadley Road

S. Plainfield, New Jersey 07080

(Address of principal executive offices and zip code)

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

Please send copies of all communications to:

Harvey J. Kesner, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700

(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))

Forward-Looking Statements

This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward looking statement can be guaranteed and actual future results may vary materially.

Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.

Item 1.01 Entry into a Material Definitive Agreement.

On December 1, 2016, Majesco Entertainment Company (the “ Company ”) entered into an Agreement and Plan of Reorganization (the “ Agreement ”) with Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company, PolarityTE, Inc., a Nevada corporation (“ Polarity ”) and Dr. Denver Lough, the owner of 100% of the issued and outstanding shares of capital stock of Polarity (the “ Seller ”). The closing is subject to various closing conditions, including, approval of stockholders of the Company in accordance with Delaware law and NASDAQ Listing Rule 5635 and a minimum cash balance available to the Company.

Polarity is the owner of a novel regenerative medicine and tissue engineering platform developed and patented by Denver Lough, MD, PhD. This radical and proprietary technology employs a patient’s own cells for the healing of full-thickness, functionally-polarized tissues. If clinically successful, the PolarityTE platform will be able to provide medical professionals with a truly new paradigm in wound healing and reconstructive surgery by utilizing a patient’s own tissue substrates for the regeneration of skin, bone, muscle, cartilage, fat, blood vessels and nerves. It is because PolarityTE uses a natural and biologically sound platform technology, which is readily adaptable to a wide spectrum of organ and tissue systems that Polarity and its world-renowned clinical advisory board are poised to drastically change the field and future of translational regenerative medicine.

Polarity’s launch product which is being prepared for clinical trials is the first ever truly autologous skin regeneration construct of its kind, which can regrow full-thickness and functional polarized skin, including all layers (dermis & epidermis), hair, and skin appendages. The PolarityTE constructs will offer patients a new option for wound healing—“where self regenerates self”. In parallel with the clinical development of the functionally-polarized skin regenerative product, the PolarityTE platform provides a new and radical pipeline for expansion into numerous other tissues, including bone, muscle, cartilage, fat, blood vessels, nerves, solid organs and vascularized composite structures under a direct interface with practicing medical leaders, in order to provide patients and the market with truly practical answers to difficult wound and tissue voids.

At closing, upon satisfaction of each of the closing conditions, the Seller will be issued 7,050 shares of the Company’s newly authorized Series E Preferred Stock (the “ Preferred Shares ”) convertible into an aggregate of 7,050,000 shares of the Company’s common stock (the “ Merger Consideration ” and such transaction, the “ Merger ”), expected to constitute approximately 50% of the issued and outstanding common stock of the Company on a fully diluted basis at closing and depending in part, upon the Company’s expected cash balance at closing. Until converted, each Preferred Share is entitled to two votes for every share of common stock into which it is convertible on any matter submitted for a vote of stockholders.

The parties to the Agreement made representations, warranties and covenants that are customary for transactions of this nature.

The Merger is expected to be accounted for as an acquisition of assets rather than a business pursuant to Financial Accounting Standards Board Accounting Standards Codification 805-50-30 “Business Combinations”. Accordingly, assets acquired through a transaction that is not a business combination shall be measured based on the cash consideration paid plus either the fair value of the non-cash consideration given or the fair value of the assets acquired, whichever is more clearly evident.

Following the Merger, the Company will continue to be a “smaller reporting company,” as defined in Item 10(f)(1) of Regulation S-K, as promulgated by the SEC.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Agreement and is qualified in its entirety by reference to the Agreement filed as Exhibit 2.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

Series E Preferred Stock

On or prior to the effective time of the Merger, the Company will file a Certificate of Designations, Preferences and Rights of the 0% Series E Convertible Preferred Stock (the “ Certificate of Designation ”) with the Delaware Secretary of State pursuant to which the Company will designate 7,050 shares of the Company’s authorized shares of preferred stock as Series E Preferred Stock. The Series E Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of such preferred stock, plus all accrued and unpaid dividends, if any, on such preferred stock, as of such date of determination, divided by the conversion price. The stated value of each Series E Preferred Stock is $1,000 and the initial conversion price is $1.00 per share, each subject to adjustment for stock splits, stock dividends, recapitalizations, combinations, subdivisions or other similar events. The Series E Preferred Stock, with respect to dividend rights and rights on liquidation, winding-up and dissolution, in each case will rank senior to the Company's common stock and all other securities of the Company that do not expressly provide that such securities rank on parity with or senior to the Series E Preferred Stock. Until converted, each share of Series E Preferred Stock is entitled to two votes for every share of common stock into which it is convertible on any matter submitted for a vote of stockholders.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Certificate of Designation and is qualified in its entirety by reference to the Certificate of Designation filed as Exhibit 3.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

2017 Equity Incentive Plan

On December 1, 2016, the Company’s Board of Directors (the “ Board ”) approved the Company’s 2017 Equity Incentive Plan (the “ 2017 Plan ”). The purpose of the 2017 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees, consultants and other eligible persons. The 2017 Plan provides for the grant of incentive stock options, nonqualified stock options, restricted stock, restricted stock units, stock appreciation rights and other types of stock-based awards to the Company’s employees, officers, directors and consultants. The Compensation Committee of the Board will administer the 2017 Plan, including determining which eligible participants will receive awards, the number of shares of common stock subject to the awards and the terms and conditions of such awards. Up to 3,450,000 shares of common stock are issuable pursuant to awards under the 2017 Plan. Unless earlier terminated by the Board, the 2017 Plan shall terminate at the close of business on December 1, 2026.

Employment Agreements

On December 1, 2016, the Company entered into an employment agreement with Dr. Denver Lough (the “ Lough Employment Agreement ”). Pursuant to the terms of the Lough Employment Agreement, Dr. Lough will serve as Chairman of the Board and as Chief Executive Officer and Chief Scientific Officer of the Company for a term of one year which shall be automatically renewed for successive one year periods thereafter unless earlier terminated. Pursuant to the Lough Employment Agreement, the Company shall pay Dr. Lough (i) a one-time signing bonus of $100,000, (ii) an annual base salary of $350,000, (iii) an annual discretionary bonus, as determined by the Board, in an amount up to 100% of Dr. Lough’s then current base salary and (iv) 10 year options (the “ Lough Options ”) to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $3.15 per share (equal to 100% of the market price as defined by NASDAQ (“ Fair Market Value ”)) which Options shall vest in 24 equal installments commencing on the one month anniversary of the Lough Employment Agreement. The Lough Options were granted pursuant to the 2017 Plan and the exercise of the Lough Options and the 2017 Plan are subject to stockholder approval. If Dr. Lough terminates the Lough Employment Agreement for Good Reason (defined hereafter) or a Change of Control (as defined in the Lough Employment Agreement) or the Company terminates the Lough Employment Agreement without Cause (defined hereafter), then Dr. Lough shall be entitled to receive (i) the sum of his then base salary from the date of termination, (ii) reasonable expenses incurred by Dr. Lough in connection with the performance of his duties, (iii) accrued but unused vacation time through the date of termination, (iv) the sum of this then annual bonus and (v) all Share Awards (as defined in the Lough Employment Agreement) earned and vested prior to the date of termination. In addition, Dr. Lough shall have the right to Participation Payments (as defined in the Lough Employment Agreement) from commercial transactions associated with the Patents (as defined in the Lough Employment Agreement) and intellectual property rights associated with such Patents. If the Company terminates the Lough Employment Agreement for Cause, the Company will have no further obligations or liability to Dr. Lough except for the obligation to (i) pay Dr. Lough his then annual salary through the date of termination, (ii) unpaid annual bonus pursuant to the terms of the Lough Employment Agreement, (iii) reasonable expenses incurred by Dr. Lough in connection with the performance of his duties and (v) accrued but unused vacation time through the date of termination. “ Good Reason ” means the occurrence of any of the following events without the employee’s consent: (A) the assignment to the employee of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the effective date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the employee of a title that is different from and subordinate to the title that he assumed on the effective date, provided, however, for the absence of doubt following a Change of Control, should the employee be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Employee in such acquiring company, division or unit; or (C) material breach by the Company of the employment agreement. “ Cause ” means (a) the willful and continued failure of the employee to perform substantially his duties and responsibilities for the Company (other than any such failure resulting from the employee’s death or Disability (as defined in the employment agreement) after a written demand by the Board for substantial performance is delivered to the employee by the Company, which specifically identifies the manner in which the Board believes that the employee has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the employee within 30 days following his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Company.

On December 1, 2016, the Company entered into an employment agreement with Edward Swanson (the “ Swanson Employment Agreement ” ). Pursuant to the terms of the Swanson Employment Agreement, Dr. Swanson will serve as Chief Operating Officer of the Company for a term of one year which shall be automatically renewed for successive one year periods thereafter unless earlier terminated. Pursuant to the Swanson Agreement, the Company shall pay Dr. Swanson (i) a one-time signing bonus of $100,000, (ii) an annual base salary of $300,000, (iii) an annual discretionary bonus, as determined by the Board, in an amount up to 100% of Dr. Swanson’s then current base salary and (iv) 10 year options (the “ Swanson Options ”) to purchase up to 846,000 shares of the Company’s common stock pursuant to the 2017 Plan at Fair Market Value which Swanson Options shall vest in 24 equal installments commencing on the one month anniversary of the Swanson Employment Agreement and are subject to stockholder approval. If Dr. Swanson terminates the Swanson Employment Agreement for Good Reason or a Change of Control (as defined in the Swanson Employment Agreement) or the Company terminates the Swanson Employment Agreement without Cause, then Dr. Swanson shall be entitled to receive (i) the sum of his then base salary from the date of termination, (ii) reasonable expenses incurred by Dr. Swanson in connection with the performance of his duties, (iii) accrued but unused vacation time through the date of termination, (iv) the sum of this then annual bonus and (v) all Share Awards (as defined in the Swanson Employment Agreement) earned and vested prior to the date of termination. If the Company terminates the Swanson Employment Agreement for Cause, the Company will have no further obligations or liability to Dr. Swanson except for the obligation to (i) pay Dr. Swanson his then annual salary through the date of termination, (ii) unpaid annual bonus pursuant to the terms of the Swanson Employment Agreement, (iii) reasonable expenses incurred by Dr. Swanson in connection with the performance of his duties and (v) accrued but unused vacation time through the date of termination.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Lough Employment Agreement, Swanson Employment Agreement and the 2017 Plan, and is qualified in its entirety by reference to the Lough Employment Agreement, Swanson Employment Agreement and the 2017 Plan filed as Exhibit 10.1, 10.2 and 10.3, respectively to this Current Report on Form 8-K and is hereby incorporated by reference.

Stockholders Agreement

On December 1, 2016, the Company entered into a Stockholders Agreement (the “ Stockholders Agreement ”) with Dr. Lough, Dr. Swanson (together with Dr. Lough, the “ Restricted Stockholders ”), Polarity and certain stockholders of the Company (the “ Majesco Stockholders ”). Pursuant to the terms of the Stockholders Agreement, the Company and Majesco Stockholders shall have the right to purchase from each Restricted Stockholder all of the Restricted Stockholder’s Seller Stock (as defined in the Stockholders Agreement) if such Restricted Stockholder’s employment with the Company is terminated for Cause or by the Restricted Stockholder without Good Reason at the fair market value as determined pursuant to the terms of the Stockholders Agreement. In addition, the Company shall have the right to purchase from each Restricted Stockholder all of the Restricted Stockholder’s Seller Stock if (i) such Restricted Stockholder breaches any material provisions of such Restricted Stockholder’s Employment Agreement or (ii) such Restricted Stockholder beaches any material provision of the Agreement, at a per share price of $0.001 per share. No Restricted Stockholder may sell any shares of Seller Stock to any third party unless the Company and the Majesco Stockholders are first offered the right to participate in any such offering on terms and conditions not less favorable to the Company and the Majesco Stockholders than those applicable to the third party.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Stockholders Agreement and is qualified in its entirety by reference to the Stockholders Agreement filed as Exhibit 10.4 to this Current Report on Form 8-K and is hereby incorporated by reference.

Voting Agreement

On December 1, 2016, the Company entered into a Voting Agreement (the “ Voting Agreement ”) with Dr. Lough, Dr. Swanson, Polarity and certain stockholders of the Company (collectively, the “ Stockholders ”). Pursuant to the terms of the Voting Agreement, the Stockholders agree to vote the Shares (defined hereafter) at any annual or special meeting of stockholders of the Company, or execute a written consent in lieu of such meeting to vote: (i) in favor of: (1) approval of the Merger and the issuance of the Preferred Shares and the Company’s common stock into which such Preferred Shares are convertible in such amount that exceeds 19.99% of the Company’s issued and outstanding common stock and (2) approval of any proposal to adjourn of postpone the stockholder’s meeting to a later date if there are not sufficient votes for the approval of the Merger Consideration and transactions contemplated by the Agreement; and (ii) against any proposal which could be expected to result in a breach of any obligation of the Company which could be expected to result in any of the conditions of the Company’s obligations under the Agreement not being fulfilled. All Shares that the Stockholders purchase or acquire the right to vote or otherwise acquire beneficial ownership after December 1, 2016 shall be subject to the terms of the Voting Agreement. Stockholders shall not deposit any of the Shares in a voting trust, or grant any proxies with respect to the Shares except as provided for in the Voting Agreement. “ Shares ” shall mean the Company’s common stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and any additional capital stock of the Company acquired by the Stockholders after December 1, 2016.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Voting Agreement and is qualified in its entirety by reference to the Voting Agreement filed as Exhibit 10.5 to this Current Report on Form 8-K and is hereby incorporated by reference.

Acquisition of Laboratory Equipment

Effective December 1, 2016, Majesco Acquisition II Corp. (“ Acq. Corp. ”), a wholly-owned subsidiary of the Company, entered into a Warranty Bill of Sale of Laboratory Equipment (“ Bill of Sale ”) with Acq. Corp. and Q Therapeutics, Inc. pursuant to which Acq Corp purchased certain laboratory equipment for $80,000.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Bill of Sale and is qualified in its entirety by reference to the Bill of Sale filed as Exhibit 10.6 to this Current Report on Form 8-K and is hereby incorporated by reference.

Lease of Office Space

On December 1, 2016, the Company entered into a Lease (the “ Lease ”) with Paradigm Resources, L.C. (“ Paradigm ”), pursuant to which the Company will lease 5,331 square feet of office and lab space in Salt Lake City, Utah at a monthly lease rate of $12,439. The lease will commence on January 1, 2017 and terminate on December 31, 2017.

The foregoing description is a summary only, does not purport to set forth the complete terms of the Lease and is qualified in its entirety by reference to the Lease filed as Exhibit 10.7 to this Current Report on Form 8-K and is hereby incorporated by reference.

Certain Risk Factors Relating to Polarity

An investment in our common stock involves a high degree of risk. Before deciding whether to invest in our common stock, you should consider carefully the risks discussed under the section captioned “Risk Factors” contained in our most recent annual report on Form 10-K, our quarterly reports on Form 10-Q and any current reports on Form 8-K on file with the Securities and Exchange Commission (the “SEC”), all of which are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

There are numerous and varied risks, known and unknown, that may prevent us from achieving our goals. If any of these risks actually occur, our business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of our common stock could decline and investors could lose all or part of their investment.

Rapid technological change could cause Polarity’s platform, PolarityTE, to become obsolete.

The technologies underlying Polarity’s platform, PolarityTE, are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. Polarity can give no assurance that others will not develop processes with significant advantages over the processes that Polarity offers or is seeking to develop. Any such occurrence could have a material and adverse effect on Polarity’s business, results of operations and financial condition.

Polarity’s revenues will depend upon adequate reimbursement from public and private insurers and health systems.

Polarity’s success will depend on the extent to which reimbursement for the costs of its treatments will be available from third party payers, such as public and private insurers and health systems. Government and other third party payers attempt to contain healthcare costs by limiting both coverage and the level of reimbursement of new treatments. Therefore, significant uncertainty usually exists as to the reimbursement status of new healthcare treatments. If Polarity is not successful in obtaining adequate reimbursement for its treatment from these third party payers, the market's acceptance of Polarity’s treatment could be adversely affected. Inadequate reimbursement levels also likely would create downward price pressure on Polarity’s treatment. Even if Polarity does succeed in obtaining widespread reimbursement for its treatment, future changes in reimbursement policies could have a negative impact on Polarity’s business, financial condition and results of operations.

To be commercially successful, Polarity must convince physicians that its treatments are safe and effective alternatives to existing treatments and that Polarity’s treatments should be used.

Polarity believes physicians will only adopt its treatment if they determine, based on experience, clinical data and published peer reviewed journal articles, that the use of Polarity’s treatment is a favorable alternative to conventional methods, including skin grating. Physicians may be slow to change their medical treatment practices for the following reasons, among others:

● Lack of evidence supporting additional patient benefits and Polarity’s treatments over conventional methods;

● Perceived liability risks generally associated with the use of new procedures; and

● Limited availability of reimbursement from third party payers.

In addition, Polarity believes that recommendations for and support of its treatments by influential physicians are essential for market acceptance and adoption. If Polarity does not receive this support or is unable to demonstrate favorable long-term clinical data, physicians and hospitals may not use Polarity’s treatment, which would significantly reduce Polarity’s ability to achieve revenue and would prevent Polarity from sustaining profitability.

Polarity’s ability to protect its intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which could have a material and adverse effect on Polarity.

Polarity’s success depends significantly on its ability to protect its proprietary rights to the technologies used in it treatment and PolarityTE platform. Polarity relies on patent protection, as well as a combination of copyright, trade secret and trademark laws and nondisclosure, confidentiality and other contractual restrictions to protect its proprietary technology. These legal means afford only limited protection and may not adequately protect Polarity’s rights or permit Polarity to gain or keep any competitive advantage. In addition, Polarity’s pending patent applications include claims to material aspects of Polarity’s procedures that are not currently protected by issued patents. The patent application process can be time consuming and expensive. Polarity cannot ensure that any of its pending patent applications will result in issued patents. Competitors may be able to design around Polarity’s patents or develop procedures that provide outcomes that are comparable or even superior to Polarity’s. Furthermore, the laws of foreign countries may not protect Polarity’s intellectual property rights to the same extent as do the laws of the United States.

The failure to obtain and maintain patents and/or protect Polarity’s intellectual property rights could have a material and adverse effect on Polarity’s business, results of operations, and financial condition. Whether a patent is valid is a complex matter of science and law, and therefore Polarity cannot be certain that, if challenged, its patents would be upheld. If one or more of those patents are invalidated, that could reduce or eliminate any competitive advantage Polarity might otherwise have had.

In the event a competitor infringes upon Polarity’s pending patent or other intellectual property rights, enforcing those rights may be costly, uncertain, difficult and time consuming. Even if successful, litigation to enforce or defend Polarity’s intellectual property rights could be expensive and time consuming and could divert Polarity’s management's attention. Further, bringing litigation to enforce Polarity’s patents subjects Polarity to the potential for counterclaims. In the event that one or more of our patents are challenged, a court or the United States Patent and Trademark Office (“ USPTO ”) may invalidate the patent(s) or determine that the patent(s) is not enforceable, which could harm Polarity’s competitive position. If the USPTO ultimately cancels or narrows the claim in any of Polarity’s patents through these proceedings, it could prevent or hinder Polarity from being able to enforce them against competitors. Such adverse decisions could negatively impact Polarity’s future, expected revenue.

Polarity may become subject to claims of infringement of the intellectual property rights of others, which could prohibit Polarity from developing its treatment, require Polarity to obtain licenses from third parties or to develop non-infringing alternatives, and subject Polarity to substantial monetary damages.

Third parties could assert that Polarity’s procedures infringe their patents or other intellectual property rights. Whether a product infringes a patent or other intellectual property involves complex legal and factual issues, the determination of which is often uncertain. Therefore, Polarity cannot be certain that it has not infringed the intellectual property rights of others. Because patent applications may take years to issue, there also may be applications now pending of which Polarity is unaware that may later result in issued patents that Polarity’s procedure or processes infringe. There also may be existing patents or pending patent applications of which Polarity is unaware that its procedures or processes may inadvertently infringe.

Any infringement claim could cause Polarity to incur significant costs, place significant strain on Polarity’s financial resources, divert management's attention from Polarity’s business and harm Polarity’s reputation. If the relevant patents in such claim were upheld as valid and enforceable and Polarity was found to infringe, Polarity could be prohibited from utilizing any procedure that is found to infringe unless Polarity obtains licenses to use the technology covered by the patent or other intellectual property or is able to design around the patent or other intellectual property. Polarity may be unable to obtain such a license on terms acceptable to it, if at all, and Polarity may not be able to redesign it’s processes to avoid infringement. A court could also order Polarity to pay compensatory damages for such infringement, plus prejudgment interest and could, in addition, treble the compensatory damages and award attorney fees. These damages could be substantial and could harm Polarity’s reputation, business, financial condition and operating results.

Polarity’s business is subject to continuing regulatory compliance by the U.S. Food and Drug Administration (the “FDA”) and other authorities, which is costly and Polarity’s failure to comply could result in negative effects on its business.

The FDA has specific regulations governing tissue-based products, or HCT/Ps. The FDA has broad post-market and regulatory and enforcement powers. The FDA's regulation of HCT/Ps includes requirements for registration and listing of products, donor screening and testing, processing and distribution (“ Current Good Tissue Practices ”), labeling, record keeping and adverse-reaction reporting, and inspection and enforcement.

Even if pre-market clearance or approval is obtained, the approval or clearance may place substantial restrictions on the indications for which the product may be marketed or to whom it may be marketed, may require warnings to accompany the product or impose additional restrictions on the sale and/or use of the product. In addition, regulatory approval is subject to continuing compliance with regulatory standards, including the FDA's quality system regulations.

If Polarity fails to comply with the FDA regulations regarding its tissue regeneration processes, the FDA could take enforcement action, including, without limitation, any of the following sanctions:

●

Untitled letters, warning letters, fines, injunctions, and civil penalties;

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Operating restrictions, partial suspension or total shutdown of procedure;

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Refusing requests for clearance or approval of new procedures;

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Withdrawing or suspending current applications for approval or approvals already granted; and

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Criminal prosecution.

It is likely that the FDA's regulation of HCT/Ps will continue to evolve in the future. Complying with any such new regulatory requirements may entail significant time delays and expense, which could have a material adverse effect on Polarity’s business.

Polarity faces significant uncertainty in the industry due to government healthcare reform.

There have been and continue to be proposals by the Federal Government, State Governments, regulators and third party payers to control healthcare costs, and generally, to reform the healthcare system in the United States. There are many programs and requirements for which the details have not yet been fully established or the consequences are not fully understood. These proposals may affect aspects of Polarity’s business. Polarity also cannot predict what further reform proposals, if any, will be adopted, when they will be adopted, or what impact they may have on Polarity.

Oversight in the industry might affect the manner in which Polarity may compete in the marketplace.

There are laws and regulations that govern the means by which companies in the healthcare industry may market their treatments to healthcare professionals and may compete by discounting the prices of their treatments, including for example, the federal Anti-Kickback Statute, the federal False Claims Act, the federal Health Insurance Portability and Accountability Act of 1996, state law equivalents to these federal laws that are meant to protect against fraud and abuse and analogous laws in foreign countries. Violations of these laws are punishable by criminal and civil sanctions, including, but not limited to, in some instances civil and criminal penalties, damages, fines, exclusion from participation in federal and state healthcare programs, including Medicare and Medicaid. In addition, federal and state laws are also sometimes open to interpretation, and from time to time Polarity may find itself at a competitive disadvantage if Polarity’s interpretation differs from that of our competitors.

Polarity may have significant liability exposure and its insurance may not cover all potential claims.

Polarity is exposed to liability and other claims in the event that its treatment is alleged to have caused harm. Polarity may not be able to obtain insurance for the potential liability on acceptable terms with adequate coverage or at reasonable costs. Any potential product liability claims could exceed the amount of Polarity’s insurance coverage or may be excluded from coverage under the terms of the policy. Polarity’s insurance may not be renewed at a cost and level of coverage comparable to that then in effect.

If the NASDAQ Stock Market determines that the Merger with Polarity and the issuance of the Merger Consideration results in a change of control of the Company, the Company may be required to submit a new application under NASDAQ’s original listing standards and if such application is not approved, the Company’s common stock may be delisted from The NASDAQ Capital Market.

In connection with the Merger, the Company will issue 7,050 shares of Series E Preferred Stock, which are convertible into an aggregate of 7,050,000 shares of the Company’s common stock. NASDAQ Rule 5110(a) provides that a Company must apply for initial listing in connection with a transaction whereby a company combines with a non-NASDAQ entity, resulting in a change of control of such company and potentially allowing the non-NASDAQ entity to effectively obtain NASDAQ listing. In determining whether a change of control has occurred, NASDAQ considers all relevant factors including, changes in management, board of directors, voting power, ownership and financial structure of the Company. If The NASDAQ Stock Market determines that a change of control does in fact result from the consummation of the Merger and the issuance of the Merger Consideration and an original listing application has not been approved prior to the consummation of Merger, the Company will be in violation of NASDAQ Rule 5110(a) and the Company’s common stock could be delisted from The NASDAQ Capital Market.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The disclosure set forth above in Item 1.01 of this Current Report is incorporated by reference herein.

Effective December 1, 2016, Mr. Honig resigned from his position as Chief Executive Officer and Co-Chairman of the Board. Mr. Honig remains a director of the Board.

Effective December 1, 2016, Michael Brauser resigned from his position as Co-Chairman of the Board. Mr. Brauser remains a director of the Board.

Effective December 1, 2016, David Rector, a Class I director, Edward Karr, a Class I director and Andrew Kaplan, a Class II director resigned as members of the Board.

Each director resignation was not the result from any disagreement with the Company, the Company’s management or the Board.

On December 1 2016, the Board appointed Dr. Lough, Dr. Swanson and John Stetson as directors of the Company to fill vacancies created upon the resignations of David Rector, Edward Karr, and Andrew Kaplan. Dr. Lough’s appointment is to serve as a Class I director with a term expiring in 2018, Dr. Swanson’s appointment is to serve as a Class I director with a term expiring in 2018 and Mr. Stetson’s appointment as a Class II director with a term expiring in 2019. Effective December 1, 2016, the Board also appointed Dr. Lough Chief Executive Officer, Chief Scientific Officer and Chairman of the Board and Dr. Swanson as Chief Operating Officer of the Company. The appointment of Dr. Lough and Dr. Swanson is pursuant to their employment agreements also entered into December 1, 2016. Mr. Stetson currently serves as the Company’s Chief Financial Officer.

There are no family relationships between Dr. Lough, Dr. Swanson or Mr. Stetson and any of our other officers and directors.

Set forth below is the biographical information of the newly appointed officers and directors, as required by Item 401 of Regulation S-K.

Denver Lough, 35

From August 2009, Dr. Lough has served as Department of Surgery Faculty and Translational Research Director at Laboratory for Regenerative Medicine and Applied Sciences, Institute for Plastic Surgery Southern Illinois University School of Medicine, and from June 2013, he has served as Director of Biomedical Applications for Laboratory for Craniofacial Regenerative Medicine Johns Hopkins Hospital Department of Plastic and Reconstructive Surgery. In addition, Dr. Lough was a lead research associate in the Vascularized Composite Allotransplantation Laboratory at the Johns Hopkins Hospital Department of Plastic and Reconstructive Surgery and has been a research consultant to the Johns Hopkins Hendrix Burn Research Center. Dr. Lough was assembled as a member among other burn experts as a Taiwanese presidential disaster response team following the largest civilian burn disaster in 2015.

Since 2012 Dr. Lough has been a Plastic & Reconstructive Surgery House Staff Officer at Johns Hopkins University School of Medicine, Department of Plastic & Reconstructive Surgery. Dr. Lough also founded PolarityTE, LLC, PolarityTE, Inc. and Lough & Associates LLC which are engaged in the business of developing intellectual property related to regenerative medicine and related fields. Dr. Lough has received numerous accolades and awards by national societies related to basic and translational science applications in tissue engineering, regenerative medicine, and immunology as well as within solid organ and reconstructive transplantation. We believe that Dr. Lough is qualified to serve as a member of our Board because of his experience in clinical medicine and surgery as well as the development and innovation of technologies related to regenerative medicine and related patents and intellectual property which the Company has reviewed for potential development. Dr. Lough holds an M.D. and PhD in Biochemistry, Molecular and Cell Biology from Georgetown University which he earned in 2012.

Edward Swanson, 31

Following completion of his undergraduate degree in Applied Sciences in Biomedical Sciences at the School of Engineering and Applied Sciences at the University of Pennsylvania, Dr. Swanson received his medical degree from Harvard Medical School, where he attended as a student from August 2008 to May 2012, graduating with honors for his thesis researching surgical outcomes within craniofacial and plastic surgery. From July 2012 until December 2016, Dr. Edward Swanson was a Surgical Resident in Plastic & Reconstructive Surgery in the Department of Plastic and Reconstructive Surgery at The Johns Hopkins University School of Medicine. During his time at Johns Hopkins, he served in a leadership role within the residency, sitting on the Program Evaluation Committee from July 2015 to December 2016 and The Johns Hopkins Hospital Housestaff Patient Safety and Quality Council from July 2014 to June 2015. Dr. Swanson has extensive experience in basic and translational biomedical research, including as a research associate in Wound Healing in the Division of Plastic Surgery at the Brigham and Women’s Hospital and Harvard Medical School from May 2004 to August 2004, thesis student in Traumatic Brain Injury at the University of Pennsylvania from August 2006 to May 2007, research fellow in Pancreatic Cancer Cellular Biology at the Brigham and Women’s Hospital and Harvard Medical School from July 2007 to July 2008, research fellow in Nanomedicine at Harvard Medical School and MIT from May 2008 to August 2008, and research fellow in Vascularized Composite Allotransplantation at the Massachusetts General Hospital and Harvard Medical School during his final year of medical school. In addition, Dr. Swanson directed the large animal translational research as a lead research associate in the Vascularized Composite Allotransplantation Laboratory in the Department of Plastic and Reconstructive Surgery at The Johns Hopkins University School of Medicine form July 2014 to June 2015, overseeing experimental projects funded by multimillion dollar grants. Furthermore, Dr. Swanson has demonstrated national and international leadership throughout the field of plastic and reconstructive surgery at a young age, with greater than 40 peer-reviewed publications, five book chapters, and 30 national/international conference presentations. We believe that Dr. Swanson is qualified to serve as a member of our Board because of his experience in technology related to regenerative medicine and related patents and technology and their clinical applications, which the Company has reviewed for potential development.

John Stetson, 31

Since 2010, John Stetson has been the Managing Member of HS Contrarian Investments LLC, a private investment firm with a focus on early stage companies. In addition, Mr. Stetson served as Executive Vice President, Chief Financial Officer, and Director of Marathon Patent Group, Inc. (MARA), a NASDAQ listed patenting company from June 2012 to February 2015. Mr. Stetson was President and Co-Founder of Fidelity Property Group, Inc. from April 2010 to July 2014, a private real estate company. From September 2015 to the present Mr. Stetson has served as Chief Financial Officer of the Company. Mr. Stetson received his BA in Economics from the University of Pennsylvania. We believe that Mr. Stetson is qualified to serve as a member of our Board because of his skills in finance and public company management and administration.

Item 7.01 Regualation FD Disclosure

The Company has made available a presentation about Polarity’s business, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

The information contained in the presentation is summary information that should be considered in the context of the Company’s filings with the SEC and other public announcements the Company may make by press release or otherwise from time to time. The presentation speaks as of the date of this Report. While the Company may elect to update the presentation in the future to reflect events and circumstances occurring or existing after the date of this Report, the Company specifically disclaims any obligation to do so.

The presentation contains forward-looking statements, and as a result, investors should not place undue reliance on these forward-looking statements.

The information set forth in this Report, including without limitation the presentation, is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
2.1	Form of Agreement and Plan of Reorganization by and between the Company, Majesco Acquisition Corp., PolarityTE, Inc. and Denver Lough dated December 1, 2016*

3.1	Form of Certificate of Designation of Series E Convertible Preferred Stock

10.1	Form of Employment Agreement by and between the Company and Denver Lough dated December 1, 2016

10.2	Form of Employment Agreement by and between the Company and Edward Swanson dated December 1, 2016

10.3	Form of 2017 Equity Incentive Plan

10.4	Form of Stockholders Agreement by and among the Company, Denver Lough, Edward Swanson, PolarityTE, Inc. and certain stockholders of the Company dated December 1, 2016

10.5	Form of Voting Agreement by and among the Company, Denver Lough, Edward Swanson, PolarityTE, Inc. and certain stockholders of the Company dated December 1 2016

10.6	Forn of Warranty Bill of Sale of Laboratory Equipment by and between Acq Corp and Q Therapeutics, Inc. dated November 25, 2016

10.7	Form of Lease by and between the Company and Paradigm Resources, L.C. Lough dated December 1, 2016

99.1	PolarityTE, Inc. presentation dated December 2016

99.2	Press release dated December 8, 2016

* Certain exhibits and schedules to the Agreement and Plan of Reorganization have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

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.

	MAJESCO ENTERTAINMENT COMPANY


Dated: December 7, 2016	/s/ John Stetson
	John Stetson
	Chief Financial Officer

Exhibit 2.1

AGREEMENT AND PLAN OF REORGANIZATION

This AGREEMENT AND PLAN OF REORGANIZATION (this “ Agreement ”), dated as of December 1, is by and among Majesco Entertainment Company ., a Delaware corporation (the “ Parent ”), Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”), Polarityte, Inc., a Nevada Corporation (the “ Company ”), and Denver Lough, the owner of 100% of the issued and outstanding shares of capital stock of Company (the “ Seller ”). Each of the parties to this Agreement is individually referred to herein as a “ Party ” and collectively as the “ Parties .”

BACKGROUND AND RECITALS

The Company has Ten Thousand (10,000) shares of common stock, par value $0.001 per share (the “ Company Shares ”) outstanding, all of which are held by Seller. In connection with a recapitalization of Parent, and subject to the terms and conditions of this Agreement, including without limitation the closing of the Transactions (as defined below) and execution and delivery of the Constituent Agreements (as defined below), the parties hereto have agreed to effect the merger of Merger Sub with and into the Company (the “ Merger ”) pursuant to the terms of this Agreement.

As a result of the Merger, among other effects, the Company Shares will be canceled and exchanged for an aggregate of 7,050 shares of Series E Preferred Stock (the “ Preferred E Stock ”) pursuant to a Certificate of Designation substantially in the form of Exhibit A hereto, convertible into seven million fifty thousand (7,050,000 ) newly issued shares of common stock (the “ Parent Stock ”), par value $0.001 per share, of the Parent, (the “ Parent Common Stock ”) and the Company will be the entity surviving the Merger, with such Preferred E Stock having a right to vote on all matters put to vote of the shareholders of the Company on the basis of 2 votes for every 1 share of Common Stock into which such Preferred E Stock shall then be convertible, as adjusted for stock splits, recapitalization, stock dividends and similar events affecting the rights of stockholders equally.

The Merger is intended to constitute a reorganization within the meaning of the Internal Revenue Code of 1986, as amended (the “ Code ”), or such other tax free reorganization or restructuring provisions as may be available under the Code:

Seller is the owner of that certain invention described more fully below, and which relates to “Methods for Development and Use of Minimally Polarized Functions Cell Micro-Aggregate Units in Tissue Applications Using LGR4, LGR5 and LGR6 Expressing Epithelial Stem Cells”, (a.k.a the Purchased Patents); and

Seller has assigned the application for the Purchased Patents, together with all related intellectual property, (a.k.a. the Purchased Intellectual Property) to the Company which is contemplated to be acquired by Parent by virtue of the transactions contemplated herein, upon satisfaction of the conditions to Closing set forth herein and in the Transaction Documents; and

Seller has agreed Company will merge with Merger Sub, with Company as the surviving entity; and

Seller and Company acknowledge that the transactions contemplated hereby are subject to various actions and events that are not under the control of Seller and Company: (i) the Parent obtaining approval from its stockholders by the affirmative approval of the Merger and issuance of the Preferred E Stock; (ii) acquisition of appropriate laboratory and other equipment for the business of the Company and the development of the technology; (iii) leasing of new commercial space for use in the business of the Company for testing, laboratory work, and other operational space; (iv) the negotiation and execution by the Parent of executive employment agreements with certain key employees of the Company; and (v) raising of additional capital to be used by the Company in the development of the Patent and the related intellectual property and for corporate and general working capital purposes.

Seller intends that the Merger of Company and Merger Sub, and the Closing of all related transactions, will proceed if and when the conditions described above and the other conditions of Closin g set forth herein, have been met.

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The Board of Directors of each of the Parent and the Company has determined that it is desirable to effect this plan of reorganization and Merger.

Concurrent with and as a condition to the closing of the Merger, the Parent will enter into employment agreements with each of Denver Lough and Edward Swanson (collectively the “ Executives ”), in the forms attached as Exhibit B and Exhibit C , respectively, to serve as Chairman and Chief Executive Officer/Chief Scientific Officer and President, respectively, of Parent (collectively, the “ Employment Agreements ”), the Seller, Company and Executives shall execute a stockholders agreement, in the form attached hereto as Exhibit D (the “ Stockholder Agreement”) and certain holders of Parent capital stock shall execute a voting agreement, in the form attached hereto as Exhibit E (the “ Voting Agreements ”) and the Parent shall have obtained the affirmative vote of its stockholders approving the transactions in accordance with NASDAQ Rules which require stockholder approval in a transaction intended to be tax-free as an “A” Reorganization of the Company or other exempt transaction. The Employment Agreements, the Stockholder Agreement and the Voting Agreements shall collectively be referred to herein as the “ Constituent Agreements ”.

Concurrent with and as a condition to the Merger, Parent will issue authorized but unissued shares of Preferred E Stock in conjunction with the Merger and the transactions and recapitalization discussed herein (collectively the “ Transactions ”).

The Parties intend for the Transactions to occur at a concurrent closing upon execution and delivery of this Agreement and the Constituent Agreements and for the Parent Stock issuable upon conversion of the Preferred E Stock issued pursuant to the Merger to represent immediately after the Closing of the Merger 50% issued and outstanding shares of Parent Common Stock after giving effect to the Transactions.

Terms not otherwise defined herein shall have the meanings ascribed to such terms on Schedule A hereto.

AGREEMENT

NOW THEREFORE, based on the foregoing premises and for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties hereto intending to be legally bound hereby agree as follows:

ARTICLE I

Exchange of Shares

SECTION 1.01 The Merger . At the Closing (as defined in Section 1.02), subject to the terms and conditions of this Agreement, Merger Sub shall merge with and into the Company in accordance with applicable provisions of the Delaware General Corporation law (“ DGCL ”) and the Nevada Revised Statutes (“ NRS ”), the separate existence of Merger Sub shall cease and the Company shall survive and continue to exist as a corporation under the NRS (the “ Surviving Company ”) under the name “Polarityte, Inc.”. The Articles of Incorporation of Surviving Entity as on file with the Nevada Secretary of State, as in force and effect immediately prior to the Effective Time of the Merger, shall continue to be the Articles of Incorporation of Surviving Entity until duly amended in accordance with the provisions thereof and applicable law. The managers and officers of the Company shall be the managers and officers of the Surviving Company. Upon consummation of the Merger, the Seller, directors and officers of the Surviving Entity shall take all necessary action to reflect the Parent as the sole stockholder of the Surviving Entity.

SECTION 1.02 Effect of the Merger . At the Effective Time of the Merger (as defined herein), the effect of the Merger shall be as provided in the NRS. Without limiting the generality of the foregoing, at the Effective Time of the Merger all the property, rights, privileges, powers and franchise of the Merger Sub shall vest in the Surviving Company, and all debts, liabilities and duties of the Merger Sub shall become the debts, liabilities and duties of the Surviving Company.

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SECTION 1.03 Effective Time of the Merger . The parties shall cause a Certificate of Merger required by the NRS relating to the Merger in the form attached hereto as Exhibit F to be filed with the Secretary of State of the State of Nevada pursuant to the NRS on the Closing Date and such other documentation and filings to be filed with the Secretary of State of the State of Delaware pursuant to the DGCL. The Merger provided for herein shall become effective upon such filings or on such date as may be specified therein (the “ Effective Time of the Merger ”).

SECTION 1.04 Conversion of Company Shares . At the Effective Time of the Merger, automatically by virtue of the Merger and without any action on the part of any Person: (i) each share of Merger Sub that is issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger, be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Company; and (ii) all of the shares of common stock of the Company shall be converted by virtue of the Merger, into the Preferred E Stock, as provided herein. A certificate representing the Preferred E Stock shall be delivered to Seller at the Effective Time of the Merger pursuant to the terms of this Agreement.

SECTION 1.05 Closing . The closing (the “ Closing ”) of the Transactions shall take place on such date, time and location as shall be mutually determined by the Company and Parent upon the satisfaction of all conditions set forth herein (the “ Closing Date ”).

ARTICLE II

Representations and Warranties of Seller

Except as may be disclosed in Seller’s Disclosure Letter (“ Seller Disclosure Schedule ”), (it being understood and agreed that disclosure of any event, item or occurrence set forth in the Seller Disclosure Schedule shall apply to, qualify or modify the Section or subsection to which it corresponds and each of the other Sections of this Agreement to the extent the relevance of such disclosure to such other Section or subsection is reasonably apparent from the text and nature of such disclosure) Seller hereby represents and warrants to the Parent, as follows:

SECTION 2.01 Good Title . Seller is the record and beneficial owner of, and has good and marketable title to the Company Shares. Seller owns the Company Shares free and clear of any and all liens, claims, encumbrances, preemptive rights, right of first refusal and adverse interests of any kind. Upon registering of the Parent as the new owner of such Company Shares in the register of the Company, the Parent will receive good title to such Company Shares, free and clear of all liens, security interests, pledges, equities and claims of any kind, voting trusts, agreements among members and other encumbrances (collectively, “ Liens ”). The Company Shares are and will be at Closing, all of the Company Shares of the Company.

SECTION 2.02 Power and Authority . Seller has the requisite power and authority to enter into this Agreement. Seller has obtained all requisite approvals to enter into this Agreement and consummate the Transactions contemplated by this Agreement. This Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity (regardless of whether enforcement is sought in equity or at law). No consent, approval or agreement of any individual or entity is required to be obtained by Seller in connection with the execution and performance by Seller of this Agreement or the execution and performance by Seller of any agreements, instruments or other obligations entered into in connection with this Agreement.

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SECTION 2.03 No Conflicts . The execution and delivery of this Agreement by Seller and the performance by Seller of its obligations hereunder in accordance with the terms hereof: (i) will not require the consent of any third party (other than its members) or any federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (“ Governmental Entity ”) under any statutes, laws, ordinances, rules, regulations, orders, writs, injunctions, judgments, or decrees (collectively, “ Laws ”); (ii) will not violate any Laws applicable to the Seller.

SECTION 2.04 No Finder’s Fee . Neither Seller nor the Company has created any obligation for any finder’s, investment banker’s, financial advisory, or broker’s fee in connection with the Transactions that the Company or the Parent will be responsible for.

SECTION 2.05 Purchase Entirely for Own Account. The Preferred E Stock and underlying Parent Stock proposed to be acquired by Seller hereunder will be acquired for investment for its own accounts, and not with a view to the resale or distribution of any part thereof, and Seller has no present intention of selling or otherwise distributing the Preferred E Stock or underlying Parent Stock except in compliance with applicable securities laws.

SECTION 2.06 Available Information . Seller has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the Parent.

SECTION 2.07 Non-Registration . Seller understands that the shares of Preferred E Stock and underlying Parent Stock have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Seller’s representations as expressed herein.

SECTION 2.08 Restricted Securities . Seller understands that the Preferred E Stock and underlying Parent Stock is characterized as “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by Seller pursuant hereto, the Preferred E Stock and underlying Parent Stock would be acquired in a transaction not involving a public offering. Seller further acknowledges that if the Preferred E Stock and underlying Parent Stock is issued to Seller in accordance with the provisions of this Agreement, such Preferred E Stock and underlying Parent Stock may not be resold without registration under the Securities Act or the existence of an exemption therefrom. Seller represents that it is familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

SECTION 2.09 Legends . It is understood that the shares of Preferred E Stock and underlying Parent Stock will bear the following legend or another legend that is similar to the following:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.

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THESE SECURITIES ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS AGREEMENT AND MAY NOT BE TRANSFERRED, SOLD OR ASSIGNED OTHER THAN AS PERMITTED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

and any legend required by the “blue sky” laws of any state to the extent such laws are applicable to the securities represented by the certificate so legended.

SECTION 2.10 Accredited Investor . Seller is or upon Closing will be an “accredited investor” within the meaning of Rule 501 under the Securities Act. Seller and Company have been furnished with or have had access to such information and materials as have been requested by Seller and Company. In addition, Seller and Company may have received in writing from Parent such other information concerning its operations, financial condition prospects and other matters as Seller and Company have requested in writing, (such other information is collectively, the " Other Written Information "), and considered all factors Seller and Company deem material in deciding on the advisability of entering into the transactions contemplated herein including investing in the Preferred E Stock and the underlying Parent Stock.

Information on Seller and Company . Seller and Company are experienced in investments and business matters, have made investments of a speculative nature and have purchased securities of United States publicly-owned companies in private placements in the past and, alone or with their representatives, have such knowledge and experience in financial, tax and other business matters as to enable Seller and Company to utilize the information made available by the Parent and Merger Sub to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase and other transactions contemplated herein, which represents a speculative investment. Seller and Company have the authority and are duly and legally qualified to purchase and own the Preferred E Stock and underlying Parent Stock. Seller and Company are able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.

SECTION 2.11 Litigation. There is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any agency, court or tribunal, foreign or domestic, or, to Seller’s knowledge, threatened against the Company, or any of the Company’s assets or properties. There is no judgment, decree or order against Seller or the Company that could prevent, enjoin, alter or delay any of the transactions contemplated by this Agreement. There are no material claims, actions, suits, proceedings, inquiries, labor disputes or investigations pending or, to Seller’s or Company’s knowledge, threatened against Seller or the Company or any of the Company's assets, at law or in equity or by or before any governmental entity or in arbitration or mediation. No bankruptcy, receivership or debtor relief proceedings are pending or, to Seller’s knowledge, threatened against the Company. The Company has complied with, is not in violation of, and has not received any notices of violation with respect to, any federal, state, local or foreign Law, judgment, decree, injunction or order, applicable to it, the conduct of its business, or the ownership or operation of its business the violation of which would cause or would reasonably likely cause a Company Material Adverse Effect (as defined below). The Seller and Company have access to and has reviewed the Parent’s filings with the Securities and Exchange Commission, at WWW.SEC.GOV, including the “Risk Factors” contained therein.

SECTION 2.12 Stockholder Agreement . At Closing, the Seller, Parent, Company and any other persons or entities receiving securities of the Parent issued at or in connection with Closing shall execute and deliver a Stockholder Agreement in the form attached hereto as Exhibit E , to the Parent and such other persons identified therein.

SECTION 2.13 Intellectual Property Matters .

(a) Inventor . The inventor listed on the face of the Purchased Patent is the sole inventor with respect to the Purchased Intellectual Property.

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(b) Ownership . Company exclusively owns all right, title and interest in and to the Purchased Intellectual Property, including the Patent Technology, free of all liens, claims, licenses, covenants, encumbrances and interests. There exist no facts or circumstances that are likely to give rise to any defect, lien, or encumbrances on the Purchased Intellectual Property;

(c) No Rights Granted . No right or license has been or is authorized or required to be granted under or to any Purchased Intellectual Property, and neither the Seller nor the Company has granted any right, license, covenant, consent, or privilege to any third party with respect to the Purchased Intellectual Property, or otherwise undertaken any action which would conflict in any respect with the rights granted to Merger Sub set forth in this Agreement;

(d) Standards Setting Organizations . There exists no standards setting organizations of which Seller or Company, is or was a member or has participated and which may have intellectual property terms, conditions or policies that may impact one or more Purchased Patents;

(e) Governmental Rights . No governmental entity, governmental agency or university has any right, title, or interest in or to any of the Purchased Intellectual Property. No governmental entity, governmental agency or university funding was received, or resources or facilities from any governmental entity, governmental agency or university was used, in connection with the conception, development or reduction to practice of any invention disclosed in any Purchased Intellectual Property, including any Purchased Patents;

(f) Lawsuits and Other Proceedings . No Purchased Intellectual Property has been involved in any past or pending action, suit, investigation, claim or proceeding (including any reexamination, derivation, or revocation proceeding), nor to the knowledge of Seller has any Purchased Intellectual Property been threatened with any such action, suit, investigation, claim or proceeding, nor do grounds exist for such action, suit, investigation, claim or proceeding, other than those set forth in Seller’s Disclosure Schedules;

(g) Statutory Bars . No acts of Seller or the Company, or any party acting on behalf of or at the direction of Seller or the Company, have invalidated or will invalidate any Purchased Patent under the laws of any jurisdiction (including under 35 U.S.C. §102) including through (i) disclosure of the invention or circulation of a printed publication that describes the claimed invention, (ii) public use of the claimed invention, or (iii) sale or offer for sale of the claimed invention more than one year prior to the application for such patent;

(h) Invalidity and Unenforceability . Neither the Company nor the Seller has received any information, notice, or claim challenging or questioning the validity or enforceability or alleging the misuse of any Purchased Patent that has not been disclosed, in writing, to Seller or the Company. No acts of Seller, Company or Seller’s or Company’s respective representatives have committed fraud upon the United States Patent and Trademark Office or any other patent office with regard to any Purchased Patent. Neither the Seller nor the Company has any information qualifying as prior art that would invalidate any of the Purchased Patents. Neither the Seller nor the Company has committed any illegal tying, illegal term extension, patent misuse, other illegal anti-competition activities, laches, estoppel, waiver, inequitable conduct in violation of 35 CFR 1.56 or other law, in each case, that, if litigated, would result in the unenforceability or invalidity of any Purchased Patents;

(i) No Misappropriation or Infringement of Purchased Intellectual Property . No third party has infringed or misappropriated any Purchased Intellectual Property. Neither the Seller nor the Company has put any third party on notice of actual or potential infringement of any Purchased Intellectual Property, other than those set forth in Seller’s Disclosure Schedules ;

(j) All Rights Transferred . There are no intellectual property or other rights of Seller or Company that are not assigned hereunder and are necessary to make, have made, use, sell, offer to sell, export or import or otherwise exploit, or transfer physical possession of or title in the Patent Technology; and

(k) Freedom to Operate . No claim or litigation has been brought or to the knowledge of Seller, is threatened to be brought by any third party alleging that use of the Purchased Intellectual Property infringes or otherwise conflicts or interferes with any intellectual property or proprietary right of any third party.

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(l) Docket . The docket and other Patent Documents provided by Seller are true and correct in all material respects;

(m) Fees . All maintenance, renewal, application, legal, expert, patent agent and other fees required to prepare and file or maintain the validity of the Patent has been paid in full until the date sixty days after the Closing Date and Seller will indemnify and hold harmless Parent and Merger Sub for any and all claims;

(n) Small Entity Status . No “small entity” or “micro entity” fees were paid for any Patent where such fees were not available for such Patent at such time under applicable law;

(o) Upcoming Required Actions . There are no known actions that must be taken within 120 days after the Closing Date, including the payment of any filing, registration, maintenance or renewal fees or the filing of any responses to office actions, documents, applications or certificates for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Patent;

(p) Royalties . There are no royalties or honoraria payable by Seller or Company to any third party by reason of the ownership, use, possession, license, sale, or disposition of any Patent;

(q) Broker’s Fees . Neither Seller, the Company nor any of their respective Affiliates has knowledge of, and has taken no action which would give rise to, any claim for a broker’s or finder’s fee to be paid by Merger Sub in connection with the consummation of the transactions provided for hereunder.

(r) All Rights Transferred . There are no intellectual property or other rights of Seller that are not assigned hereunder and are necessary to make, have made, use, sell, offer to sell, export or import or otherwise exploit, or transfer physical possession of or title in the Purchased Intellectual Property.

ARTICLE III

Representations and Warranties of the Company and Seller

The Company and Seller, jointly and severally, represent and warrant to the Parent as provided below, except as set forth in a schedule (the “ Company Disclosure Schedule ”) (it being understood and agreed that disclosure of any event, item or occurrence set forth in the Company Disclosure Letter shall apply to, qualify or modify the Section or subsection to which it corresponds and each of the other Sections of this Agreement to the extent the relevance of such disclosure to such other Section or subsection is reasonably apparent from the text and nature of such disclosure). For purposes of this Agreement a “Company Material Adverse Effect” shall mean a sustained material adverse change or event in the business, results of operations, or financial condition of the Company or adversely affecting the ability of the Company to perform its obligations under this Agreement or on the ability of the Company to consummate the Transactions. For purposes of this clause, a “Company Material Adverse Effect” shall not include any effects, events, developments or changes arising out of or resulting from (A) changes or conditions in the U.S. or global economy or capital or financial markets generally, including changes in interest or exchange rates, (B) changes in the industries in which the Company operates, (C) changes in general legal, tax, regulatory, political or general economic conditions affecting the Company in each case, proposed, adopted or enacted after the date hereof, or the interpretation or enforcement thereof, with the exception of any law that would prevent the business of the Company to be concluded in the ordinary course and in accordance with past practice or that would prevent or substantially impair the consummation of the Transactions, (D) natural disasters, (E) the commencement, occurrence, continuation or intensification of any war, sabotage, armed hostilities or acts of terrorism, (F) any action taken by Parent or its affiliates in bad faith or in violation of this Agreement, or (G) any matter fully, fairly, and specifically disclosed in the Company Disclosure Schedule.

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SECTION 3.01 Organization, Standing and Power . The Company is duly organized, validly existing and in good standing under the laws of the State of Nevada and has the requisite organizational power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own, lease or otherwise hold its properties and assets and to conduct its businesses as presently conducted, other than such franchises, licenses, permits, authorizations and approvals the lack of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company is duly qualified to do business in each jurisdiction where the nature of its business or its ownership or leasing of its properties make such qualification necessary, except where the failure to so qualify would not reasonably be expected to have a Company Material Adverse Effect. The Company has delivered to the Parent true and complete copies of the articles of incorporation and bylaws of the Company, each as amended to the date of this Agreement (as so amended, the “ Company Charter Documents ”). The Company owns or controls, directly or indirectly, all of the capital stock or comparable equity interests of each subsidiary (each, a “ Subsidiary ”) listed in the Company Disclosure Schedule, free and clear of any lien, and all issued and outstanding shares of capital stock or comparable equity interest of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights.

SECTION 3.02 Capital Structure . The authorized capital structure of the Company consists of Ten Thousand (10,000) shares of common stock par value $0.001 per share, all of which are outstanding and owned by Seller. No other shares of capital stock of the Company are issued, reserved for issuance or outstanding. All outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the applicable corporate laws of its state of formation, the Company Charter Documents or any Contract (as defined in Section 3.04) to which the Company is a party or otherwise bound. There are no bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which holders of shares of capital stock of the Company may vote (“ Voting Company Debt ”). Except as otherwise set forth herein, as of the date of this Agreement, there are no options, warrants, rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, stock-based performance units, commitments, Contracts, arrangements or undertakings of any kind to which the Company is a party or by which the Company is bound (i) obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional capital stock or other equity interests in, or any security convertible or exercisable for or exchangeable into any capital stock or other equity interest in, the Company or any Voting Company Debt, (ii) obligating the Company to issue, grant, extend or enter into any such option, warrant, call, right, security, commitment, Contract, arrangement or undertaking or (iii) that give any person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights occurring to holders of capital stock of the Company.

SECTION 3.03 Authority; Execution and Delivery; Enforceability . The Company has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the performance of its obligations under this Agreement have been duly authorized and approved by the Board of Directors of the Company and no other proceedings on the part of the Company are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights in general and by general principles of equity (regardless of whether enforcement is sought in equity or at law). No consent, approval or agreement of any individual or entity is required to be obtained by the Company in connection with the execution and performance by the Company of this Agreement or the Constituent Agreements or the execution and performance by the Company of any agreements, instruments or other obligations entered into in connection with this Agreement.

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SECTION 3.04 No Conflicts; Consents .

(a) The execution and delivery by the Company of this Agreement does not, and the consummation of the Transactions and compliance with the terms hereof and thereof will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company under any provision of (i) the Company Charter Documents, (ii) any material contract, lease, license, indenture, note, bond, agreement, permit, concession, franchise or other instrument (a “ Contract ”) to which the Company is a party or by which any of its respective properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.04(b), any material judgment, order or decree (“ Judgment ”) or material Law applicable to the Company or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Except for required filings with the Securities and Exchange Commission (the “ SEC ”) and applicable “Blue Sky” or state securities commissions, no material consent, approval, license, permit, order or authorization (“ Consent ”) of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance of this Agreement or the performance by the Company of its obligations under this Agreement.

SECTION 3.05 Taxes .

(a) The Company has timely filed, or has caused to be timely filed on its behalf, all Tax Returns required to be filed by it, and all such Tax Returns were correct and complete in all material respects except to the extent any failure to file or any inaccuracies in any filed Tax Returns, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All Taxes shown to be due on such Tax Returns, or otherwise owed, have been timely paid, except to the extent that any failure to pay, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

(b) If applicable, the Company has established an adequate reserve reflected on its financial statements for all Taxes payable by the Company (in addition to any reserve for deferred Taxes to reflect timing differences between book and Tax items) for all Taxable periods and portions thereof through the date of such financial statements. No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company, and no requests for waivers of the time to assess any such Taxes are pending, except to the extent any such deficiency or request for waiver, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.

“ Taxes ” includes all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a local, municipal, governmental, state, foreign, federal or other Governmental Entity, or in connection with any agreement with respect to Taxes, including all interest, penalties and additions imposed with respect to such amounts.

“ Tax Return ” means all federal, state, local, provincial and foreign Tax returns, declarations, statements, reports, schedules, forms and information returns and any amended Tax return relating to Taxes.

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SECTION 3.06 Benefit Plans . Except as set forth in the Company Disclosure Schedule, the Company does not have or maintain any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, share ownership, share purchase, share option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of the Company (collectively, “ Company Benefit Plans ”). As of the date of this Agreement, except as set forth in the Company Disclosure Schedule, there are no employment, consulting, indemnification, severance or termination agreements or arrangements between the Company and any current or former employee, officer or director of the Company, nor does the Company have any general severance plan or policy.

SECTION 3.07 Litigation . There is no action, suit, inquiry, notice of violation, proceeding (including any partial proceeding such as a deposition) or investigation pending or threatened in writing against or affecting the Company, or any of its properties before or by any court, arbitrator, governmental or administrative agency, regulatory authority (federal, state, county, local or foreign), stock market, stock exchange or trading facility (“ Action ”). Neither the Company nor any director or officer thereof (in his or her capacity as such), is or has been the subject of any Action involving a claim or violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty.

SECTION 3.08 Compliance with Applicable Laws . To the best of its knowledge, the Company is in material compliance with all applicable Laws, except for instances of noncompliance that, individually and in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 3.08 does not relate to matters with respect to Taxes, which are the subject of Section 3.05.

SECTION 3.09 Brokers; Schedule of Fees and Expenses . No broker, investment banker, financial advisor or other person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Parent or the Company is obligated in connection with the Transactions based upon arrangements made by or on behalf of the Company.

SECTION 3.10 Contracts . Except as disclosed in the Company Disclosure Schedule, there are no Contracts that are material to the business, properties, assets, financial condition, results of operations or prospects of the Company and its Subsidiaries taken as a whole. The Company is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any Contract to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. The Company’s execution of this Agreement and the consummation of the Transactions contemplated herein would not violate any Contract to which the Company or any of its Subsidiaries is a party nor will the execution of this Agreement or the consummation of the Transactions consummated hereby violate or trigger any “change in control” provision or covenant in any Contract to which the Company or any Subsidiary is a party.

SECTION 3.11 Title to Properties . Except as set forth in the Company Disclosure Schedule, the Company does not own any real property. The Company has sufficient title to, or valid leasehold interests in, all of its properties and assets used in the conduct of its businesses. All such assets and properties, other than assets and properties in which the Company has leasehold interests, are free and clear of all Liens other than those Liens that, in the aggregate, do not and will not materially interfere with the ability of the Company to conduct business as currently conducted or result in or would reasonably be expected to result in a Company Material Adverse Effect.

SECTION 3.12 Intentionally omitted.

SECTION 3.13 Insurance . Except as set forth on the Company Disclosure Schedule, the Company does not hold any insurance policy.

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SECTION 3.14 Transactions With Affiliates and Employees . Except as set forth in the Company Disclosure Schedule, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

SECTION 3.15 Application of Takeover Protections . The Company is not subject to any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company Charter Documents or the laws of its state of incorporation that is or could become applicable to Seller as a result of Seller, the Parent and the Company fulfilling their obligations or exercising their rights under this Agreement, including, without limitation, the issuance of the Preferred E Stock and underlying Parent Stock and Seller’ ownership of the Preferred E Stock and underlying Parent Stock.

SECTION 3.16 Labor Matters . Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company believes that its and its Subsidiaries’ relations with their respective employees are good. The Company and its Subsidiaries are in compliance with all federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.

SECTION 3.17 ERISA Compliance; Excess Parachute Payments . The Company does not, and since its inception never has, maintained, or contributed to any “employee pension benefit plans” (as defined in Section 3(2) of ERISA), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) or any other Company Benefit Plan for the benefit of any current or former employees, consultants, officers or directors of Company.

SECTION 3.18 No Additional Agreements . The Company does not have any agreement or understanding with Seller with respect to the Transactions other than as specified in this Agreement.

SECTION 3.19 Investment Company . The Company is not, and is not an affiliate of, and immediately following the Closing will not have become, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

SECTION 3.20 Disclosure . All disclosure provided to the Parent regarding the Company, its business and the Transactions, furnished by or on behalf of the Company (including the Seller’s and Company’s representations and warranties set forth in this Agreement and the Company Disclosure Schedule) are true and correct in all material respects and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

SECTION 3.21 Absence of Certain Changes or Events . Except in connection with the Transactions and as disclosed in the Company Disclosure Schedule, since inception, the Company has conducted its business only in the ordinary course, and there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Company, except changes in the ordinary course of business that have not caused, in the aggregate, a Company Material Adverse Effect;

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(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Company Material Adverse Effect;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Company Material Adverse Effect;

(e) any material change to a material Contract by which the Company or any of its assets is bound or subject;

(f) any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and does not materially impair the Company’s ownership or use of such property or assets;

(g) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

(h) any alteration of the Company’s method of accounting or the identity of its auditors;

(i) any declaration or payment of dividend or distribution of cash or other property to Seller or any purchase, redemption or agreements to purchase or redeem any Company Shares;

(j) any issuance of equity securities to any officer, director or affiliate; or

(k) any arrangement or commitment by the Company to do any of the things described in this Section.

SECTION 3.22 Foreign Corrupt Practices . Neither the Company, nor, to the Company’s knowledge, any director, officer, agent, employee or other person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

SECTION 3.23 Licenses and Permits . The Company has obtained and maintains all federal, state, local and foreign licenses, permits, consents, approvals, registrations, memberships, authorizations and qualifications required to be maintained in connection with the operations of the Company as presently conducted and as proposed to be conducted the absence of which has caused or is reasonably likely to cause a Company Material Adverse Effect. The Company is not in default under any of such licenses, permits, consents, approvals, registrations, memberships, authorizations and qualifications except for such defaults that have not caused or would not reasonably be likely to result in a Company Material Adverse Effect.

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SECTION 3.24 Environmental Laws . The Company and each Subsidiary (i) is in compliance in all material respects with any and all Environmental Laws (as hereinafter defined), (ii) has received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) is in compliance in all material respects with all terms and conditions of any such permit, license or approval where, in each of the foregoing clauses (i), (ii) and (iii), the failure to so comply would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect. The term “ Environmental Laws ” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “ Hazardous Materials ”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

SECTION 3.25 Indebtedness . Except as disclosed in the Company Disclosure Schedule, neither the Company nor any Subsidiary (i) has any outstanding Indebtedness (as defined below), (ii) is in violation of any term of or is in default under any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Company Material Adverse Effect, and (iii) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company's officers, has or is expected to have a Company Material Adverse Effect. For purposes of this Agreement: (x) “ Indebtedness ” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) “ Contingent Obligation ” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, a government or any department or agency thereof and any other legal entity.

SECTION 3.26 Money Laundering . The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.

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SECTION 3.27 Management . During the past five year period, no current officer or director or, to the knowledge of the Company, no former officer or director or current ten percent (10%) or greater member of the Company or any of its Subsidiaries has been the subject of:

(a) a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before the filing of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within two years before the time of the filing of such petition or such appointment;

(b) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving while intoxicated or driving under the influence);

(c) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice; or

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;

(d) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated with persons engaged in any such activity;

(e) a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended or vacated; or

(f) a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

SECTION 3.28 Public Utility Holding Act . None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate” of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.

SECTION 3.29 Federal Power Act . None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under the Federal Power Act, as amended.

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SECTION 3.30 No Undisclosed Events, Liabilities, Developments or Circumstances . To the best knowledge of the Company or the Seller, no event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that in the reasonable judgment of the Company (i) has not already been made known to the Parent; or (ii) could have a Company Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, the Company has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise). The Company Disclosure Schedule sets forth all financial and contractual obligations and liabilities (including any obligations to issue membership interests or other securities of the Company) due after the date hereof.

SECTION 3.31 No Other Representations or Warranties . Except for the representations and warranties contained in Article II and Article III of this Agreement, neither Seller nor the Company has made any representation or warranty, express or implied, concerning the Company, its financial condition, results of operations, assets, or prospects, and such representations and warranties supersede any prior statements made by any person regarding the Transactions.

ARTICLE IV

Representations and Warranties of the Parent and Merger Sub

Representations and Warranties of Parent and Merger Sub . Parent and Merger Sub, jointly and severally, represent and warrant to Seller that all of the statements contained in this Article IV are true as of the date of this Agreement (or, if made as of a specified date, as of such date) except, in each case, as (a) set forth in Parent Disclosure Schedules attached to this Agreement (the “ Parent Disclosure Schedules ”); or (b) as otherwise provided in this Agreement. For purposes of the representations and warranties of Parent contained in this Article IV, disclosure in any SEC filing or report of Parent and disclosure in any section of Parent Disclosure Schedules (which may reference specific public reports of Parent which are applicable to the particular section hereof) of any facts or circumstances shall be deemed to be an adequate response and disclosure of such facts or circumstances with respect to all representations or warranties by Parent calling for disclosure of such information, whether or not such disclosure is specifically associated with or purports to respond to one or more or all of such representations or warranties, if it is reasonably apparent on the face of Parent Disclosure Schedules such disclosure is applicable. The inclusion of any information in any section of Parent Disclosure Schedules by Parent shall not be deemed to be an admission or evidence of materiality of such item, nor shall it establish a standard of materiality for any purpose whatsoever.

SECTION 4.01 Organization . Parent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and its wholly-owned subsidiary, Merger Sub, is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Parent and Merger Sub are referred to collectively in this Agreement as the “ Majesco Entities .” Each of the Majesco Entities has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there are no other jurisdictions in which it is not so qualified in which the character and location of the assets owned by it or the nature of the material business transacted by it requires qualification, except where failure to do so would not have a material adverse effect on its business, operations, properties, assets or condition. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of the articles/certificate of incorporation or bylaws of any of the Majesco Entities or other agreement to which any Majesco Entity is a party or by which it is bound. True, correct and complete copies of the articles/certificate of Incorporation and Bylaws of each of the Majesco Entities, each as amended or restated as of the date hereof, have been provided to Seller and are included in Parent Disclosure Schedules. Except for the ownership of Merger Sub by Parent or as otherwise set forth in the Parent SEC Documents, none of the Majesco Entities has any wholly or partially owned subsidiaries, or owns any economic, voting or management interests in any other person.

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SECTION 4.02 Due Authorization . Subject to approval by its stockholders, the Majesco Entities have full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Majesco Entities of this Agreement have been duly and validly authorized by the board of directors of the Majesco Entities, and, other than approval by its stockholders and by The NASDAQ Stock Market of the listing of the Parent Stock underlying the Preferred E Stock, which shall have occurred prior, and as a condition to, the Closing, no other actions or proceedings on the part of the Majesco Entities are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement constitutes the legal, valid and binding obligation of each of the Majesco Entities, enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization or other laws from time to time in effect which affect creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

SECTION 4.03 Capitalization of Parent . The authorized capitalization of Parent consists of 250,000,000 shares of common stock, $0.001 par value, of which 2,782,963 shares are issued and outstanding as of the date of this Agreement and 10,000,000 shares of preferred stock, par value $0.001 of which, as of the date of this Agreement: (i) 8,830,000 shares are designated as Series A Convertible Preferred Stock of which 7,138,158 are outstanding and convertible into 1,189,693 shares of Parent Stock; (ii) 54,250 shares are designated as Series B Convertible Preferred Stock of which 54,201.71 are outstanding and convertible into 903,362 shares of Parent Stock; (iii) 26,000 shares are designated as Series C Convertible Preferred Stock of which 25,763.53 are outstanding and convertible into 429,392 shares of Parent Stock; and (iv) 170,000 shares are designated as Series D Convertible Preferred Stock of which 156,332 are outstanding and convertible into 260,553 shares of Parent Stock. All issued and outstanding shares of Parent are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other right of any person. There are no dividends or other amounts due or payable with respect to any of the shares of capital stock of Parent. There are no existing warrants, options, calls, or commitments of any nature relating to the authorized and unissued shares of Parent to which Parent is a party, except for (i) outstanding common stock purchase warrants that entitle the holders to purchase up to 187,500 shares of Parent common stock at an exercise price of $6.90 per share at any time on or before April 19, 2018, which will be exercised prior to Closing and (ii) outstanding options to purchase up to 390,346 shares of Parent Stock of which 171,349 of such options are unvested as of the date hereof.

SECTION 4.04 SEC Reports; Financial Statements .

(a) Parent has filed all forms, reports and documents (including all Exhibits) required to be filed by it with the SEC since it became subject to the reporting requirements of section 13 or 15(d) of the Exchange Act, including any amendments or supplements thereto (collectively, including any such forms, reports and documents filed after the date hereof, the “ Parent SEC Reports ”) and, with respect to Parent SEC Reports filed by Parent after the execution hereof and prior to the Closing Date, will deliver or make available, to Seller all of its Parent SEC Reports in the form filed with the SEC. Parent SEC Reports (i) were (and any Parent SEC Reports filed after the execution hereof will be) in all material respects prepared in accordance with the requirements of the Securities Act or the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), as the case may be, and the rules and regulations promulgated thereunder, and (ii) as of their respective filing dates, did not (and any Parent SEC Reports filed after the execution hereof and prior to the Closing Date will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the Closing Date, Parent shall be current in the filing of the Parent SEC Reports.

(b) The audited consolidated balance sheets of Parent as of October 31, 2015 and 2014, and the related audited consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the fiscal years ended October 31, 2015 and 2014, including the notes thereto, and the accompanying report of Parent’s independent registered accountants are included in the SEC Reports.

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(c) The financial statements of Parent referenced in Section 4.04(b) have been prepared in accordance with generally accepted accounting principles applicable to issuers filing financial statements and reports with the SEC in the United States (“US GAAP”), consistently applied throughout the periods involved as explained in the notes to such financial statements. The Parent financial statements present fairly, in all material respects, as of their respective dates, the financial condition of Parent. Parent did not have, as of the date of any such financial statements, except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected in any financial statement or the notes thereto prepared in accordance with US GAAP, and all assets reflected therein present fairly the assets of Parent in accordance with US GAAP. The statements of operations and cash flows present fairly the financial position and results of operations of Parent as of their respective dates and for the respective periods covered thereby.

(d) The books and records, financial and otherwise, of Parent are in all material respects complete and correct and have been maintained in accordance with sound business and bookkeeping practices so as to accurately and fairly reflect, in reasonable detail, the transactions and dispositions of the assets of Parent, and, except as described in the Parent SEC Reports, Parent has maintained a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions have been and are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals, and appropriate action is taken with respect to any differences.

SECTION 4.05 Information . The information concerning the Majesco Entities set forth in this Agreement and in the Parent Disclosure Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. The Majesco Entities shall cause the Parent Disclosure Schedules to be updated after the execution hereof up to and including the Closing Date.

SECTION 4.06 Absence of Certain Changes or Events . Except as set forth in this Agreement, a subsequent Parent SEC Report or the Parent Disclosure Schedules, since July 31, 2016:

(a) There has not been (i) any adverse change in the business, operations, properties, level of inventory, assets, or condition of the Majesco Entities or (ii) any damage, destruction, or loss to the Majesco Entities (whether or not covered by insurance) adversely affecting the business, operations, properties, assets, or condition of the Majesco Entities;

(b) Except as set forth in the Parent Disclosure Schedules, none of the Majesco Entities has (i) amended its articles/certificate of incorporation or bylaws; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of Parent; (iv) made any change in its method of management, operation, or accounting; (v) entered into any other transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination payment to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) established any profit-sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees;

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(c) Except as set forth in the Parent Disclosure Schedules, none of the Majesco Entities has (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent Parent balance sheet and current liabilities incurred since that date in the ordinary course of business; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights; (v) canceled, or agreed to cancel, any debts or claims; (vi) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Parent; or (vii) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock); and

(d) The Majesco Entities have not become subject to any law or regulation which materially and adversely affects, or in the future would be reasonably expected to adversely affect, the business, operations, properties, assets, or condition of the Majesco Entities.

SECTION 4.07 Title and Related Matters . Except as provided herein or disclosed in the Parent balance sheet and the notes thereto, the Majesco Entities have good and marketable title to all of their properties, inventory, interests in properties, and assets, which are reflected in the most recent Parent balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of the Majesco Entities, other than as set forth in the Parent Disclosure Schedules, the business of the Majesco Entities as currently conducted does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the businesses of the Majesco Entities as now being conducted or as contemplated.

SECTION 4.08 Litigation and Proceedings . Except as set forth in the Parent Disclosure Schedules or the Parent SEC Reports, there are no actions, suits, or administrative or other proceedings pending or, threatened by or against the Majesco Entities or adversely affecting the Majesco Entities or their properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. None of the Majesco Entities has any knowledge of any default on the part of the Majesco Entities with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality.

SECTION 4.09 Contracts . Except as disclosed in the Parent SEC Reports or the Parent Disclosure Schedules:

(a) There are no material contracts, agreements, franchises, license agreements, or other commitments to which any of the Majesco Entities is a party or by which any of the Majesco Entities or their properties are bound;

(b) All contracts, agreements, franchises, license agreements, and other commitments to which any of the Majesco Entities is a party or by which its properties are bound and which are material to the consolidated operations or financial condition of Parent are valid and enforceable by the Majesco Entities in all material respects;

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(c) The Majesco Entities are not a party to or bound by, and its properties are not subject to, any material contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award which materially and adversely affects, or in the future may (as far as Parent can now foresee) materially and adversely affect, the business, operations, properties, assets, or condition of the Majesco Entities; and

(d) None of the Majesco Entities is a party to any oral or written (i) contract for the employment of any officer, director, or employee which is not terminable on 30 days (or less) notice; (ii) profit-sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended; (iii) agreement, contract, or indenture relating to the borrowing of money; (iv) guarantee of any obligation, other than one on which a Majesco Entity is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guarantees of obligations, which, in the aggregate do not exceed $5,000; (v) consulting or other similar contract with an unexpired term of more than one year or providing for payments in excess of $5,000 in the aggregate; (vi) collective bargaining agreement; (vii) agreement with any present or former officer or director of Parent or any subsidiary; or (viii) contract, agreement, or other commitment involving payments by it of more than $5,000 in the aggregate.

SECTION 4.10 Material Contract Defaults . None of the Majesco Entities is in default in any material respect under the terms of any outstanding contract, agreement, lease, or other commitment which is material to the business, operations, properties, assets, or condition of the Majesco Entities considered as whole, and there is no event of default or other event which, with notice or lapse of time or both, would constitute a default in any material respect under any such contract, agreement, lease, or other commitment in respect of which the Majesco Entities have not taken adequate steps to prevent such a default from occurring.

SECTION 4.11 Intellectual Property . Except as disclosed on the Parent Disclosure Schedules:

(a) All of the Majesco Entities’ material Intellectual Property is either licensed or owned by the Majesco Entities, in each case free and clear of all liens other than any right of any third party as owner or licensor or licensee under a contract affecting such Intellectual Property, with royalties as set forth on Parent Disclosure Schedules;

(b) None of the Majesco Entities’ material Intellectual Property is the subject of any pending or, to the knowledge of Parent, threatened litigation or claim of infringement;

(c) The Majesco Entities have not granted any license, or agreed to pay or receive any royalty in respect of, any intellectual property except as set forth on Parent Disclosure Schedule;

(d) No material license or royalty agreement to which any Majesco Entity is a party is in breach or default by such Majesco Entity or, to the knowledge of Parent or its officers or directors, any other party thereto; and no such license or royalty agreement is or has been the subject of any notice of termination given or threatened in writing by any person;

(e) The Majesco Entities have not received any notice contesting their rights to use any intellectual property as set forth on the Parent Disclosure Schedules;

(f) No Majesco Entity has granted any license or agreed to pay or receive any royalty in respect of any material Intellectual Property except as set forth on the Parent Disclosure Schedules; and

(g) No Majesco Entity has knowingly violated the Intellectual Property rights of any third party.

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SECTION 4.12 Tax Matters .

(a) The Majesco Entities have complied in all material respects with all applicable laws relating to taxes. The Majesco Entities have timely filed all tax returns that they were required to file. All such tax returns were true, correct, and complete in all material respects. All taxes of the Majesco Entities due and payable with respect to all tax returns have been paid in a timely manner.

(b) There are no liens for taxes on any assets of the Majesco Entities.

(c) The Majesco Entities have properly withheld in a timely manner (i) all required amounts from payments to its employees, agents, contractors, nonresidents, shareholders, lenders, and other persons and (ii) all sales, use, ad valorem, and value added taxes. The Majesco Entities remitted in a timely manner all withheld taxes to the proper governmental authority in accordance with all applicable laws.

(d) No audits or other legal proceedings are in progress, pending, or to the knowledge of the Majesco Entities or their officers or directors, threatened with regard to any taxes or tax returns of or with respect to, the business, or any employee (including, but not limited to, all key employees and retained employees). The Majesco Entities have not received in the past five (5) years a written notice from any governmental authority that either of the Majesco Entities is required to pay taxes or file tax returns in a jurisdiction in which such Majesco Entity does not file tax returns or pays taxes.

(e) The Majesco Entities have not executed or filed with any governmental authority any agreement or other document extending or having the effect of extending the statute of limitations for assessment, collection or other imposition of any tax.

(f) Neither of the Majesco Entities is a party to or bound by any contract that could require it to share any tax benefits, and neither of the Majesco Entities is party to or bound by any contract that could require it to indemnify any other person with respect to taxes.

(g) Neither of the Majesco Entities (i) has ever been a member of any group of entities that files a tax return as an affiliated, consolidated, combined, or unitary group, and (ii) has any liability for the taxes of any person as a result of successor liability, transferee liability, joint or several liability (including pursuant to Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law)), contractual liability, or otherwise.

(h) The Majesco Entities have provided to Seller true, correct, and complete copies of (i) all material federal, state, local, and foreign tax returns filed in the past three (3) years by either of the Majesco Entities (or their affiliates) with respect to the business of Parent or any employee, and (ii) all material notices, correspondence, and similar material received by either of the Majesco Entities Seller (or their affiliates) from any governmental authority relating to the Business of Parent or any employee.

(i) No assets of either of the Majesco Entities are “tax-exempt use property” within the meaning of Section 168(h)(1) of the Code.

(j) Neither of the Majesco Entities has participated in any listed transaction required to be disclosed under Treasury Regulation Section 1.6011-4.

(k) No tax holiday or tax incentive or grant in any jurisdiction with respect to taxes relating to the Business of Parent or any employee will terminate (or be subject to a clawback or recapture that is payable by either Parent or the Merger Sub or Seller) as a result of any transaction contemplated by this Agreement.

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(l) Parent’s “non-qualified deferred compensation plans” are not expected to give rise to an acceleration of income or an additional Tax under Section 409A of the Code as a result of any transaction contemplated by this Agreement. Neither of the Majesco Entities is obligated to pay, gross up, or otherwise indemnify any contractor or employee for his or her taxes, including taxes imposed under Section 409A of the Code.

(m) The Purchased Intellectual Property which are the subject of this Agreement will not cause Parent to recognize an item of income, or exclude a deduction, following the Closing Date as a result of (i) an installment sale occurring prior to the Closing Date that was governed by Section 453 of the Code (or similar provision of other applicable laws); (ii) a sale occurring prior to the Closing that was reported as an open transaction for any applicable laws; (iii) a change of method of accounting requested or occurring prior to the Closing Date (or required as a result of the transactions contemplated by this Agreement); (iv) a “closing agreement” or other agreement entered with a governmental authority; (v) any prepaid amounts received on or prior to the Closing Date; or (vi) an election under Section 108(i) of the Code (or similar provision of other applicable Laws).

SECTION 4.13 No Conflict With Other Instruments . The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any indenture, mortgage, deed of trust, or other contract, agreement, or instrument to which any of the Majesco Entities is a party or to which any of its properties or operations are subject.

SECTION 4.14 Governmental Authorizations . The Majesco Entities have all licenses, franchises, permits, and other governmental authorizations that are legally required to enable them to conduct their business in all material respects as conducted on the date of this Agreement. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by Parent and/or Merger Sub of this Agreement and the consummation by Parent and/or Merger Sub of the transactions contemplated hereby.

SECTION 4.15 Compliance With Laws and Regulations . The Majesco Entities have complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of the Majesco Entities or except to the extent that noncompliance would not result in the occurrence of any material liability for the Majesco Entities.

SECTION 4.16 Insurance . All of the Majesco Entities’ insurance policies are in full force and effect, all premiums with respect thereto covering all periods up to and including the Closing Date have been, or prior to the Closing Date, will be, paid, and no notice of cancellation or termination has been received with respect to any such policy. Such insurance policies provide the types and amounts of insurance customarily obtained by businesses of similar size and character of operations to the businesses of the Majesco Entities. None of the Majesco Entities has been refused any insurance with respect to its assets or operations; and its insurance coverage has not been limited by any insurance carrier to which it has applied for any such insurance, or with which it has carried insurance, in each case during the two years preceding the date hereof.

SECTION 4.17 Environmental . Each Majesco Entity is in compliance in all material respects with all applicable federal, state and local laws and regulations governing the environment, public health and safety and employee health and safety (including all provisions of the Occupational Safety and Health Administration (“ OSHA ”) and no charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice has been filed or commenced against any Majesco Entity and, to the knowledge of Parent and its officers and directors, no such charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand or notice is pending or has been threatened.

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SECTION 4.18 Employee Relations . Each of the Majesco Entities has complied in all material respects with all applicable laws, rules, and regulations that relate to prices, wages, hours, harassment, disabled access, and discrimination in employment and collective bargaining and to the operation of its business and is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing. Parent and its officers and directors believe that the relationships between the Majesco Entities and their employees are satisfactory.

SECTION 4.19 Officer, Director and Promoter’s Information . Except as set forth on the Parent Disclosure Schedules, during the past five (5) years, no Majesco Entity, nor any of its respective officers, directors or promoters, has been the subject of:

(a) a bankruptcy petition filed by or against any business of which the Majesco Entity or such other person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

(b) a conviction in a criminal proceeding or a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting the Majesco Entity or any such other person from involvement in any type of business, securities or banking activities; or

(d) a finding by a court of competent jurisdiction (in a civil action), the SEC, or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

SECTION 4.20 Broker Fees . The Majesco Entities have not incurred, nor will they incur, directly or indirectly, any liability for brokerage or finders’ fees or agents’ commissions or investment bankers’ fees or any similar charges in connection with this Agreement or any transaction contemplated hereby.

SECTION 4.21 Board Approval . The board of directors of both Parent and Merger Sub have duly adopted resolutions: (a) approving and declaring advisable this Agreement and the transactions contemplated hereby (such approvals having been made in accordance with the Delaware General Corporation Law and the Nevada Revised Statutes, respectively); (b) determining that the terms of the transaction contemplated hereby are fair to and in the best interests of Parent and its stockholders from a financial point of view; and (c) recommending that the stockholders of Parent approve and adopt this Agreement and the issuance of the Preferred E Stock, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect.

SECTION 4.22 Employee Benefit Plans and Material Documents .

(a) Parent Disclosure Schedules set forth a list of all Benefit Plans with respect to which Parent has any obligation or liability or which are maintained, contributed to or sponsored by Parent for the benefit of any current or former employee, officer or director of Parent. Except as disclosed in Parent Disclosure Schedules, Parent does not have any obligation or liability with respect to any Benefit Plan maintained, contributed to or sponsored by any ERISA Affiliate for the benefit of any current or former employee, officer or director of Parent or any ERISA Affiliate. With respect to each Benefit Plan subject to ERISA which is maintained, contributed to or sponsored by Parent or with respect to which Parent has any obligation or liability, Parent has delivered or made available to Seller a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter, if any. For purposes of this Agreement, “ Benefit Plan ” means any employee benefit plan within the meaning of Section 3(3) of ERISA, and any other plan, program, agreement, arrangement, policy, contract, commitment or scheme, written or oral, statutory or contractual, that provides for compensation or benefits, including any deferred compensation, executive compensation, bonus or incentive plan, any cafeteria plan or any holiday or vacation plan or practice as currently in effect.

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(b) Except as disclosed in Parent Disclosure Schedules, none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is a “multiemployer plan” as defined in Section 3(37) of ERISA. Except as disclosed in Parent Disclosure Schedules, none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of Seller or any ERISA Affiliate. For purposes of this Agreement, the term “ERISA Affiliate” means any person that, together with Parent, would be considered a single employer within the meaning of Section 4001 of ERISA or Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”).

(c) Except as disclosed in Parent Disclosure Schedules, each Benefit Plan is in compliance in all material respects with, and has been operated in accordance with, its terms and the requirements of all applicable law, and Parent and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit or claim is pending or, to Seller’s Knowledge, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary course).

(d) Except as disclosed in Parent Disclosure Schedules, each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt.

(e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither Parent nor any ERISA Affiliate has incurred any liability for any excise tax arising under the Code with respect to a Benefit Plan.

( f) Except as disclosed in Parent Disclosure Schedules, no employee or former employee of Parent will become entitled to any bonus, retirement, severance, or similar benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement.

SECTION 4.23 Other Employment Matters .

(a) Parent Disclosure Schedules contain a complete list of all employees of Parent, including each employee on leave of absence or layoff status (collectively, the “ ”), and all officers and managers of Parent, with the following information for each Parent Employee, officer and manager: name; job title; current compensation paid or payable and any change in compensation since the most recent balance sheet date; bonuses paid in the previous twelve month period; vacation accrued as of a recent date; and service credited as of a recent date for purposes of vesting and eligibility to participate under any Benefit Plan of Parent; and all bonuses and any other amounts to be paid by Parent at or in connection with the Closing.

(b) Except as set forth in Parent Disclosure Schedules, to the knowledge of Parent and its officers and directors, no Parent Employee, officer, or director of Parent is a party to, or is otherwise bound by, any confidentiality, non-competition, proprietary rights agreement or similar agreement that would affect (i) the performance of his or her duties as an employee, officer or director or (ii) the ability to conduct the business of Parent after the Closing Date.

(c) Parent is not a party to any labor or collective bargaining agreement; there are no labor or collective bargaining agreements which pertain to any Parent Employee; and no Parent Employee is represented by any labor organization.

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(d) No labor organization or group of Parent Employees has made a pending demand for recognition, there are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the knowledge of Parent and its officers and directors, threatened to be brought or filed with the National Labor Relations Board or other labor relations tribunal, and there is no organizing activity involving Parent pending or, to the knowledge of Parent and its officers and directors, threatened by any labor organization or group of Parent Employees.

(e) There are no (i) strikes, work stoppages, slow-downs, lockouts or arbitrations or (ii) grievances or other labor disputes pending or, to the knowledge of Parent and its officers and directors, threatened against or involving Parent.

(f) There are no complaints, charges or claims against Parent pending or, to the knowledge of Parent and its officers and directors, threatened to be brought or filed with any Governmental Authority based on, arising out of, in connection with, or otherwise relating to the employment by Parent, of any Parent Employee, including any claim for workers’ compensation.

(g) Parent is in compliance in all material respects with all laws and orders in respect of employment and employment practices and the terms and conditions of employment and wages and hours, and has not, and is not, engaged in any unfair labor practice.

SECTION 4.24 Finders’ Fees . Except as set forth in Parent Disclosure Schedule, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of Parent or any of the shareholders of Parent or Merger Sub who might be entitled to any fee or other commission in connection with the transactions contemplated by this Agreement or any of the Ancillary Agreements.

ARTICLE V

Deliveries

SECTION 5.01 Deliveries of Seller . At Closing as a further condition thereof, concurrently with the Closing, the Seller shall deliver or cause to be delivered to the Parent:

(a) this Agreement duly executed by an authorized signatory of the Seller;

(b) a certificate evidencing the Company Shares along with a duly executed stock power for transfer to Parent or other evidence of the Seller’s ownership of the Company Shares and that upon Closing, Seller shall have the rights to receive the Preferred E Stock and underlying Parent Stock and Seller shall be the only owner of Company Shares (or any other ownership interest of any class or character) of the Company;

(d) a certificate, in a form reasonably acceptable to the Parent, executed by the Seller, dated as of the Closing Date, certifying the representations and warranties set forth in Article II are true, complete and accurate in all material respects;

(e) the Constituent Agreements, duly executed by the applicable signatories thereto.

(f) Evidence that, at Closing, the Company owns and possesses valid title to each of the patents and applications set forth on the Company Disclosure Schedule and all of the Intellectual Property Rights and the Seller shall deliver a certificate certified attesting to the foregoing.

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SECTION 5.02 Deliveries of the Parent . At Closing, as a further condition thereof, concurrently with the Closing, the Parent shall deliver to Seller and the Company:

(a) a certificate to the Company and Seller from the Parent, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Parent Charter, Parent Bylaws and resolutions of the Board of Directors of the Parent approving this Agreement and the transactions contemplated hereunder, including any required amendments to the Parent Charter, are all true, complete and correct and remain in full force and effect;

(b) a certificate executed by the Chief Executive Officer of the Parent, dated as of the Closing Date, certifying the representations and warranties set forth in Article IV are true, complete and accurate in all material respects

(d) the Constituent Agreements, duly executed by the Parent (or such other parties as are parties thereto);

(e) Evidence of the resignations, to be effective on the eleventh day following the date on which Parent meets its information obligations under the Exchange Act (as applicable), of the following officers and directors of the Parent: Barry Honig, Michael Brauser, Edward Karr, Andrew Kaplan, Mohit Bhansali, David Rector and Michael Beeghley, _______________;

(f) Evidence of termination of the employment agreements of Barry Honig;

(g) Evidence of the appointment of the following individuals as officers of the Parent, at such positions as are set forth below:

(i) Denver Lough- Chairman, President and Chief Executive Officer

(ii) John Stetson- Chief Financial Officer

(iii) Christine Hashimoto- General Counsel

(iv) Edward Swanson- Executive Vice President, Chief Operating Officer and Secretary

(v) Michael Neumeister- Chief Medical Officer

(vi) Jeff Dyer- Chief Strategist

(vii) Devin Miller- Director of Translational Medicine and Regulatory Strategy

(viii) Mary Dyer- Office Manager and Clinical Research Coordinator

(ix) Anthony Blum- Laboratory Manager

(x) Carrie Harrison- Clinical Research Coordinator

(h) Evidence of the election of the following individuals to the Parent’s Board of Directors, which shall become effective on the eleventh day following the date on which Parent meets its information obligations under the Exchange Act: John Stetson, [TBD], Denver Lough, Edward Swanson, Jeff Dyer and Michael Neumeister.

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(i) A pro-forma capitalization table as of the Closing reflecting the capitalization of the Company on a fully-diluted and converted basis after giving effect to the transactions contemplated in this Agreement reflecting that the Preferred E Stock and underlying Parent Stock issued to Seller in the Merger represents 50% of the issued and outstanding shares of Parent Common Stock, on an as-converted basis.

(j) A pro-forma balance sheet of Parent immediately after the Closing which reflects the sum of cash on hand plus the proceeds from the private placement described in Section 7.03 less the payment or allocation of funds for the payment of accounts payable as provided in Section 4.26 of not less than $1,500,000 (“ Parent Closing Cash Amount ”); and no Indebtedness except as set forth on the Parent Disclosure Schedule 406(c).

(k) Bank statements as of the latest practical date evidencing Parent’s cash balance of at least $7,500,000 or, in the alternative, evidence or confirmation of proceeds from the sale of the Parent Common Stock described in Section 7.03 that has been wired to the Parent’s bank account that, when added to the Parent’s current cash balance is equal to at least $7,500,000.

(l) A filed stamped copy of the Certificate of Designation of the Preferred E Stock, as filed with the Secretary of State of the State of Delaware.

SECTION 5.03 Deliveries of the Company . At Closing, as a further condition thereof, concurrently with the Closing, the Company shall deliver:

(a) to the Parent and Seller this Agreement executed by the Company;

(b) to the Parent, a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors or Manager of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect;

(c) certificate, in a form reasonably acceptable to the Parent, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, certifying the representations and warranties set forth in Article III are true, complete and accurate in all material respects;

(d) if requested by the Parent, the results of UCC, judgment lien and tax lien searches with respect to the Company, the results of which indicate no liens on the assets of the Company; and

(e) bank statement or other form of confirmation reasonably acceptable to Parent confirming that Company has cash on hand or immediately available funds as of the Closing Date in an amount equal to the Parent Closing Cash Amount.

(f) A pro-forma balance sheet of Company immediately after the Closing which shall reflect immediately after the Closing only those payables and Indebtedness disclosed in the Company Disclosure Schedules and cash equal to the Parent Closing Cash Amount.

ARTICLE VI

Covenants

SECTION 6.01 Public Announcements . The Parent and the Company will consult with each other before issuing, and provide each other the opportunity to review and comment upon, any press releases or other public statements with respect to the Agreement, the Merger and the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchanges.

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SECTION 6.02 Fees and Expenses . All fees and expenses incurred in connection with this Agreement shall be paid by the Party incurring such fees or expenses, whether or not this Agreement is consummated.

SECTION 6.03 Exclusivity . The Company shall not (and shall not cause or permit any of their affiliates to) engage in any discussions or negotiations with any person or take any action that would be inconsistent with the Transactions. The Company shall notify the Parent immediately if any person makes any proposal, offer, inquiry, or contact with respect to any of the foregoing.

SECTION 6.04 Audit of Company Financial Statements . The Company shall cooperate and, if required, assist Parent in compiling and preparing audited financial statements for the Company’s most recently completed last two fiscal years and unaudited financial statements for any subsequent interim period no later than 30 days from the Closing Date, which shall be prepared by Parent and the cost thereof shall be borne by Parent, or such shorter period as Company has been organized.

SECTION 6.05 Intentionally omitted .

SECTION 6.06 NASDAQ Approval . As soon as practicable following the execution of this Agreement, and as condition to closing of the Merger, Parent shall obtain approval by The NASDAQ Stock Market LLC of the listing of the Parent Stock underlying the Preferred E Stock on The NASDAQ Capital Market and the issuance of the Preferred E Stock pursuant to this Agreement as well as evidence that The NASDAQ Stock Market LLC has completed its review of the Listing of Additional Shares application related to the Parent Stock underlying the Preferred E Stock (collectively, “ NASDAQ Approval ”).

SECTION 6.07 Stockholder Action . As soon as practicable following the execution of this Agreement, and as condition to closing of the Merger, Parent shall obtain approval by its stockholders of the purchase of the Purchased Patents, this Agreement, the issuance of the Preferred E Stock , and the transactions contemplated hereby.

SECTION 6.08 Pre-Closing Activities of Parent . From and after the date of this Agreement until the Closing Date and except as set forth in the respective schedules to be delivered by Parent pursuant hereto or as permitted or contemplated by this Agreement, Parent will:

(a) Carry on its business in substantially the same manner as it has heretofore;

(b) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

(c) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

(d) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers;

(e) Duly and timely file for all taxable periods ending on or prior to the Closing Date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the Closing Date; and

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(f) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

From and after the date of execution of this Agreement and except as provided herein until the Closing Date, Parent will not, without the prior written approval of Seller or as otherwise contemplated or required in order to effectuate the intents and purposes of this Agreement with respect to a-c and Seller with respect to b-c:

(a) Make any change in its certificate of incorporation or bylaws or effect any recapitalization except as specifically provided herein;

(b) Enter into or amend any material contract, agreement, or other instrument of any of the types described in the Parent Disclosure Schedules, except that Parent may enter into or amend any contract, agreement, or other instrument in the ordinary course of business; or

SECTION 6.09 Notices of Significant Events . From and after the date of the execution of this Agreement until the Closing Date, each Party hereto shall promptly notify the other Parties hereto of: (a) the occurrence, or non-occurrence, of any event that would be likely to cause any condition to the obligations of any party to effect the purchase of the Purchased Intellectual Property or the issuance of the Preferred E Stock, and the other transactions contemplated by this Agreement not to be satisfied; or (b) the failure of Seller or Parent or Merger Sub, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement which would reasonably be expected to result in any condition to the obligations of any party to complete the purchase of the Purchased Patents and the other transactions contemplated by this Agreement not to be satisfied; provided, however, that the delivery of any notice pursuant to this Section 6.09 shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to the party receiving such notice.

SECTION 6.10 Consents and Approvals . Parent shall use commercially reasonable efforts to obtain all consents, approvals, certificates and other documents required in connection with the performance by it of this Agreement and the consummation of the transactions contemplated hereby. Parent shall make all filings, applications, statements and reports to all governmental authorities and other persons that are required to be made prior to the Closing Date by or on behalf of Parent and Merger Sub pursuant to applicable law or a material contract of Parent in connection with this Agreement and the transactions contemplated hereby.

SECTION 6.11 Indemnification . Parent will indemnify and hold harmless Seller from and against any and all losses, claims, damages, expenses, liabilities, or actions to which Seller may become subject under applicable law (including the Securities Act and the Exchange Act) and will reimburse Seller for any legal or other expenses reasonably incurred by Seller in connection with investigating or defending any claims or actions, whether or not resulting in liability, insofar as such losses, claims, damages, expenses, liabilities, or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any application or statement filed with a governmental body or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein, or necessary in order to make the statements therein not misleading, but only insofar as any such statement or omission was made in reliance upon and in conformity with information furnished in writing by Parent or Merger Sub expressly for use therein. The indemnity agreement contained in this Section 6.11 shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of Seller and shall survive the consummation of the transactions contemplated by this Agreement for a period of two (2) years.

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SECTION 6.12 The Acquisition of Preferred E Common Stock . Parent and Seller understand and agree that the consummation of this Agreement including the issuance of the Preferred E Stock and Parent Stock to Seller in consideration for the Merger as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Parent and Seller agree that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.

(a) In connection with the transaction contemplated by this Agreement, Parent shall file, with the assistance of legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the state where Seller resides, all to the extent and in the manner as may be deemed by Parent to be appropriate.

(b) In order to more fully document reliance on the exemptions as provided herein, Merger Sub, Seller and Parent shall execute and deliver to the other, at or prior to the Closing, such further letters of representation, acknowledgment, suitability, or the like as Parent or Seller and their respective counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws.

ARTICLE VII

Closing Conditions: Parent and Merger Sub Obligations.

The obligations of Company and Seller under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

SECTION 7.01 Stockholder and NASDAQ Approval . This Agreement, the issuances of the Preferred E Stock and Parent Stock, and the transactions contemplated hereby shall have been approved by the stockholders of Parent in the manner required by the applicable laws of the state of Delaware and Nevada and Parent shall have received NASDAQ Approval.

SECTION 7.02 Conversion of Outstanding Preferred Stock into Common Stock . Prior to the Closing, Parent shall have worked with the holders of all series of Parent’s outstanding preferred stock to effectuate a conversion of those shares of preferred stock into shares of Parent Stock, unless as a result of any such conversion the holder would beneficially own 5% or more of such Common stock in which case, the conversion may be deferred and effected following Closing in accordance with the terms of the certificate of designation governing such Preferred Stock.

SECTION 7.03 Capital Raise of One Million Five Hundred Thousand Dollars; Lease and Equipment . Prior to Closing, Parent shall have raised a minimum of $1,500,000 in cash and current assets as contemplated in the Term Sheet originally executed between Parent and Seller; Parent or Merger Sub shall have entered into one of more leases for commercial space suitable to the business of the Company; and Parent or Merger Sub shall have acquired or initiate the process of equipping a suitable laboratory pursuant to specifications provided by Seller and/or Company.

SECTION 7.04 Adoption and Approval of Stock Option Plan. Parent shall have adopted a stock incentive plan (the “ Stock and Option Plan ”) and shall have received approval of the Stock and Option Plan from Parent’s Board of Directors and stockholders. At Closing, Parent shall issue ten year options to those persons in those amounts as have been recommended by Seller under the Stock and Option Plan, at market price pursuant to NASDAQ rules.

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SECTION 7.05 Accuracy of Representations . The representations and warranties made by Parent and Merger Sub, in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and Parent and Merger Sub shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Parent or Merger Sub prior to or at the Closing. Seller shall be furnished with certificates, signed by duly authorized officers of Parent and Merger Sub, and dated the Closing Date, to the foregoing effect.

SECTION 7.06 Officer’s Certificates . Seller shall have been furnished with certificates dated the Closing Date and signed by the duly authorized chief executive officer of Parent to the effect that to such officer’s knowledge no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Parent, threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement. Furthermore, based on certificates of good standing, representations of government agencies, and Parent’s own documents and information, the certificate shall represent, to the best knowledge of the officer, that:

(a) This Agreement has been duly approved by Parent’s board of directors and stockholders and has been duly executed and delivered in the name and on behalf of Parent by its duly authorized officers pursuant to, and in compliance with, authority granted by the board of directors of Parent pursuant to a unanimous consent;

(b) This Agreement has been duly approved by Merger Sub’s board of directors and stockholders and has been duly executed and delivered in the name and on behalf of Merger Sub by its duly authorized officers pursuant to, and in compliance with, authority granted by the board of directors of Merger Sub pursuant to a unanimous consent;

(c) There have been no material adverse changes in the financial condition, business or operations of Parent or Merger Sub up to and including the date of the certificate;

(d) All conditions required by this Agreement have been met, satisfied, or performed by Parent and Merger Sub;

(e) All authorizations, consents, approvals, registrations, and/or filings with any governmental body, agency, or court required in connection with the execution and delivery of the documents by Parent and Merger Sub have been obtained and are in full force and effect or, if not required to have been obtained, will be in full force and effect by such time as may be required; and

(f) There is no material action, suit, proceeding, inquiry, or investigation at law or in equity by any public board or body pending or threatened against Parent or Merger Sub, wherein an unfavorable decision, ruling, or finding could have an adverse effect on the financial condition of Parent or Merger Sub, the operation of Parent or Merger Sub or the acquisition of the Purchased Intellectual Property contemplated herein, or any agreement or instrument by which Parent or Merger Sub is bound or in any way contests the existence of Parent or Merger Sub.

SECTION 7.07 No Material Adverse Change . Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of Parent, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of Parent.

SECTION 7.08 Good Standing . Seller shall have received a certificate of good standing from the secretary of state of Delaware, dated as of the date within five days prior to the Closing Date, certifying that Parent is in good standing as a corporation in the State of Delaware.

SECTION 7.09 Actions or Proceedings . No action or proceeding by any governmental authority or other person shall have been instituted or threatened which: (a) is likely to have a material adverse effect on the business or operations of Parent; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

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SECTION 7.10 Representations and Warranties True at the Closing Date . All of the representations and warranties of the Parent and the Merger Sub contained in this Agreement shall have been true and correct in all material respects on and as of the execution date hereof and shall be true and correct in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of such date (provided that those representations and warranties that are specifically made as of a particular calendar date or as of the date hereof shall be true, correct and complete in all material respects as of such date. The Parent, Merger Sub and Seller shall have executed and delivered to the a certificate as of the Closing to such effect.

SECTION 7.11 Other Items . Seller shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Seller may reasonably request.

ARTICLE VIII

Closing Conditions: Seller Obligations

The obligations of Parent and Merger Sub under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

SECTION 8.01 Accuracy of Representations . The representations and warranties made by Seller in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and Seller shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Seller prior to or at the Closing. Parent shall be furnished with a certificate, signed by Seller and dated the Closing Date, to the foregoing effect.

SECTION 8.02 Actions or Proceedings . No action or proceeding by any governmental authority or other person shall have been instituted or threatened which: (a) is likely to have a material adverse effect on the Purchased Patents or the ownership of the Purchased Patents by Seller; or (b) could enjoin, restrain or prohibit, or could result in substantial damages in respect of, any provision of this Agreement or the consummation of the transactions contemplated hereby.

SECTION 8.03 Other Items . Parent shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Parent may reasonably request.

ARTICLE IX

Confidentiality, Non-Solicitation and Non-Competition.

SECTION 9.01 Non-Disclosure. Except as set forth in this Section 9.01, the receiving party shall not disclose or use the disclosing party’s Confidential Information. Each Party hereto may: (a) use the other Party’s Confidential Information to the extent reasonably necessary to perform its obligations hereunder; and (b) use the other Party’s Confidential Information to the extent reasonably necessary to (i) exercise the rights granted hereunder, (ii) prosecute or defend litigation, or (iii) comply with applicable laws, governmental regulations or court orders or submitting information to tax or other governmental entities (including the SEC); in each case, provided that if a Party is required to make any such disclosure, other than pursuant to a non-use and non-disclosure agreement, it will give reasonable advance notice in writing to the other Party of such disclosure requirement, will use reasonable efforts to secure confidential treatment of such information (whether through protective order or otherwise), except to the extent inappropriate with respect to patent applications, and use reasonable efforts to permit the other Party an opportunity to maintain confidentiality of its affected Confidential Information. It is understood that either Party may also disclose the Confidential Information of the other Party upon receipt of the prior express written consent to such disclosure by a duly authorized representative of the other Party. Notwithstanding anything to the contrary, upon assignment of the Purchased Patents to Merger Sub hereunder, the Patent Documents to the extent that such documents are not publicly available, will be deemed to be the Confidential Information of Merger Sub and not the Confidential Information of Seller, and Merger Sub shall be free to use and disclose all such Patent Documents without restriction.

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SECTION 9.02 Confidential Agreement . Each Party shall not to disclose the terms, but may disclose the existence, hereof to any third party without the prior written consent of this other Party. Each Party may disclose the terms hereof (a) to such Party’s affiliates and to such Party’s attorneys, accountants, advisors and others on a need to know basis under circumstances that reasonably ensure the confidentiality thereof, (b) to the extent required by law, (c) as necessary to exercise, perfect or enforce this Agreement or rights hereunder, including recordation by Merger Sub of assignments of the Purchased Patents, (d) by Merger Sub in connection with a sale or license of any Purchased Patent, (e) in connection with a merger, acquisition or financing transaction or proposed merger, acquisition or financing transaction, or the like, involving a Party to this Agreement or an affiliate thereof and under circumstances that reasonably ensure the confidentiality of such terms or (f) in a press release substantially in the form exchanged by the Parties concurrently with the execution of this Agreement.

SECTION 9.03 Further Agreements by Seller . Seller hereby agrees that until the later of one (1) year after separation of Seller as an employee or consultant of the Surviving Entity or Parent, and two (2) years from the Closing Date, it will not:

(a) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of Parent or the Surviving Company, as defined in the next sentence. For purposes hereof, Parent/Surviving Company Business shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the Purchased Intellectual Property hereunder, as well as all activities that involve the making, use or licensing thereof. For the absence of doubt, the business shall not involve technology or techniques not developed by the Company or on its behalf, not relying on the inventions or technology described in the Purchased Intellectual Property, nor any actions or activities involving the practice of medicine and treatment of patients as a physician even if reliant upon the Purchased Intellectual Property involving the delivery of medical services.

(b) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor, vendor, contract research organization, officer or director of Parent or the Surviving Company to leave the employment (or other relationship) thereof, whether or not any such person or entity is party to an employment agreement, for the purpose of competing with Parent/ Surviving Company or providing services the same as or similar to that provided to Parent or Surviving Company .

(c) Attempt in any manner to solicit or accept from any customer of Parent or the Surviving Company, business of the kind or competitive with the business done by Parent or the Surviving Company with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with Parent or the Surviving Company, or if any such customer elects to move its business to a person other than Parent or Surviving Company, provide any services of the kind or competitive with the business of Parent or Surviving Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with Parent/ Surviving Company Business; or

(d) Interfere with any relationship, contractual or otherwise, between Parent or the Surviving Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of Parent or the Surviving Company, for the purpose of soliciting such other party to discontinue or reduce its business with Parent or the Surviving Company for the purpose of competing with Parent/ Surviving Company Business.

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ARTICLE X

Termination

SECTION 10.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by the mutual written consent of Seller, the Company, Merger Sub and Parent;

(b) by Parent or Merger Sub by written notice to Seller and Company if:

(i) Merger Sub is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller or the Company pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article II or III and such breach, inaccuracy or failure has not been cured by Seller or the Company, as the case may be, within ten (10) days of Seller’s or the Company’s receipt of written notice of such breach from Merger Sub or Parent; or

(ii) any of the conditions set forth in Article VIII shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by February 28, 2017, unless such failure shall be due to the failure of Merger Sub to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.

(i) Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Merger Sub pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article III and such breach, inaccuracy or failure has not been cured by Merger Sub within ten (10) days of Merger Sub’s receipt of written notice of such breach from Seller; or

(ii) any of the conditions set forth in Article VII shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by February 28, 2017, unless such failure shall be due to the failure of Seller or the Company to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.

(d) by Merger Sub or Seller in the event that (i) there shall be any legal requirement that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental authority shall have issued an order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental order shall have become final and non-appealable.

SECTION 10.02 Effect of Termination . In the event of the termination of this Agreement in accordance with this Section, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(a) as set forth in this Article 10 and Section 11.8 hereof; and

(b) that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

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ARTICLE XI

Miscellaneous

SECTION 11.01 Notices . All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given upon receipt by the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the Parent or Merger Sub, to:

Majesco Entertainment Company

4041-T Hadley Road

S. Plainfield, New Jersey 07080

Attn: Chief Financial Officer

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference Kesner, LLP.

61 Broadway, 32 nd Floor

New York, NY 10006

Att: Harvey J. Kesner, Esq.

hkesner@srfkllp.com

212-930-9700

If to the Seller or Company, to:

Polarityte, Inc.

106 S. Gilmor Street

Baltimore, MD 21223

With a copy to (which shall not constitute notice):

Kirton McConkie

50 East South Temple, Suite 400

Salt Lake City, UT 84111

Attn: Adam D. Stevens, Esq.

SECTION 11.02 Amendments; Waivers; No Additional Consideration . No provision of this Agreement may be waived or amended except in a written instrument signed by the Company, Parent and Seller. 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 any Party to exercise any right hereunder in any manner impair the exercise of any such right.

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SECTION 11.03 Replacement of Securities . If any certificate or instrument evidencing any Preferred E Stock and underlying Parent Stock is mutilated, lost, stolen or destroyed, the Parent shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution therefore, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Parent of such loss, theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement certificate or instrument. If a replacement certificate or instrument evidencing any Preferred E Stock and underlying Parent Stock is requested due to a mutilation thereof, the Parent may require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.

SECTION 11.04 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Seller, Parent and the Company will be entitled to specific performance under this Agreement. The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

SECTION 11.05 Interpretation . When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

SECTION 11.06 Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that Transactions contemplated hereby are fulfilled to the extent possible.

SECTION 11.07 Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and facsimile or electronic delivery of this Agreement is legal, valid and binding for all purposes.

SECTION 11.08 Entire Agreement; Third Party Beneficiaries. This Agreement, taken together with all exhibits attached hereto and the Company Disclosure Schedule and the Parent Disclosure Schedule, (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties any rights or remedies. The representations and warranties of Seller and the Company contained in this Agreement shall survive the Closing and the termination of this Agreement.

SECTION 11.09 Governing Law. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York, without reference to principles of conflicts of laws. Any action or proceeding brought for the purpose of enforcement of any term or provision of this Agreement shall be brought only in the Federal or state courts sitting in the Southern District of New York and the parties hereby waive any and all rights to trial by jury.

SECTION 11.10 Assignment . Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns.

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement and Plan of Reorganization as of the date first above written.

	The Parent:	MAJESCO ENTERTAINMENT COMPANY

		By: ________________________ Name: John Stetson Title: Chief Financial Officer
	The Company:	POLARITYTE, INC. By: _________________________ Name: Title:
	The Seller:	DENVER LOUGH ____________________________
	Merger Sub	By:____________________________ Name: Address:

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Schedule A

Definitions

“Affiliate” means, with respect to any specified Person, any other Person that directly or on directly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person. “ Person ” means an association, corporation, an individual, a partnership, a limited liability company, a trust or any other entity or organization.

“Ancillary Agreements” means, that certain Executive Employment Agreement between Parent and Seller (the “ Executive Employment Agreement ”), that certain Voting Agreement among various stockholders of Parent (the “ Voting Agreement ”) and all other documents related to the transactions contemplated by this Agreement.

“Confidential Information” means any information, whether in electronic, written, graphic, oral, machine readable or other tangible or intangible form, that is marked or identified at the time of disclosure as “Confidential” or “Proprietary” or in some other manner so as to clearly indicate its confidential nature. In order to be treated as “Confidential Information,” information that is disclosed orally must be identified at the time of disclosure or promptly thereafter as confidential or proprietary. The obligations under Article 8 shall not apply to the extent that the disclosing party establishes by competent proof that such information: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no act or omission of the receiving party; (c) was already in the possession of the receiving party without confidentiality obligations at the time of disclosure hereunder by the disclosing party; (d) is obtained by the receiving party without confidentiality obligations from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Disclaimer Issue” means a terminal disclaimer (including under 35 U.S.C. § 253 or 37 CFR 1.321 or the equivalent laws or regulation of any other patent authority, a “ Terminal Disclaimer ”) that exists or is or should reasonably be required to be made in a patent or patent application to address a double patenting issue, including such an issue raised in a judicial or administrative proceeding (including any proceeding with the U.S. Patent and Trademark Office or any corresponding foreign patent authority).

“Patent Documents” means documents, records and files relating to the Purchased Patents, including (b) complete prosecution files and docketing reports (including patent listing, current status, actions due and deadlines), including materials filed with the U.S. Patent and Trademark Office (or the equivalent authority in any other country) with respect to such Purchased Patents, (c) originals (or, if the original is not available, a copy) of all assignment agreements in its possession relating to the Purchased Patents, including a written assignment to Seller from each inventor for each Purchased Patent, and (d) inventor notebooks and other documents (including, but not limited to, those showing the conception and reduction to practice of the inventions disclosed in the Purchased Patents or related to the Patent Technology), and (e) any other materials or information in the possession or control of, or known to, Seller that, is material to the enforcement of such Purchased Patents.

“Know-How” means all technical information, know-how and data, including inventions (whether patentable or not), discoveries, trade secrets, specifications, regulatory filings and supporting documents, instructions, processes, formulae, materials, expertise and other technology applicable to compounds, formulations, compositions, products or to their manufacture, development, registration, use or commercialization or methods of assaying or testing them or processes for their manufacture, formulations containing them, compositions incorporating or comprising them and including all biological, chemical, pharmacological, biochemical, toxicological, pharmaceutical, physical and analytical, safety, quality control, manufacturing, preclinical and clinical data, instructions, processes, formulae, expertise and information, regulatory filings and copies thereof, relevant to the development, manufacture, use or commercialization of and/or which may be useful in studying, testing, development, production or formulation of products, or intermediates for the synthesis thereof.

“Patent Technology” refers to the technology described and claimed in the Purchased Patents and related technology directed to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells, including, but not limited to, that described in the Purchased Patents.

“Purchased Intellectual Property” refers to the Patent Technology, the Purchased Patents, the Patent Documents and the Know-How related to the Patent Technology and the Purchased Patents.

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“Purchased Patents” means (a) the patents and patent applications identified in the preambles hereto and on Exhibit G (“ Patents ”) and the rights to inventions in the Know-How including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world, (b) all reissues, divisionals, continuations, continuations-in-part, extensions, renewals, reexaminations and foreign counterparts thereof, and all other patents, patent applications, certificates of invention and other governmental grants resulting from the Patents, (c) all patents and applications which claim priority to or have common disclosure or common priority with any such patents or patent applications (for the avoidance of doubt, patents which include partial commonalities such as figures or patents whose features of the inventions are different from those of Purchased Patents may be excluded), (d) all paper and electronic versions of files, documents, instruments, papers, books, ledgers, plans, correspondence, memoranda, maps, diagrams, photographs, and videotapes, to the extent related to the Purchased Patents; (e) all goodwill related to the Purchased Intellectual Property, (f) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing Date, relating to the Purchased Patents or Seller’s ownership of the Purchased Patents but excluding causes of action and other legal rights and remedies of Seller (1) against Merger Sub with respect to the transactions contemplated by this Agreement; or (2) relating exclusively to Seller’s liabilities not assigned hereunder; and (g) all rights corresponding to any of the foregoing throughout the world (including the right to claim the priority date of any of such patents and patent applications and the right to sue for and recover damages for any past, present or future infringement of such patents and patent applications); in each case, regardless of whether in existence prior to, as of or after the Closing Date.

“Transfer Documents” means fully executed, original patent transfer documents, in a form agreed to by the Parties and suitable for filing with the relevant governmental entity, in each jurisdiction where the Purchased Patents have been filed, as the case may be, in each case to record the change of ownership of the Purchased Patents from Seller to Merger Sub. Unless otherwise directed by Merger Sub, Transfer Documents for U.S. Purchased Patents shall be provided in the form of Exhibit H .

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Exhibit 3.1

CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF THE

0% SERIES E CONVERTIBLE PREFERRED STOCK OF

MAJESCO ENTERTAINMENT COMPANY

I, [ ], hereby certify that I am the [ ] of Majesco Entertainment Company (the “ Company ”), a corporation organized and existing under the Delaware General Corporation Law (the “ DGCL ”), and further do hereby certify:

That pursuant to the authority expressly conferred upon the Board of Directors of the Company (the “ Board ”) by the Company’s Restated Certificate of Incorporation, as amended, (the “ Certificate of Incorporation ”), the Board on December 1, 2016, adopted the following resolutions creating a series of shares of Preferred Stock designated as 0% Series E Convertible Preferred Stock, none of which shares have been issued:

RESOLVED, that the Board designates the 0% Series E Convertible Preferred Stock and the number of shares constituting such series, and fixes the rights, powers, preferences, privileges and restrictions relating to such series in addition to any set forth in the Certificate of Incorporation as follows:

TERMS OF SERIES E CONVERTIBLE PREFERRED STOCK

1. Designation and Number of Shares . There shall hereby be created and established by this Certificate of Designations, Preferences and Rights of the 0% Series E Convertible Preferred Stock (this “ Certificate of Designations ”) a series of preferred stock of the Company designated as “0% Series E Convertible Preferred Stock” (the “ Preferred Shares ”). The authorized number of Preferred Shares shall be 7,050 shares . Each Preferred Share shall have $ 0.001 par value (the “ Par Value ”). Capitalized terms not defined herein shall have the meaning as set forth in Section 22 below.

2. Liquidation and Ranking . (i) Upon the liquidation, dissolution or winding up of the business of the Company, whether voluntary or involuntary, each holder of Preferred Shares shall be entitled to receive, for each share thereof, out of assets of the Company legally available therefor, a preferential amount in cash equal to (and not more than) the Par Value. All preferential amounts to be paid to the holders of Preferred Shares in connection with such liquidation, dissolution or winding up shall be paid before the payment or setting apart for payment of any amount for, or the distribution of any assets of the Company to the holders of (i) any other class or series of capital stock whose terms expressly provide that the holders of Preferred Shares should receive preferential payment with respect to such distribution (to the extent of such preference) and (ii) the Common Stock . If upon any such distribution the assets of the Company shall be insufficient to pay the holders of the Preferred Shares (or the holders of any class or series of capital stock ranking on a parity with the Preferred Shares as to distributions in the event of a liquidation, dissolution or winding up of the Company) the full amounts to which they shall be entitled, such holders shall share ratably in any distribution of assets in accordance with the sums which would be payable on such distribution if all sums payable thereon were paid in full. Any distribution in connection with the liquidation, dissolution or winding up of the Company, or any bankruptcy or insolvency proceeding, shall be made in cash to the extent possible. Whenever any such distribution shall be paid in property other than cash, the value of such distribution shall be the fair market value of such property as determined in good faith by the Board.

(ii) Ranking . Except to the extent that the holders of at least 60% of the outstanding Preferred Shares (the “ Required Holders ”) expressly consent to the creation of Parity Stock (as defined below) or Senior Preferred Stock (as defined below) in accordance with Section 11, all shares of capital stock of the Company other than the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock shall be junior in rank to all Preferred Shares with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company (such junior stock is referred to herein collectively as “ Junior Stock ”). The rights of all such shares of capital stock of the Company shall be subject to the rights, powers, preferences and privileges of the Preferred Shares. Without limiting any other provision of this Certificate of Designation, without the prior express consent of the Required Holders, voting separate as a single class, the Company shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company (collectively, the “ Senior Preferred Stock ”), (ii) of pari passu rank to the Preferred Shares in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding-up of the Company (collectively, the “ Parity Stock ”) or (iii) any Junior Stock having a maturity date (or any other date requiring redemption or repayment of such shares of Junior Stock) that is prior to the date on which any Preferred Shares remain outstanding. In the event of the merger or consolidation of the Company with or into another corporation, the Preferred Shares shall maintain their relative rights, powers, designations, privileges and preferences provided for herein and no such merger or consolidation shall result inconsistent therewith

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3. Dividends . In addition to Sections 5(a) and 10 below, from and after the first date of issuance of any Preferred Shares (the “ Initial Issuance Date ”), each holder of a Preferred Share (each, a “ Holder ” and collectively, the “ Holders ”) shall be entitled to receive dividends (“ Dividends ”) when and as declared by the Board, from time to time, in its sole discretion, which Dividends shall be paid by the Company out of funds legally available therefor, payable, subject to the conditions and other terms hereof, in cash on the Stated Value of such Preferred Share. In addition to the foregoing, the Preferred Shares shall participate on an “as converted” basis, with all Dividends declared on the Common Stock (as defined below) of the Company as provided herein.

4. Conversion . Each Preferred Share shall be convertible into validly issued, fully paid and non-assessable shares of Common Stock on the terms and conditions set forth in this Section 4.

(a) Holder’s Conversion Right . At any time or times on or after the Initial Issuance Date, each Holder shall be entitled to convert any whole number of Preferred Shares into validly issued, fully paid and non-assessable shares of Common Stock in accordance with Section 4(c) at the Conversion Rate (as defined below).

(b) Conversion Rate . The number of validly issued, fully paid and non-assessable shares of Common Stock issuable upon conversion of each Preferred Share pursuant to Section 4(a) shall be determined according to the following formula (the “ Conversion Rate ”):

Base Amount

Conversion Price

No fractional shares of Common Stock are to be issued upon the conversion of any Preferred Shares. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up to the nearest whole share.

(i) Holder’s Conversion . To convert a Preferred Share into validly issued, fully paid and non-assessable shares of Common Stock on any date (a “ Conversion Date ”), a Holder shall deliver (whether via facsimile or otherwise), for receipt on or prior to 11:59 p.m., New York time, on such date, a copy of an executed notice of conversion of the share(s) of Preferred Shares subject to such conversion in the form attached hereto as Exhibit I (the “ Conversion Notice ”) to the Company. If required by Section 4(c)(vi), within five (5) Trading Days following a conversion of any such Preferred Shares as aforesaid, such Holder shall surrender to a nationally recognized overnight delivery service for delivery to the Company the original certificates representing the share(s) of Preferred Shares (the “ Preferred Share Certificates ”) so converted as aforesaid.

(ii) Company’s Response . On or before the first (1 st ) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile an acknowledgment of confirmation, in the form attached hereto as Exhibit II , of receipt of such Conversion Notice to such Holder and the transfer agent for the Company’s Common Stock (the “ Transfer Agent ”), which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance with the terms herein. On or before the second (2 nd ) Trading Day following the date of receipt by the Company of such Conversion Notice, the Company shall (1) provided that the Transfer Agent is participating in DTC Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which such Holder shall be entitled to such Holder’s or its designee’s balance account with DTC through its Deposit and Withdrawal at Custodian system, or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to the address as specified in such Conversion Notice, a certificate, registered in the name of such Holder or its designee, for the number of shares of Common Stock to which such Holder shall be entitled. If the number of Preferred Shares represented by the Preferred Share Certificate(s) submitted for conversion pursuant to Section 4(c)(vi) is greater than the number of Preferred Shares being converted, then the Company shall if requested by such Holder, as soon as practicable and in no event later than three (3) Trading Days after receipt of the Preferred Share Certificate(s) and at its own expense, issue and deliver to such Holder (or its designee) a new Preferred Share Certificate representing the number of Preferred Shares not converted.

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(iii) Record Holder . The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of Preferred Shares shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

(iv) Company’s Failure to Timely Convert . If the Company shall fail, for any reason or for no reason, except in the case that the relevant Preferred Share Certificate is required to be and shall not have been timely received by the Transfer Agent, to issue to a Holder within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise) (the “ Share Delivery Deadline ”), a certificate for the number of shares of Common Stock to which such Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit such Holder’s or its designee’s balance account with DTC for such number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion of any Preferred Shares (as the case may be) (a “ Conversion Failure ”), then, in addition to all other remedies available to such Holder, such Holder, upon written notice to the Company, (x) may void its Conversion Notice with respect to, and retain or have returned (as the case may be) any Preferred Shares that have not been converted pursuant to such Holder’s Conversion Notice, provided that the voiding of a Conversion Notice shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice pursuant to the terms of this Certificate of Designations or otherwise and (y) the Company shall pay in cash to such Holder on each day after such third (3 rd ) Trading Day that the issuance of such shares of Common Stock is not timely effected an amount equal to 1.0% of the greater of (y) the Stated Value of the Preferred Shares subject to the Conversion Failure and (z) the product of (A) the aggregate number of shares of Common Stock not issued to such Holder on a timely basis and to which the Holder is entitled and (B) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the last possible date on which the Company could have issued such shares of Common Stock to the Holder without violating Section 4(c). In addition to the foregoing, if within three (3) Trading Days after the Company’s receipt of a Conversion Notice (whether via facsimile or otherwise), the Company shall fail to issue and deliver a certificate to such Holder and register such shares of Common Stock on the Company’s share register or credit such Holder’s or its designee’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be), and if on or after such third (3 rd ) Trading Day such Holder (or any other Person in respect, or on behalf, of such Holder) purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such conversion that such Holder so anticipated receiving from the Company, then, in addition to all other remedies available to such Holder, the Company shall, within three (3) Business Days after such Holder’s request and in such Holder’s discretion, either (i) pay cash to such Holder in an amount equal to such Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of such Holder) (the “ Buy-In Price ”), at which point the Company’s obligation to so issue and deliver such certificate or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to such Holder a certificate or certificates representing such shares of Common Stock or credit such Holder’s balance account with DTC for the number of shares of Common Stock to which such Holder is entitled upon such Holder’s conversion hereunder (as the case may be) and pay cash to such Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment under this clause (ii).

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(v) Pro Rata Conversion; Disputes . In the event the Company receives a Conversion Notice from more than one Holder for the same Conversion Date and the Company can convert some, but not all, of such Preferred Shares submitted for conversion, the Company shall convert from each Holder electing to have Preferred Shares converted on such date a pro rata amount of such Holder’s Preferred Shares submitted for conversion on such date based on the number of Preferred Shares submitted for conversion on such date by such Holder relative to the aggregate number of Preferred Shares submitted for conversion on such date. In the event of a dispute as to the number of shares of Common Stock issuable to a Holder in connection with a conversion of Preferred Shares, the Company shall issue to such Holder the number of shares of Common Stock not in dispute and resolve such dispute in accordance with Section 21.

(vi) Book-Entry . Notwithstanding anything to the contrary set forth in this Section 4, upon conversion of any Preferred Shares in accordance with the terms hereof, no Holder thereof shall be required to physically surrender the certificate representing the Preferred Shares to the Company following conversion thereof unless (A) the full or remaining number of Preferred Shares represented by the certificate are being converted (in which event such certificate(s) shall be delivered to the Company as contemplated by this Section 4(c)(vi)) or (B) such Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of Preferred Shares upon physical surrender of any Preferred Shares. Each Holder and the Company shall maintain records showing the number of Preferred Shares so converted by such Holder and the dates of such conversions or shall use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of the certificate representing the Preferred Shares upon each such conversion. In the event of any dispute or discrepancy, such records of the Company establishing the number of Preferred Shares to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. A Holder and any transferee or assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Preferred Shares, the number of Preferred Shares represented by such certificate may be less than the number of Preferred Shares stated on the face thereof. Each certificate for Preferred Shares shall bear the following legend:

ANY TRANSFEREE OR ASSIGNEE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION’S CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 4(c)(vi) THEREOF. THE NUMBER OF SHARES OF SERIES E PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES E PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 4(c)(vi) OF THE CERTIFICATE OF DESIGNATIONS RELATING TO THE SHARES OF SERIES E PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

(d) Taxes . The Company shall pay any and all documentary, stamp, transfer (but only in respect of the registered holder thereof), issuance and other similar taxes that may be payable with respect to the issuance and delivery of shares of Common Stock upon the conversion of Preferred Shares.

5. Rights Upon Issuance of Purchase Rights and Other Corporate Events .

(a) Purchase Rights . In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues or sells any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “ Purchase Rights ”), then each Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of all the Preferred Shares held by such Holder immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

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(b) Other Corporate Events . In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “ Corporate Event ”), the Company shall make appropriate provision to insure that each Holder will thereafter have the right to receive upon a conversion of all the Preferred Shares held by such Holder (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which such Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by such Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of the Preferred Shares contained in this Certificate of Designations) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as such Holder would have been entitled to receive had the Preferred Shares held by such Holder initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. The provisions of this Section 5(b) shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designations.

6. Rights Upon Fundamental Transactions .

(a) Assumption . The Company shall not enter into or be party to a Fundamental Transaction unless (i) the Successor Entity assumes in writing all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents in accordance with the provisions of this Section 6 pursuant to written agreements in form and substance satisfactory to holders of Preferred Shares representing the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements to deliver to each holder of Preferred Shares in exchange for such Preferred Shares a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Certificate of Designations, including, without limitation, having a stated value and dividend rate equal to the stated value and dividend rate of the Preferred Shares held by the Holders and having similar ranking to the Preferred Shares, and reasonably satisfactory to the Required Holders and (ii) the Successor Entity (including its Parent Entity) is a publicly traded corporation whose shares of common stock are quoted on or listed for trading on an Eligible Market. Upon the occurrence of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Certificate of Designations and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Certificate of Designations and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein and therein. In addition to the foregoing, upon consummation of a Fundamental Transaction, the Successor Entity shall deliver to each Holder confirmation that there shall be issued upon conversion of the Preferred Shares at any time after the consummation of such Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such items still issuable under Sections 5 and 10, which shall continue to be receivable thereafter)) issuable upon the conversion of the Preferred Shares prior to such Fundamental Transaction, such shares of publicly traded common stock (or their equivalent) of the Successor Entity (including its Parent Entity) which each Holder would have been entitled to receive upon the happening of such Fundamental Transaction had all the Preferred Shares held by each Holder been converted immediately prior to such Fundamental Transaction (without regard to any limitations on the conversion of the Preferred Shares contained in this Certificate of Designations), as adjusted in accordance with the provisions of this Certificate of Designations. The provisions of this Section 6 shall apply similarly and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of the Preferred Shares.

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7. Rights Upon Issuance of Other Securities .

(a) Intentionally Omitted.

(b) Adjustment of Conversion Price upon Subdivision or Combination of Common Stock . Without limiting any provision of Sections 5 and 10, if the Company at any time on or after the Initial Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced. Without limiting any provision of Sections 5 and 10, if the Company at any time on or after the Initial Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period that a Conversion Price is calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.

(d) Calculations . All calculations under this Section 7 shall be made by rounding to the nearest one-hundred thousandth of a cent or the nearest 1/100 th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company, and the disposition of any such shares, other than a return thereof to the Company’s treasury for cancellation shall be considered an issue or sale of Common Stock.

8. Authorized Shares .

(a) Reservation . The Company shall initially reserve out of its authorized and unissued Common Stock a number of shares of Common Stock equal to 100% of the Conversion Rate with respect to the Base Amount of each Preferred Share as of the Initial Issuance Date (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Agreement and Plan of Reorganization have been issued, such Preferred Shares are convertible at the Conversion Price and without taking into account any limitations on the conversion of such Preferred Shares set forth in herein) issuable pursuant to the terms of this Certificate of Designations from the Initial Issuance Date through the second anniversary of the Initial Issuance Date assuming (assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Agreement and Plan of Reorganization have been issued and without taking into account any limitations on the issuance of securities set forth herein). So long as any of the Preferred Shares are outstanding, the Company shall take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, as of any given date, 100% of the number of shares of Common Stock as shall from time to time be necessary to effect the conversion of all of the Preferred Shares issued or issuable pursuant to the Agreement and Plan of Reorganization assuming for purposes hereof, that all the Preferred Shares issuable pursuant to the Agreement and Plan of Reorganization have been issued and without taking into account any limitations on the issuance of securities set forth herein), provided that at no time shall the number of shares of Common Stock so available be less than the number of shares required to be reserved by the previous sentence (without regard to any limitations on conversions contained in this Certificate of Designations) (the “ Required Amount ”). The initial number of shares of Common Stock reserved for conversions of the Preferred Shares and each increase in the number of shares so reserved shall be allocated pro rata among the Holders based on the number of Preferred Shares held by each Holder on the Initial Issuance Date or increase in the number of reserved shares (as the case may be) (the “ Authorized Share Allocation ”). In the event a Holder shall sell or otherwise transfer any of such Holder’s Preferred Shares, each transferee shall be allocated a pro rata portion of such Holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Preferred Shares shall be allocated to the remaining Holders of Preferred Shares, pro rata based on the number of Preferred Shares then held by such Holders.

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(b) Insufficient Authorized Shares . If, notwithstanding Section 8(a) and not in limitation thereof, at any time while any of the Preferred Shares remain outstanding the Company does not have a sufficient number of authorized and unissued shares of Common Stock to satisfy its obligation to have available for issuance upon conversion of the Preferred Shares at least a number of shares of Common Stock equal to the Required Amount (an “ Authorized Share Failure ”), then the Company shall promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve and have available the Required Amount for all of the Preferred Shares then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders or conduct a consent solicitation for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement (or consent solicitation statement, as the case may be) and shall use its best efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its Board to recommend to the stockholders that they approve such proposal. Nothing contained in this Section 8 shall limit any obligations of the Company under any provision of the Agreement and Plan of Reorganization. In the event that the Company is prohibited from issuing shares of Common Stock upon a conversion of any Preferred Share due to the failure by the Company to have sufficient shares of Common Stock available out of the authorized but unissued shares of Common Stock (such unavailable number of shares of Common Stock, the “ Authorization Failure Shares ”), in lieu of delivering such Authorization Failure Shares to such Holder of such Preferred Shares, the Company shall pay cash in exchange for the cancellation of such Preferred Shares convertible into such Authorized Failure Shares at a price equal to the greater of (y) the Stated Value of the Preferred Shares subject to the Conversion Notice with respect to such Authorization Failure Shares and (z) the sum of (i) the product of (x) such number of Authorization Failure Shares and (y) the Closing Sale Price on the Trading Day immediately preceding the date such Holder delivers the applicable Conversion Notice with respect to such Authorization Failure Shares to the Company and (ii) to the extent such Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by such Holder of Authorization Failure Shares, any brokerage commissions and other out-of-pocket expenses, if any, of such Holder incurred in connection therewith.

9. Voting Rights . Except as otherwise expressly required by law, each holder of Preferred Shares shall be entitled to vote on all matters submitted to shareholders of the Company and shall be entitled to such number of votes equal to two votes for every one share of Common Stock into which such Preferred Stock shall be convertible into at the record date for the determination of shareholders entitled to vote on such matter or, if no such record date is established, at the date such vote is taken or any written consent of shareholders is solicited. Except as otherwise required by law, the holders of Preferred Shares shall vote together with the holders of Common Stock on all matters and shall not vote as a separate class.

10. Participation . The Holders shall, as holders of Preferred Shares, be entitled to receive such dividends paid and distributions made to the holders of shares of Common Stock to the same extent as if such Holders had converted each Preferred Share held by each of them into shares of Common Stock and had held such shares of Common Stock on the record date for such dividends and distributions. Payments under the preceding sentence shall be made concurrently with the dividend or distribution to the holders of shares of Common Stock.

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11. Vote to Change the Terms of or Issue Preferred Shares . In addition to any other rights provided by law, except where the vote or written consent of the holders of a greater number of shares is required by law or by another provision of the Certificate of Incorporation, without first obtaining the affirmative vote at a meeting duly called for such purpose or the written consent without a meeting of the Required Holders, voting together as a single class, the Company shall not: (a) amend or repeal any provision of, or add any provision to, its Certificate of Incorporation or bylaws, or file any certificate of designations or articles of amendment of any series of shares of preferred stock, if such action would adversely alter or change in any respect the preferences, rights, privileges or powers, or restrictions provided for the benefit, of the Preferred Shares, regardless of whether any such action shall be by means of amendment to the Certificate of Incorporation or by merger, consolidation or otherwise; (b) increase or decrease (other than by conversion) the authorized number of Preferred Shares; (c) without limiting any provision of Section 2, create or authorize (by reclassification or otherwise) any new class or series of shares that has a preference over or is on a parity with the Preferred Shares with respect to dividends or the distribution of assets on the liquidation, dissolution or winding-up of the Company; (d) purchase, repurchase or redeem any shares of capital stock of the Company junior in rank to the Preferred Shares (other than pursuant to equity incentive agreements (that have in good faith been approved by the Board) with employees giving the Company the right to repurchase shares upon the termination of services); (e) without limiting any provision of Section 2, pay dividends or make any other distribution on any shares of any capital stock of the Company junior in rank to the Preferred Shares; or (f) without limiting any provision of Section 15, whether or not prohibited by the terms of the Preferred Shares, circumvent a right of the Preferred Shares.

12. Intentionally Omitted .

13. Lost or Stolen Certificates . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of any certificates representing Preferred Shares (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of an indemnification undertaking by the applicable Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of the certificate(s), the Company shall execute and deliver new certificate(s) of like tenor and date.

14. Remedies, Characterizations, Other Obligations, Breaches and Injunctive Relief. The remedies provided in this Certificate of Designations shall be cumulative and in addition to all other remedies available under this Certificate of Designations and any of the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and no remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy. Nothing herein shall limit any Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms of this Certificate of Designations. The Company covenants to each Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by a Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, each Holder shall be entitled, in addition to all other available remedies, to an injunction restraining any such breach or any such threatened breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to a Holder that is requested by such Holder to enable such Holder to confirm the Company’s compliance with the terms and conditions of this Certificate of Designations.

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15. Noncircumvention . The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Certificate of Designations, and will at all times in good faith carry out all the provisions of this Certificate of Designations and take all action as may be required to protect the rights of the Holders. Without limiting the generality of the foregoing or any other provision of this Certificate of Designations, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the conversion of any Preferred Shares above the Conversion Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the conversion of Preferred Shares and (iii) shall, so long as any Preferred Shares are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the conversion of the Preferred Shares, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the conversion of the Preferred Shares then outstanding (without regard to any limitations on conversion contained herein).

16. Failure or Indulgence Not Waiver . No failure or delay on the part of a Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party. This Certificate of Designations shall be deemed to be jointly drafted by the Company and all Holders and shall not be construed against any Person as the drafter hereof.

17. Notices . The Company shall provide each Holder of Preferred Shares with prompt written notice of all actions taken pursuant to the terms of this Certificate of Designations, including in reasonable detail a description of such action and the reason therefor. Whenever notice is required to be given under this Certificate of Designations, unless otherwise provided herein, such notice must be in writing and shall be given in accordance with the Agreement and Plan of Reorganization. Without limiting the generality of the foregoing, the Company shall give written notice to each Holder (i) promptly following any adjustment of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the Common Stock, (B) with respect to any grant, issuances, or sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property to all holders of shares of Common Stock as a class or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided, in each case, that such information shall be made known to the public prior to, or simultaneously with, such notice being provided to any Holder.

18. Transfer of Preferred Shares . The Holder may transfer some or all of its Preferred Shares without the consent of the Company.

19. Preferred Shares Register . The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the Holders), a register for the Preferred Shares, in which the Company shall record the name, address and facsimile number of the Persons in whose name the Preferred Shares have been issued, as well as the name and address of each transferee. The Company may treat the Person in whose name any Preferred Shares is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any properly made transfers.

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20. Stockholder Matters; Amendment .

(a) Stockholder Matters . Any stockholder action, approval or consent required, desired or otherwise sought by the Company pursuant to the DGCL, the Certificate of Incorporation, this Certificate of Designations or otherwise with respect to the issuance of Preferred Shares may be effected by written consent of the Company’s stockholders or at a duly called meeting of the Company’s stockholders, all in accordance with the applicable rules and regulations of the DGCL. This provision is intended to comply with the applicable sections of the DGCL permitting stockholder action, approval and consent affected by written consent in lieu of a meeting.

(b) Amendment . This Certificate of Designations or any provision hereof may be amended by obtaining the affirmative vote at a meeting duly called for such purpose, or written consent without a meeting in accordance with the DGCL, of the Required Holders, voting separate as a single class, and with such other stockholder approval, if any, as may then be required pursuant to the DGCL and the Certificate of Incorporation.

21. Dispute Resolution .

(a) Disputes Over Closing Bid Price, Closing Sale Price, Conversion Price, VWAP or Fair Market Value.

(i) In the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a VWAP or fair market value (as the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company or such applicable Holder (as the case may be) shall submit the dispute via facsimile (I) within two (2) Business Days after delivery of the applicable notice giving rise to such dispute to the Company or such Holder (as the case may be) or (II) if no notice gave rise to such dispute, at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion Price, such VWAP or such fair market value (as the case may be) by 5:00 p.m. (New York time) on the third (3 rd ) Business Day following such delivery by the Company or such Holder (as the case may be) of such dispute to the Company or such Holder (as the case may be), then such Holder shall select an independent, reputable investment bank to resolve such dispute.

(ii) Such Holder and the Company shall each deliver to such investment bank (x) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 22(a) and (y) written documentation supporting its position with respect to such dispute, in each case, no later than 5:00 p.m. (New York time) by the fifth (5 th ) Business Day immediately following the date on which such Holder selected such investment bank (the “ Dispute Submission Deadline ”) (the documents referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “ Required Dispute Documentation ”) (it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by such investment bank, neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).

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(iii) The Company and such Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and such Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees and expenses of such investment bank shall be borne solely by the Company, and such investment bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.

(b) Disputes Over Arithmetic Calculation of the Conversion Rate.

(i) In the case of a dispute as to the arithmetic calculation of a Conversion Rate, the Company or such Holder (as the case may be) shall submit the disputed arithmetic calculation via facsimile (i) within two (2) Business Days after delivery of the applicable notice giving rise to such dispute to the Company or such Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after such Holder learned of the circumstances giving rise to such dispute. If such Holder and the Company are unable to resolve such disputed arithmetic calculation of such Conversion Rate by 5:00 p.m. (New York time) on the third (3 rd ) Business Day following such delivery by the Company or such Holder (as the case may be) of such disputed arithmetic calculation, then such Holder shall select an independent, reputable accountant or accounting firm to perform such disputed arithmetic calculation.

(ii) Such Holder and the Company shall each deliver to such accountant or accounting firm (as the case may be) (x) a copy of the initial dispute submission so delivered in accordance with the first sentence of this Section 22(a) and (y) written documentation supporting its position with respect to such disputed arithmetic calculation, in each case, no later than 5:00 p.m. (New York time) by the fifth (5 th ) Business Day immediately following the date on which such Holder selected such accountant or accounting firm (as the case may be) (the “ Submission Deadline ”) (the documents referred to in the immediately preceding clauses (x) and (y) are collectively referred to herein as the “ Required Documentation ”) (it being understood and agreed that if either such Holder or the Company fails to so deliver all of the Required Documentation by the Submission Deadline, then the party who fails to so submit all of the Required Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit any written documentation or other support to such accountant or accounting firm (as the case may be) with respect to such disputed arithmetic calculation and such accountant or accounting firm (as the case may be) shall perform such disputed arithmetic calculation based solely on the Required Documentation that was delivered to such accountant or accounting firm (as the case may be) prior to the Submission Deadline). Unless otherwise agreed to in writing by both the Company and such Holder or otherwise requested by such accountant or accounting firm (as the case may be), neither the Company nor such Holder shall be entitled to deliver or submit any written documentation or other support to such accountant or accounting firm (as the case may be) in connection with such disputed arithmetic calculation of the Conversion Rate (other than the Required Documentation).

(iii) The Company and such Holder shall cause such accountant or accounting firm (as the case may be) to perform such disputed arithmetic calculation and notify the Company and such Holder of the results no later than ten (10) Business Days immediately following the Submission Deadline. The fees and expenses of such accountant or accounting firm (as the case may be) shall be borne solely by the Company, and such accountant’s or accounting firm’s (as the case may be) arithmetic calculation shall be final and binding upon all parties absent manifest error.

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(c) Miscellaneous. The Company expressly acknowledges and agrees that (i) this Section 22 constitutes an agreement to arbitrate between the Company and such Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules (“ CPLR ”) and that each party shall be entitled to compel arbitration pursuant to CPLR § 7503(a) in order to compel compliance with this Section 22, (ii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute such investment bank shall apply such findings, determinations and the like to the terms of this Certificate of Designations and any other applicable Transaction Documents, (iii) the terms of this Certificate of Designations and each other applicable Transaction Document shall serve as the basis for the selected accountant’s or accounting firm’s performance of the applicable arithmetic calculation, (iv) for clarification purposes and without implication that the contrary would otherwise be true, disputes relating to matters described in Section 22(a) shall be governed by Section 22(a) and not by Section 22(b), (v) such Holder (and only such Holder), in its sole discretion, shall have the right to submit any dispute described in this Section 22 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing the procedures set forth in this Section 22 and (vi) nothing in this Section 22 shall limit such Holder from obtaining any injunctive relief or other equitable remedies (including, without limitation, with respect to any matters described in Section 22(a) or Section 22(b)).

22. Certain Defined Terms . For purposes of this Certificate of Designations, the following terms shall have the following meanings:

(a) “ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

(b) “ Affiliate ” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “ control ” (including, with correlative meanings, the terms “ controlling ”, “ controlled by ” and “ under common control with ”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this definition, a Person shall be deemed to be “ controlled by ” a Person if such latter Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors of such former Person

(c) “ Agreement and Plan of Reorganization ” means the Agreement and Plan of Reorganization by and among the Company, Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company PolarityTE, Inc., a Nevada corporation and Denver Lough dated December 1, 2016

(d) “ Base Amount ” means, with respect to each Preferred Share, as of the applicable date of determination, the sum of (1) the Stated Value thereof, plus (2) the Unpaid Dividend Amount thereon as of such date of determination.

(e) “ Bloomberg ” means Bloomberg, L.P.

(f) “ Business Day ” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

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(g) “ Closing Bid Price ” and “ Closing Sale Price ” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by the Company and the applicable Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 21. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

(h) “ Common Stock ” means (i) the Company’s shares of common stock, $0.001 par value per share, and (ii) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

(i) “ Conversion Price ” means, with respect to each Preferred Share, as of any Conversion Date or other applicable date of determination, $1.00, subject to adjustment as provided herein.

(j) “ Convertible Securities ” means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

(k) “ Eligible Market ” means the Principal Market, The New York Stock Exchange, the NYSE MKT, the NASDAQ Capital Market, the Nasdaq Global Select Market, the Nasdaq Global Market, the OTCQX and the OTCQB (or any successor thereto).

(l) “ Fundamental Transaction ” “ means that (i) the Company or any of its Subsidiaries shall, directly or indirectly, in one or more related transactions, (1) consolidate or merge with or into (whether or not the Company or any of its Subsidiaries is the surviving corporation) any other Person, or (2) sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of its respective properties or assets to any other Person, or (3) allow any other Person to make a purchase, tender or exchange offer that is accepted by the holders of more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (4) consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with any other Person whereby such other Person acquires more than 50% of the outstanding shares of Voting Stock of the Company (not including any shares of Voting Stock of the Company held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination), or (5) reorganize, recapitalize or reclassify the Common Stock, or (ii) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Voting Stock of the Company.

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(m) “ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(n) “ Parent Entity ” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

(o) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(p) “ Principal Market ” means the NASDAQ Capital Market.

(q) “ SEC ” means the Securities and Exchange Commission or the successor thereto.

(r) “ Stated Value ” shall mean $1,000 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the Initial Issuance Date with respect to the Preferred Shares.

(s) “ Subsidiaries ” shall means any corporation, partnership, limited liability company, joint venture, trust, association or other entity of which the Company owns, directly or indirectly, (i) 50% or more of the stock or other equity interests the holders of which are generally entitled to elect at least a majority of the board of directors or other governing body of such corporation, partnership, limited liability company, joint venture, trust, association or other entity or (ii) if there are no such voting interests, 50% or more of the equity interests in such corporation, partnership, limited liability company, joint venture, trust, association or other entity.

(t) “ Successor Entity ” means the Person (or, if so elected by the Required Holders, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Required Holders, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(u) “ Trading Day ” means, as applicable, (x) with respect to all price determinations relating to the Common Stock, any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Required Holders or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.

(v) “ Transaction Documents ” means the Agreement and Plan of Reorganization

(w) and each of the other agreements and instruments entered into or delivered by the Company or any of the Holders in connection with the transactions contemplated by the Agreement and Plan of Reorganization , all as may be amended from time to time in accordance with the terms thereof.

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(x) “ Unpaid Dividend Amount ” means, as of the applicable date of determination, with respect to each Preferred Share, all accrued and unpaid Dividends on such Preferred Share.

(y) “ Voting Stock ” of a Person means capital stock of such Person of the class or classes pursuant to which the holders thereof have the general voting power to elect, or the general power to appoint, at least a majority of the board of directors, managers, trustees or other similar governing body of such Person (irrespective of whether or not at the time capital stock of any other class or classes shall have or might have voting power by reason of the happening of any contingency).

(z) “ VWAP ” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function set to “weighted average” or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value as mutually determined by the Company and such Holder. If the Company and such Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 22. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during such period.

23. Disclosure . Upon receipt or delivery by the Company of any notice in accordance with the terms of this Certificate of Designations, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall simultaneously with any such receipt or delivery publicly disclose such material, non-public information on a Current Report on Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to each Holder contemporaneously with delivery of such notice, and in the absence of any such indication, each Holder shall be allowed to presume that all matters relating to such notice do not constitute material, non-public information relating to the Company or its Subsidiaries. Nothing contained in this Section 23 shall limit any obligations of the Company, or any rights of any Holder, under the Subscription Agreements.

* * * * *

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designations of 0% Series E Convertible Preferred Stock of Majesco Entertainment Company to be signed by its [___] on this [___] day of [____], 2016.


	MAJESCO ENTERTAINMENT COMPANY


	By:
	Name:
	Title:

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EXHIBIT I

MAJESCO ENTERTAINMENT COMPANY

CONVERSION NOTICE

Reference is made to the Certificate of Designations, Preferences and Rights of the 0% Series E Convertible Preferred Stock of Majesco Entertainment Company (the “ Certificate of Designations ”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert the number of shares of Series E Convertible Preferred Stock, $0.001 par value per share (the “ Preferred Shares ”), of Majesco Entertainment Company, a Delaware corporation (the “ Company ”), indicated below into shares of common stock, $0.001 par value per share (the “ Common Stock ”), of the Company, as of the date specified below.

Date of Conversion:

Number of Preferred Shares to be converted:

Share certificate no(s). of Preferred Shares to be converted:

Tax ID Number (If applicable):

Conversion Price:_________________________________________________________

Number of shares of Common Stock to be issued:

Please issue the shares of Common Stock into which the Preferred Shares are being converted in the following name and to the following address:

Issue to:

Address: _________________________________________

Telephone Number: ________________________________

Facsimile Number:

Holder:

By:

Title:

Dated:_____________________________

Account Number (if electronic book entry transfer):

Transaction Code Number (if electronic book entry transfer):

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EXHIBIT II

ACKNOWLEDGMENT

The Company hereby acknowledges this Conversion Notice and hereby directs [ ] to issue the above indicated number of shares of Common Stock in accordance with the Irrevocable Transfer Agent Instructions dated __________, 2016 from the Company and acknowledged and agreed to by [ ].

MAJESCO ENTERTAINMENT COMPANY

By:

Name:

Title:

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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into as of the 1st day of December 2016, by and between Majesco Entertainment Company, a Delaware corporation headquartered at 404I-T Hadley Road, S. Plainfield, New Jersey 07080 (“ Parent ”) and Denver Lough, an individual (“ Executive ”). As used herein, the “ Effective Date ” of this Agreement shall mean the Closing date as defined in that certain Merger Agreement (as defined below) and executed contemporaneously herewith.

W I T N E S S E T H:

WHEREAS, the Executive desires to be employed by the Parent as its Chief Executive Officer and Chief Scientific Officer and the Parent wishes to employ the Executive in such capacities, in each case, commencing on and as of the Effective Date.

WHEREAS, the Executive and Parent are entering into this Agreement and the Merger Agreement and the additional Transaction Documents which describes the acquisition of Polarityte, Inc., a Nevada corporation (the “ Company ”) and certain Patent(s) (as defined below) by the Parent, including recapitalization of the Parent in a transaction intended to be tax-free to the Executive, establishing control of at least a majority of the Parent’s issued an outstanding voting capital stock by Executive immediately following Closing, election of a board of directors, prosecution of the Patents (as defined below), and commercial development of the Patents and related technology.

WHEREAS, contemporaneously with the execution of this Agreement by Executive, and as a condition to the effectiveness hereof, Executive has irrevocably assigned Patent No. WO/2016/089825 and PCT/US2015/063114 (the “Patents”) pursuant to that certain Assignment Agreement to the Company (the “ Assignment Agreement ”). .

Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Parent and the Executive hereby agree as follows:

1. Employment and Duties . The Parent agrees to employ and the Executive agrees to serve as the Parent’s Chief Executive Officer, Chief Scientific Officer and Chairman of the Board. The duties and responsibilities of the Executive shall include the duties and responsibilities as the Parent’s Board of Directors (“ Board ”) may from time to time assign to the Executive.

Upon the Effective Date of this Agreement (or as promptly as practicable thereafter), Executive shall be appointed to serve as a member of the Board, pursuant to the terms and conditions of the Parent’s bylaws, as amended. For so long as Executive is Chief Executive Officer, the Parent shall use commercially reasonable efforts, subject to applicable law and regulations of the The NASDAQ Stock Market LLC, to cause Executive to be nominated for election as a director and to be recommended to the stockholders for election as a director.

The Executive shall devote his full time efforts and services to the business and affairs of the Parent and its subsidiaries. Nothing in this Section 1 shall prohibit the Executive from: (A) serving as a director or member of any other board, committee thereof of any other entity or organization; (B) delivering lectures, fulfilling speaking engagements, and any writing or publication relating to his area of expertise; (C) serving as a director or trustee of any governmental, charitable or educational organization; (D) engaging in additional activities in connection with personal investments and community affairs, including, without limitation, professional or charitable or similar organization committees, boards, memberships or similar associations or affiliations (E) serving in health care facilities as a physician in order to maintain his license to practice medicine, or (F) performing advisory activities, provided, however, such activities are not in competition with the business and affairs of the Parent or would tend to cast executive of Parent in a negative light in the reasonable judgment of the Board.

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2. Term . The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year following the Effective Date and shall be automatically renewed for successive one (1) year periods thereafter unless either party provides the other party with written notice of his or its intention not to renew this Agreement at least three (3) months prior to the expiration of the initial term or any renewal term of this Agreement. “ Employment Period ” shall mean the initial one (1) year term plus renewals, if any.

3. Place of Employment . The Executive’s services shall be performed at such location or locations as Executive shall determine, in his sole discretion.

4. Base Salary and Board Fees . The Parent agrees to pay the Executive a base salary (“ Base Salary ”) of $350,000.00 per annum for the position(s) of Chief Executive Officer and Chief Scientific Officer. Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid in periodic installments in accordance with the Parent’s regular payroll practices. Executive shall, subject to policies and procedures of the Parent’s Board of Directors, be eligible to additional fees for service on the Parent’s Board.

5. Incentive Compensation and Bonuses .

(a) Executive Employment Agreement Signing Bonus: Upon execution of this Agreement, the Parent shall pay to Executive an initial signing bonus of $100,000.00

(b) Annual Bonus: For each fiscal year during the term of employment, the Executive shall be eligible to receive a bonus in the amount of 100% of annual salary, if any, as may be determined from time to time by the Board in its discretion. The Annual Bonus shall be paid by the Parent to the Executive promptly after determination that the relevant targets, if any, have been met, it being understood that the attainment of any financial targets associated with any bonus shall not be determined until following the completion of the Parent’s annual audit and public announcement of such results and shall be paid promptly following the Parent’s announcement of earnings. In the event that the Compensation Committee is unable to act or if there shall be no such Compensation Committee, then all references herein to the Compensation Committee (except in the proviso to this sentence) shall be deemed to be references to the Board. Upon his termination from employment, the Executive shall be entitled to receive a pro-rata portion of the Annual Bonus calculated based upon his final day of employment, regardless of whether he is employed by the Parent through the conclusion of the fiscal quarter or year, as the case may be, on which the Annual Bonus is based.

(c) Equity Awards and Incentive Compensation : During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Parent (such awards under such plan or program, the “ Share Awards ”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions. And any additional terms and conditions as determined by the Compensation Committee or the Board. On the Effective Date, the Board of Directors of Parent shall award and reserve for issuance 10 year options to purchase 3,000,000 shares of common stock pursuant to the Parent’s Incentive Stock and Option Plan at the fair market value thereof (as determined by NASDAQ) to such persons eligible for such awards to be determined by Executive.

6. Severance Compensation :

(A) Separation Payment . Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option.

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Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “ Separation Payment ”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

The Executive may continue coverage with respect to the Parent’s group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for himself and each of his “ Qualified Beneficiaries ” as defined by COBRA (“ COBRA Coverage ”). The Parent shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive’s termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Parent must receive documentation of the COBRA premium payment within ninety (90) days of its payment.

(B) Special Participation Payment upon Involuntary Termination of Executive . Provided Executive shall not be in material breach of this Agreement, Executive shall have the right to Participation Payments (as defined below) paid to Parent (or any Affiliate) from commercial transactions associated with the Patents and intellectual property rights associated with the Patents (sales or licenses to third parties), net of Deductible Purchaser Expenses (as defined below) (“ Profits ”) on and following the final issuance to the Parent (or an Affiliate) by the USPTO of a United States Patent under the pending Patent application and assigned to the Company upon either: (A) termination of Executive’s employment by Executive with Good Reason, or (B) upon termination of Executive’s employment by Parent without Cause (as such terms are defined below).

The Parent will wire transfer within thirty (30) days following the end of each calendar quarter, to the account specified by Executive or such other account as most recently specified in writing by Executive, an amount equal to the product of (A) the applicable Participation Percentage multiplied by (B) the Participation Income for the most recently completed calendar quarter ( “ Participation Payments ” ),

“ Deductible Purchaser Expenses ,” for any particular calendar quarter, means (i) the cumulative amount of all charges and out-of-pocket costs and expenses (including research and development, patenting, operating expenses, allocable portion of overhead, insurance, samples, models, training, discounts, allowances, givebacks and similar items of value) incurred by the Parent and its Affiliates where such costs are incurred from the business of the Parent and such Affiliates related to the Patents and any intellectual property associated with the Patents on and following the Closing and (ii) costs and expenses associated with assertion and/or litigation of the Patents or any intellectual property associated with the Patents.

“ Participation Income ” for any particular calendar quarter means the Profits of Parent and its Affiliates (as reported and in accordance with US GAAP) received for each calendar quarter minus Deductible Purchaser Expenses.

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“ Participation Percentage ” for any particular calendar quarter means five (5%) percent of Participation Income.

Parent shall keep full, clear and accurate records with respect to the Participation Income and Participation Payments and shall furnish any information which Seller may reasonably prescribe from time to time to enable Seller to ascertain the proper Participation Payments due under this Agreement. Parent shall retain such records with respect to the Participation Payments for at least three (3) years from each such payment. Executive shall have the right, annually, through a national auditing firm, to make an examination, during normal business hours, of all records and accounts bearing upon the amount of Participation Payments payable under this Agreement. Prompt adjustment shall be made to compensate for any errors or omissions disclosed by such examination. Parent shall be responsible for all its costs of any such audit unless the audit reveals an underpayment by Parent of at least $100,000 for the audited period. In such an event, Parent shall be responsible for Executive’s costs of the audit. Based on audited financials, Parent will provide Executive with a calculation of the amounts due with respect to each of the quarters in such recently ended calendar year (a “ Year End Statement ”). The Year End Statement is due to Executive within fifteen (15) days of Parent’s receipt of audited financial statements certified by Parent’s auditor. Within ten (10) days following receipt of such Year End Statement, Parent or Executive., as the case may be, will pay, (without interest) to the other, any amounts in excess of or remaining due as shown in the Year End Statement.

If a dispute arises with respect to the amounts of Participation Payments due, the parties will negotiate the matter in good faith during a four (4) week period. If a dispute remains after such good faith negotiations, the parties will as expeditiously as possible (in any event within sixty days) seek mediation to resolve the remaining matters. If no agreement is reached, the parties may exercise all rights available hereunder at law.

7. Clawback Rights . The Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “ Clawback Benefits ”) shall be subject to “ Clawback Rights ” as follows: during the period that the Executive is employed by the Parent and upon the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any financial results from which any Clawback Benefits to the Executive shall have been determined, the Executive agrees to repay any amounts which were determined by reference to any Parent financial results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts that would have been paid, based on the restatement of the Parent’s financial information. All Clawback Benefits amounts resulting from such restated financial results shall be retroactively adjusted by the Compensation Committee to take into account the restated results, and any excess portion of the Clawback Benefits resulting from such restated results shall be immediately surrendered to the Parent and if not so surrendered within ninety (90) days of the revised calculation being provided to the Executive by the Compensation Committee following a publicly announced restatement, the Parent shall have the right to take any and all action to effectuate such adjustment. The calculation of the revised Clawback Benefits amount shall be determined by the Compensation Committee in good faith and in accordance with applicable law, rules and regulations. All determinations by the Compensation Committee with respect to the Clawback Rights shall be final and binding on the Parent and the Executive. The Clawback Rights shall terminate following a Change of Control as defined in Section 12(f), subject to applicable law, rules and regulations. For purposes of this Section 7, a restatement of financial results that requires a repayment of a portion of the Clawback Benefits amounts shall mean a restatement resulting from material non-compliance of the Parent with any financial reporting requirement under the federal securities laws and shall not include a restatement of financial results resulting from subsequent changes in accounting pronouncements or requirements which were not in effect on the date the financial statements were originally prepared (“ Restatements ”). The parties acknowledge it is their intention that the foregoing Clawback Rights as relates to Restatements conform in all respects to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“ Dodd-Frank Act ”) and require recovery of all “incentive-based” compensation, pursuant to the provisions of the Dodd-Frank Act and any and all rules and regulations promulgated thereunder from time to time in effect. Accordingly, the terms and provisions of this Agreement shall be deemed automatically amended from time to time to assure compliance with the Dodd-Frank Act and such rules and regulations as hereafter may be adopted and in effect.

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8. Expenses . The Executive shall be entitled to prompt reimbursement by the Parent for all reasonable ordinary and necessary travel, entertainment, and other expenses incurred by the Executive while employed (in accordance with the policies and procedures established by the Parent for its senior executive officers) in the performance of his duties and responsibilities under this Agreement; provided, that the Executive shall properly account for such expenses in accordance with Parent policies and procedures.

9. Other Benefits . During the term of this Agreement, the Executive shall be eligible to participate in incentive, stock purchase, savings, retirement (401(k)), and welfare benefit plans, including, without limitation, health, medical, dental, vision, life (including accidental death and dismemberment) and disability insurance plans (collectively, “ Benefit Plans ”), in substantially the same manner and at substantially the same levels as the Parent makes such opportunities available to the Parent’s managerial or salaried executive employees and/or its senior executives.

The Parent shall pay one hundred percent (100%) of the cost for any group medical, vision and/or dental coverage elected by and for the Executive and fifty percent (100%) of the additional incremental cost for any group medical, vision and/or dental coverage elected by the Executive for the Executive’s family.

The Executive shall be entitled to air travel, including travel by business class, as is reasonable and necessary for the performance of his duties and responsibilities, in accordance with the Parent’s policies as approved by the Board.

10. Vacation . During the term of this Agreement, the Executive shall be entitled to accrue, on a pro rata basis, twenty (20) paid vacation days per year. Vacation shall be taken at such times as are mutually convenient to the Executive and the Parent and no more than ten (10) consecutive days shall be taken at any one time without Parent approval in advance.

11. Termination of Employment:

(a) Death . If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Parent shall automatically terminate and the Parent’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6 regarding severance compensation.

(b) Disability . In the event that, during the term of this Agreement the Executive shall be prevented from performing his essential functions hereunder to the full extent required by the Parent by reason of Disability (as defined below), this Agreement and the Executive’s employment with the Parent shall automatically terminate. The Parent’s obligation to the Executive under such circumstances shall be those set forth in Section 6 regarding severance compensation. For purposes of this Agreement, “ Disability ” shall mean a physical or mental disability that prevents the performance by the Executive, with or without reasonable accommodation, of his essential functions hereunder for an aggregate of ninety (90) days or longer during any twelve (12) consecutive months. The determination of the Executive’s Disability shall be made by an independent physician who is reasonably acceptable to the Parent and the Executive (or his representative), be final and binding on the parties hereto and be made taking into account such competent medical evidence as shall be presented to such independent physician by the Executive and/or the Parent or by any physician or group of physicians or other competent medical experts employed by the Executive and/or the Parent to advise such independent physician.

(1) At any time during the Employment Period, the Parent may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “ Cause ” shall mean: (a) the willful and continued failure of the Executive to perform substantially his duties and responsibilities for the Parent (other than any such failure resulting from the Executive’s death or Disability) after a written demand by the Board for substantial performance is delivered to the Executive by the Parent, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days following his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to, a felony, or (c) fraud, dishonesty or gross misconduct which is materially and demonstratively injurious to the Parent. Termination under clauses (b) or (c) of this Section 11(c)(1) shall not be subject to cure.

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(2) For purposes of this Section 11(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless done, or omitted to be done, by him in bad faith and without reasonable belief that his action or omission was in, or not opposed to, the best interest of the Parent. Between the time the Executive receives written demand regarding substantial performance, as set forth in subparagraph (1) above, and prior to an actual termination for Cause, the Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event. After such hearing, termination for Cause must be approved by a majority vote of the full Board (other than the Executive). After providing the written demand regarding substantial performance, the Board may suspend the Executive with full pay and benefits until a final determination by the full Board has been made.

(3) Upon termination of this Agreement for Cause, the Parent shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date in accordance with Parent policy. The Parent shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(d) For Good Reason or a Change of Control or Without Cause .

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) below the Executive may terminate this Agreement and the Executive’s employment with the Parent for “Good Reason” or for a “Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from and subordinate to the title Chief Executive Officer of the Parent, provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or (C) material breach by the Parent of this Agreement.

(2) The Executive shall not be entitled to terminate this Agreement for Good Reason unless and until he shall have delivered written notice to the Parent within ninety (90) days of the date upon which the facts giving rise to Good Reason occurred of his intention to terminate this Agreement and his employment with the Parent for Good Reason, which notice specifies in reasonable detail the circumstances claimed to provide the basis for such termination for Good Reason, and the Parent shall not have eliminated the circumstances constituting Good Reason within thirty (30) days of its receipt from the Executive of such written notice. In the event the Executive elects to terminate this Agreement for Good Reason in accordance with Section 11(d)(1), such election must be made within the twenty-four (24) months following the initial existence of one or more of the conditions constituting Good Reason as provided in Section 11(d)(1). In the event the Executive elects to terminate this Agreement for a Change in Control in accordance with Section 11(d)(1), such election must be made within one hundred eighty (180) days of the occurrence of the Change of Control.

(3) In the event that the Executive terminates this Agreement and his employment with the Parent for Good Reason or for a Change of Control or the Parent terminates this Agreement and the Executive’s employment with the Parent without Cause, the Parent shall pay or provide to the Executive (or, following his death, to the Executive’s heirs, administrators or executors) the severance compensation set forth in Section 6 above. The Parent shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

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(4) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 11(d) by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 11(d) be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by the Executive from any other source at any time before and after the termination date. The Parent’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Parent may have against the Executive for any reason.

(e) Without “Good Reason” by the Executive . At any time during the term of this Agreement, the Executive shall be entitled to terminate this Agreement and the Executive’s employment with the Parent without Good Reason and other than for a Change of Control by providing prior written notice of at least thirty (30) days to the Parent. Upon termination by the Executive of this Agreement or the Executive’s employment with the Parent without Good Reason and other than for a Change of Control, the Parent shall have no further obligations or liability to the Executive or his heirs, administrators or executors with respect to compensation and benefits thereafter, except for the obligation to pay the Executive any Base Salary earned through the date of termination to be paid according to Section 4; any unpaid Annual Bonus to be paid according to Section 5; reimbursement of any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; and any accrued but unused vacation time through the termination date in accordance with Parent policy. The Parent shall deduct, from all payments made hereunder, all applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions.

(f) Change of Control . For purposes of this Agreement, “ Change of Control ” shall mean the occurrence of any one or more of the following: (i) the accumulation (if over time, in any consecutive twelve (12) month period), whether directly, indirectly, beneficially or of record, by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) or more of the shares of the outstanding Common Stock of the Parent, whether by merger, consolidation, sale or other transfer of shares of Common Stock (other than a merger or consolidation where the stockholders of the Parent prior to the merger or consolidation are the holders of a majority of the voting securities of the entity that survives such merger or consolidation), (ii) a sale of all or substantially all of the assets of the Parent or (iii) during any period of twelve (12) consecutive months, the individuals who, at the beginning of such period, constitute the Board, and any new director whose election by the Board or nomination for election by the Parent’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the twelve (12) month period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; provided that the following acquisitions shall not constitute a Change of Control for the purposes of this Agreement: any acquisition of Common Stock or securities convertible into Common Stock by any employee benefit plan (or related trust) sponsored by or maintained by the Parent.

(g) Any termination of the Executive’s employment by the Parent or by the Executive (other than termination by reason of the Executive’s death) shall be communicated by written Notice of Termination to the other party of this Agreement. For purposes of this Agreement, a “ Notice of Termination ” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, provided, however, failure to provide timely notification shall not affect the employment status of the Executive.

12. Confidential Information .

(a) Disclosure of Confidential Information. The Executive recognizes, acknowledges and agrees that he has had and will continue to have access to secret and confidential information regarding the Parent, its subsidiaries and their respective businesses (“ Confidential Information ”), including but not limited to, its products, methods, formulas, software code, patents, sources of supply, customer dealings, data, know-how, trade secrets and business plans, provided such information is not in or does not hereafter become part of the public domain, or become known to others through no fault of the Executive. The Executive acknowledges that such information is of great value to the Parent, is the sole property of the Parent, and has been and will be acquired by him in confidence. In consideration of the obligations undertaken by the Parent herein, the Executive will not, at any time, during or after his employment hereunder, reveal, divulge or make known to any person, any information acquired by the Executive during the course of his employment, which is treated as confidential by the Parent, and not otherwise in the public domain. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder.

(b) The Executive affirms that he does not possess and will not rely upon the protected trade secrets or confidential or proprietary information of any prior employer(s) in providing services to the Parent or its subsidiaries.

(c) In the event that the Executive’s employment with the Parent terminates for any reason, the Executive shall deliver forthwith to the Parent any and all originals and copies, including those in electronic or digital formats, of Confidential Information; provided, however, the Executive shall be entitled to retain (i) papers and other materials of a personal nature, including, but not limited to, photographs, correspondence, personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showing his compensation or relating to reimbursement of expenses, (iii) information that he reasonably believes may be needed for tax purposes and (iv) copies of plans, programs and agreements relating to his employment, or termination thereof, with the Parent. The covenants and agreements in this Section 12 shall exclude excludes information (A) which is in the public domain through no unauthorized act or omission of Executive or (B) which becomes available to Executive on a non-confidential basis from a source other than Parent or its affiliates without breach of such source’s confidentiality or non-disclosure obligations to Parent or any of its affiliates.

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13. Non-Competition and Non-Solicitation.

(a) The Executive agrees and acknowledges that the Confidential Information that the Executive has already received and will receive is valuable to the Parent and that its protection and maintenance constitutes a legitimate business interest of the Parent, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the Parent’s Business (as defined in Section 13(b) (1) below) is conducted worldwide (the “ Territory ”), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Parent, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment hereunder for the time periods specified below.

(b) The Executive hereby agrees and covenants that he shall not without the prior written consent of the Parent, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or any other individual or representative capacity (other than (i) as a holder of less than two (2%) percent of the outstanding securities of a company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an equity or debt position in portfolio companies that are competitive with the Parent; provided however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies), or whether on the Executive's own behalf or on behalf of any other person or entity or otherwise howsoever, during the Term and thereafter to the extent described below, within the Territory:

(1) Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the Business of the Parent, as defined in the next sentence. For purposes hereof, the Parent’s “Business” shall mean research, development, techniques and technology in any manner involving or related to regeneration of functionally polarized tissue by use of Leucine-rich repeat-containing G-protein coupled Receptor (LGR) expressing cells and any and all inventions, technology and trade secrets related thereto or a result of the services of Employee hereunder, as well as all activities that involve the making, use or licensing thereof.

(2) Recruit, solicit or hire, or attempt to recruit, solicit or hire, any employee, or independent contractor of the Parent to leave the employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the Business of the Parent;

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(3) Attempt in any manner to solicit or accept from any customer of the Parent, with whom Executive had significant contact during Executive’s employment by the Parent (whether under this Agreement or otherwise), business of the kind or competitive with the business done by the Parent with such customer or to persuade or attempt to persuade any such customer to cease to do business or to reduce the amount of business which such customer has customarily done or might do with the Parent, or if any such customer elects to move its business to a person other than the Parent, provide any services of the kind or competitive with the business of the Parent for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person for the purpose of competing with the Business of the Parent; or

(4) Interfere with any relationship, contractual or otherwise, between the Parent and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Parent, for the purpose of soliciting such other party to discontinue or reduce its business with the Parent for the purpose of competing with the Business of the Parent.

With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Term of this Agreement and for a period of two (2) years thereafter.

14. Section 409A .

The provisions of this Agreement are intended to comply with or are exempt from Section 409A of the Code (“ Section 409A ”) and the related Treasury Regulations and shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. The Parent and the Executive agree to work together in good faith to consider amendments to this Agreement and to take such reasonable actions necessary, appropriate or desirable to avoid imposition of any additional tax under Section 409A or income recognition prior to actual payment to the Executive under this Agreement.

It is intended that any expense reimbursement made under this Agreement shall be exempt from Section 409A. Notwithstanding the foregoing, if any expense reimbursement made under this Agreement shall be determined to be “deferred compensation” subject to Section 409A (“ Deferred Compensation ”), then (a) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit, (b) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (provided that this clause (b) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect) and (c) such payments shall be made on or before the last day of the taxable year following the taxable year in which the expense was incurred.

With respect to the time of payments of any amount under this Agreement that is Deferred Compensation, references in the Agreement to “termination of employment” and substantially similar phrases, including a termination of employment due to the Executive’s Disability, shall mean “ Separation from Service ” from the Parent within the meaning of Section 409A (determined after applying the presumptions set forth in Treasury Regulation Section 1.409A-1(h)(1)). Each installment payable hereunder shall constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b), including Treasury Regulation Section 1.409A-2(b)(2)(iii). Each payment that is made within the terms of the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4) is intended to meet the “short-term deferral” rule. Each other payment is intended to be a payment upon an involuntary termination from service and payable pursuant to Treasury Regulation Section 1.409A-1(b)(9)(iii), et. seq., to the maximum extent permitted by that regulation, with any amount that is not exempt from Code Section 409A being subject to Code Section 409A.

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Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Section 409A at the time of the Executive’s termination, then only that portion of the severance and benefits payable to the Executive pursuant to this Agreement, if any, and any other severance payments or separation benefits which may be considered Deferred Compensation (together, the “ Deferred Separation Benefits ”), which (when considered together) do not exceed the Section 409A Limit (as defined herein) may be made within the first six (6) months following the Executive’s termination of employment in accordance with the payment schedule applicable to each payment or benefit. Any portion of the Deferred Separation Benefits in excess of the Section 409A Limit otherwise due to the Executive on or within the six (6) month period following the Executive’s termination will accrue during such six (6) month period and will become payable in one lump sum cash payment on the date six (6) months and one (1) day following the date of the Executive’s termination of employment. All subsequent Deferred Separation Benefits, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Executive dies following termination but prior to the six (6) month anniversary of the Executive’s termination date, then any payments delayed in accordance with this paragraph will be payable in a lump sum as soon as administratively practicable after the date of the Executive’s death and all other Deferred Separation Benefits will be payable in accordance with the payment schedule applicable to each payment or benefit.

For purposes of this Agreement, “ Section 409A Limit ” shall mean a sum equal to (x) the amounts payable within the terms of the “short-term deferral” rule under Treasury Regulation Section 1.409A-1(b)(4) plus (y) the amount payable as “separation pay due to involuntary separation from service” under Treasury Regulation Section 1.409A-1(b)(9)(iii) equal to the lesser of two (2) times: (i) the Executive’s annualized compensation from the Parent based upon his annual rate of pay during the Executive’s taxable year preceding his taxable year when his employment terminated, as determined under Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1); and (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive’s employment is terminated.

15. Miscellaneous.

(a) Neither the Executive nor the Parent may assign or delegate any of their rights or duties under this Agreement without the express written consent of the other; provided, however, that the Parent shall have the right to delegate its obligation of payment of all sums due to the Executive hereunder, provided that such delegation shall not relieve the Parent of any of its obligations hereunder.

(b) During the term of this Agreement, the Parent (i) shall indemnify and hold harmless the Executive and his heirs and representatives to the maximum extent provided by the laws of the State of Delaware and by Parent’s bylaws and (ii) shall cover the Executive under the Parent’s directors’ and officers’ liability insurance on the same basis as it covers other senior executive officers and directors of the Parent.

(c) This Agreement constitutes and embodies the full and complete understanding and agreement of the parties with respect to the Executive’s employment by the Parent, supersedes all prior understandings and agreements, whether oral or written, between the Executive and the Parent, and shall not be amended, modified or changed except by an instrument in writing executed by the party to be charged. If any provision of this Agreement, or the application thereof, shall for any reason and to any extent be invalid or unenforceable, then the remainder of this Agreement and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the parties hereto. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of the void or unenforceable provision. No waiver by either party of any provision or condition to be performed shall be deemed a waiver of similar or dissimilar provisions or conditions at the same time or any prior or subsequent time.

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(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

(f) All notices, requests, demands and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when personally delivered, sent by registered or certified mail, return receipt requested, postage prepaid, or by reputable national overnight delivery service (e.g., Federal Express) for overnight delivery to the party at the address set forth in the preamble to this Agreement, or to such other address as either party may hereafter give the other party notice of in accordance with the provisions hereof. Notices shall be deemed given on the sooner of the date actually received or the third business day after deposited in the mail or one business day after deposited with an overnight delivery service for overnight delivery.

(g) This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, and each of the parties hereto irrevocably consents to the jurisdiction and venue of the federal and state courts located in the State of New York, County of New York, for any disputes arising out of this Agreement, or the Executive’s employment with the Parent. The prevailing party in any dispute arising out of this Agreement shall be entitled to his or its reasonable attorney’s fees and costs.

(h) This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument. The parties hereto have executed this Agreement as of the date set forth above.

(i) The Executive represents and warrants to the Parent, that he has the full power and authority to enter into this Agreement and to perform his obligations hereunder and that the execution and delivery of this Agreement and the performance of his obligations hereunder will not conflict with any agreement to which the Executive is a party.

(j) The Parent represents and warrants to the Executive that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder and that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with any agreement to which the Parent is a party.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Parent have caused this Executive Employment Agreement to be executed as of the date first above written.

	MAJESCO ENTERTAINMENT COMPANY By: Name: __________________________________ Title: ______________________________ Date Signed: _____________________________
	Executive Date Signed: ____________________________

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Exhibit 10.2

EXECUTIVE EMPLOYMENT AGREEMENT

This EXECUTIVE EMPLOYMENT AGREEMENT (“ Agreement ”) is made and entered into as of the 1st day of December 2016, by and between Majesco Entertainment Company, a Delaware corporation headquartered at 404I-T Hadley Road, S. Plainfield, New Jersey 07080 (“ Parent ”) and Edward Swanson, an individual (“ Executive ”). As used herein, the “ Effective Date ” of this Agreement shall mean the Closing date as defined in that certain Merger Agreement (as defined below) and executed contemporaneously herewith.

W I T N E S S E T H:

WHEREAS, the Executive desires to be employed by the Parent as its Chief Operating Officer and the Parent wishes to employ the Executive in such capacities, in each case, commencing on and as of the Effective Date.

WHEREAS, contemporaneously with the execution of this Agreement by Executive, and as a condition to the effectiveness hereof, Denver Lough has assigned Patent No. WO/2016/089825 and PCT/US2015/063114 pursuant to that certain Assignment Agreement to the Company (the “Assignment Agreement ”). .

Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and their respective covenants and agreements contained in this document, the Parent and the Executive hereby agree as follows:

1. Employment and Duties . The Parent agrees to employ and the Executive agrees to serve as the Parent’s Chief Operating Officer The duties and responsibilities of the Executive shall include the duties and responsibilities as the Parent’s Board of Directors (“ Board ”) and Chief Executive Officer may from time to time assign to the Executive.

Upon the Effective Date of this Agreement (or as promptly as practicable thereafter), Executive shall be appointed to serve as a member of the Board, pursuant to the terms and conditions of the Parent’s bylaws, as amended. For so long as Executive is Chief Operating Officer , the Parent shall use commercially reasonable efforts, subject to applicable law and regulations of the The NASDAQ Stock Market LLC, to cause Executive to be nominated for election as a director and to be recommended to the stockholders for election as a director.

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3. Place of Employment . The Executive’s services shall be performed at such location or locations as Executive shall determine, in his sole discretion.

4. Base Salary and Board Fees . The Parent agrees to pay the Executive a base salary (“ Base Salary ”) of $300,000 per annum for the position(s) of Chief Operating Officer. Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid in periodic installments in accordance with the Parent’s regular payroll practices. Executive shall, subject to policies and procedures of the Parent’s Board of Directors, be eligible to additional fees for service on the Parent’s Board.

5. Incentive Compensation and Bonuses .

(a) Executive Employment Agreement Signing Bonus: Upon execution of this Agreement, the Parent shall pay to Executive an initial signing bonus of $100,000.

(c) Equity Awards and Incentive Compensation : During the term of employment, the Executive shall be eligible to participate in any equity-based incentive compensation plan or program adopted by the Parent (such awards under such plan or program, the “ Share Awards ”) as the Compensation Committee or Board may from time to time determine. Share Awards shall be subject to applicable plan terms and conditions. And any additional terms and conditions as determined by the Compensation Committee or the Board. On the Effective Date, the Board of Directors of Parent shall award and reserve for issuance 10 year options to purchase 846,000 shares of common stock pursuant to the Parent’s Incentive Stock and Option Plan at the fair market value thereof (as determined by NASDAQ) to Executive.

6. Severance Compensation :

Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option.

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The Parent shall pay one hundred percent (100%) of the cost for any group medical, vision and/or dental coverage elected by and for the Executive and fifty percent (50%) of the additional incremental cost for any group medical, vision and/or dental coverage elected by the Executive for the Executive’s family.

11. Termination of Employment:

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(d) For Good Reason or a Change of Control or Without Cause .

(1) At any time during the term of this Agreement and subject to the conditions set forth in Section 12(d)(2) below the Executive may terminate this Agreement and the Executive’s employment with the Parent for “Good Reason” or for a “Change of Control” (as defined in Section 12(f)). For purposes of this Agreement, “ Good Reason ” shall mean the occurrence of any of the following events without Executive’s consent: (A) the assignment to the Executive of duties that are significantly different from, and/or that result in a substantial diminution of, the duties that he assumed on the Effective Date (including reporting to anyone other than solely and directly to the Board); (B) the assignment to the Executive of a title that is different from and subordinate to the title Chief Operating Officer of the Parent, provided, however, for the absence of doubt following a Change of Control, should the Executive be required to serve in a diminished capacity in a division or unit of another entity (including the acquiring entity), such event shall constitute Good Reason regardless of the title of the Executive in such acquiring company, division or unit; or (C) material breach by the Parent of this Agreement.

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12. Confidential Information .

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13. Non-Competition and Non-Solicitation.

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14. Section 409A .

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15. Miscellaneous.

(d) This Agreement shall inure to the benefit of, be binding upon and enforceable against, the parties hereto and their respective successors, heirs, beneficiaries and permitted assigns.

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(e) The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

[Signature page follows immediately]

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IN WITNESS WHEREOF, the Executive and the Parent have caused this Executive Employment Agreement to be executed as of the date first above written.

	MAJESCO ENTERTAINMENT COMPANY By: Name: _____________________________ Title: _____________________________ Date Signed: ________________________
	Executive Date Signed: _________________________

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Exhibit 10.3

MAJESCO ENTERTAINMENT COMPANY

2017 EQUITY INCENTIVE PLAN

1.	PURPOSE OF PLAN

1.1 The purpose of this 2017 Equity Incentive Plan (this “ Plan ”) of Majesco Entertainment Company, a Delaware corporation (the “ Corporation ”), is to promote the success of the Corporation and to increase stockholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

2.	ELIGIBILITY

2.1 The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “ Eligible Person ” is any person who is either: (a) an officer (whether or not a director) or employee of the Corporation or one of its Subsidiaries; (b) a director of the Corporation or one of its Subsidiaries; or (c) an individual consultant who renders bona fide services (other than services in connection with the offering or sale of securities of the Corporation or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Corporation or one of its Subsidiaries) to the Corporation or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Corporation’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “ Securities Act ”), the offering and sale of shares issuable under this Plan by the Corporation, or the Corporation’s compliance with any other applicable laws. An Eligible Person who has been granted an award (a “ participant ”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “ Subsidiary ” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Corporation; and “ Board ” means the Board of Directors of the Corporation.

3.	PLAN ADMINISTRATION

3.1 The Administrator . This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “ Administrator ” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by Section 157 of the Delaware General Corporation Law and any other applicable law, to one or more officers of the Corporation, its powers under this Plan (a) to Eligible Persons who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of, such awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the bylaws of the Corporation or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the affirmative vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute due authorization of an action by the acting Administrator.

With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “ Code ”), this Plan shall be administered by a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable stock exchange, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable stock exchange). Awards granted to non-employee directors shall not be subject to the discretion of any officer or employee of the Corporation and shall be administered exclusively by a committee consisting solely of independent directors.

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3. 2 Powers of the Administrator . Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive awards under this Plan;

(b ) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards;

(c ) approve the forms of award agreements (which need not be identical either as to type of award or among participants);

(d ) construe and interpret this Plan and any agreements defining the rights and obligations of the Corporation, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e ) cancel, modify, or waive the Corporation’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f ) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or stock appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g ) adjust the number of shares of Common Stock subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to compliance with applicable stock exchange requirements, Sections 4 and 8.6 and the applicable requirements of Code Section 162(m) and treasury regulations thereunder with respect to awards that are intended to satisfy the requirements for performance-based compensation under Section 162(m), and provided that in no case (except due to an adjustment contemplated by Section 7 or any repricing that may be approved by stockholders) shall such an adjustment constitute a repricing (by amendment, cancellation and re-grant, exchange or other means) of the per share exercise or base price of any stock option or stock appreciation right or other award granted under this Plan, and further provided that any adjustment or change in terms made pursuant to this Section 3.2(g) shall be made in a manner that, in the good faith determination of the Administrator will not likely result in the imposition of additional taxes or interest under Section 409A of the Code;

(h ) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

(i ) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution, acceleration or succession of awards upon the occurrence of an event of the type described in Section 7;

(j ) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, stock of equivalent value, or other consideration; and

(k ) determine the Fair Market Value (as defined in Section 5.6) of the Common Stock or awards under this Plan from time to time and/or the manner in which such value will be determined.

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3.3 Binding Determinations. Any action taken by, or inaction of, the Corporation, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board, the Administrator, nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Corporation in respect of any claim, loss, damage or expense (including, without limitation, legal fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

3.4 Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including professional advisors to the Corporation. The Administrator shall not be liable for any such action or determination taken or made or omitted in good faith based upon such advice.

3.5 Delegation of Non-Discretionary Functions. In addition to the ability to delegate certain grant authority to officers of the Corporation as set forth in Section 3.1, the Administrator may also delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Corporation or any of its Subsidiaries or to third parties.

4.	SHARES OF COMMON STOCK SUBJECT TO THE PLAN; SHARE LIMIT

4.1 Shares Available. Subject to the provisions of Section 7.1, the capital stock available for issuance under this Plan shall be shares of the Corporation’s authorized but unissued Common Stock. For purposes of this Plan, “ Common Stock ” shall mean the common stock of the Corporation and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.

4.2 Share Limit. The maximum number of shares of Common Stock that may be delivered pursuant to awards granted to Eligible Persons under this Plan may not exceed 3,450,000 shares of Common Stock (the “ Share Limit ”).

The foregoing Share Limit is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

4.3 Awards Settled in Cash, Reissue of Awards and Shares. The Administrator may adopt reasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments in accordance with this Section 4.3. Shares shall be counted against those reserved to the extent such shares have been delivered and are no longer subject to a substantial risk of forfeiture. Accordingly, (i) to the extent that an award under the Plan, in whole or in part, is canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the number of shares underlying the award, or otherwise terminated without delivery of shares to the participant, the shares retained by or returned to the Corporation will not be deemed to have been delivered under the Plan and will be deemed to remain or to become available under this Plan; and (ii) shares that are withheld from such an award or separately surrendered by the participant in payment of the exercise price or taxes relating to such an award shall be deemed to constitute shares not delivered and will be deemed to remain or to become available under the Plan. The foregoing adjustments to the Share Limit of this Plan are subject to any applicable limitations under Section 162(m) of the Code with respect to awards intended as performance-based compensation thereunder.

4.4 Reservation of Shares; No Fractional Shares. The Corporation shall at all times reserve a number of shares of Common Stock sufficient to cover the Corporation’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Corporation has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan.

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AWARDS

5.1 Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Corporation or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

5.1.1 Stock Options. A stock option is the grant of a right to purchase a specified number of shares of Common Stock during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ ISO ”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be not less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of the option. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.5.

5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate Fair Market Value (determined at the time of grant of the applicable option) of stock with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Common Stock subject to ISOs under this Plan and stock subject to ISOs under all other plans of the Corporation or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which shares of Common Stock are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Corporation or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of stock of each subsidiary in the chain beginning with the Corporation and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. No ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) shares of outstanding Common Stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation, unless the exercise price of such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

5.1.3 Stock Appreciation Rights. A stock appreciation right or “ SAR ” is a right to receive a payment, in cash and/or Common Stock, equal to the number of shares of Common Stock being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the date the SAR is exercised, over (ii) the Fair Market Value of a share of Common Stock on the date the SAR was granted as specified in the applicable award agreement (the “ base price ”). The maximum term of a SAR shall be ten (10) years.

5.1.4 Restricted Shares .

(a ) Restrictions . Restricted shares are shares of Common Stock subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Administrator may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Administrator may determine at the date of grant or thereafter. Except to the extent restricted under the terms of this Plan and the applicable award agreement relating to the restricted stock, a participant granted restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Administrator).

(b ) Certificates for Shares . Restricted shares granted under this Plan may be evidenced in such manner as the Administrator shall determine. If certificates representing restricted stock are registered in the name of the participant, the Administrator may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such restricted stock, that the Corporation retain physical possession of the certificates, and that the participant deliver a stock power to the Corporation, endorsed in blank, relating to the restricted stock. The Administrator may require that restricted shares are held in escrow until all restrictions lapse

(c ) Dividends and Splits . As a condition to the grant of an award of restricted stock, subject to applicable law, the Administrator may require or permit a participant to elect that any cash dividends paid on a share of restricted stock be automatically reinvested in additional shares of restricted stock or applied to the purchase of additional awards under this Plan. Unless otherwise determined by the Administrator, stock distributed in connection with a stock split or stock dividend, and other property distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the restricted stock with respect to which such stock or other property has been distributed.

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5.1.5 Restricted Share Units .

(a ) Grant of Restricted Share Units . A restricted share unit, or “ RSU ”, represents the right to receive from the Corporation on the respective scheduled vesting or payment date for such RSU, one Common Share. An award of RSUs may be subject to the attainment of specified performance goals or targets, forfeitability provisions and such other terms and conditions as the Administrator may determine, subject to the provisions of this Plan. At the time an award of RSUs is made, the Administrator shall establish a period of time during which the restricted share units shall vest and the timing for settlement of the RSU.

(b ) Dividend Equivalent Accounts . Subject to the terms and conditions of the Plan and the applicable award agreement, as well as any procedures established by the Administrator, prior to the expiration of the applicable vesting period of an RSU, the Administrator may determine to pay dividend equivalent rights with respect to RSUs, in which case, the Corporation shall establish an account for the participant and reflect in that account any securities, cash or other property comprising any dividend or property distribution with respect to the shares of Common Stock underlying each RSU. Each amount or other property credited to any such account shall be subject to the same vesting conditions as the RSU to which it relates. The participant shall have the right to be paid the amounts or other property credited to such account upon vesting of the subject RSU.

(c ) Rights as a Shareholder . Subject to the restrictions imposed under the terms and conditions of this Plan and the applicable award agreement, each participant receiving RSUs shall have no rights as a shareholder with respect to such RSUs until such time as shares of Common Stock are issued to the participant. No shares of Common Stock shall be issued at the time a RSU is granted, and the Company will not be required to set aside a fund for the payment of any such award. Except as otherwise provided in the applicable award agreement, shares of Common Stock issuable under an RSU shall be treated as issued on the first date that the holder of the RSU is no longer subject to a substantial risk of forfeiture as determined for purposes of Section 409A of the Code, and the holder shall be the owner of such shares of Common Stock on such date. An award agreement may provide that issuance of shares of Common Stock under an RSU may be deferred beyond the first date that the RSU is no longer subject to a substantial risk of forfeiture, provided that such deferral is structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

5.1.6 Cash Awards . The Administrator may, from time to time, subject to the provisions of the Plan and such other terms and conditions as it may determine, grant cash bonuses (including without limitation, discretionary awards, awards based on objective or subjective performance criteria, awards subject to other vesting criteria or awards granted consistent with Section 5.2 below). Cash awards shall be awarded in such amount and at such times during the term of the Plan as the Administrator shall determine.

5.1.7 ther Awards. The other types of awards that may be granted under this Plan include: (a) stock bonuses, performance stock, performance units, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Common Stock (subject to the requirements of Section 5.1.1 and in compliance with applicable laws), upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; or (b) any similar securities with a value derived from the value of or related to the Common Stock and/or returns thereon.

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5.2 Section 162(m) Performance-Based Awards . Without limiting the generality of the foregoing, any of the types of awards listed in Sections 5.1.4 through 5.1.7 above may be, and options and SARs granted with an exercise or base price not less than the Fair Market Value of a share of Common Stock at the date of grant (“ Qualifying Options ” and “ Qualifying SARs ,” respectively) typically will be, granted as awards intended to satisfy the requirements for “performance-based compensation” within the meaning of Section 162(m) of the Code (“ Performance-Based Awards ”). The grant, vesting, exercisability or payment of Performance-Based Awards may depend (or, in the case of Qualifying Options or Qualifying SARs, may also depend) on the degree of achievement of one or more performance goals relative to a pre-established targeted level or levels using the Business Criteria provided for below for the Corporation on a consolidated basis or for one or more of the Corporation’s subsidiaries, segments, divisions or business units, or any combination of the foregoing. Such criteria may be evaluated on an absolute basis or relative to prior periods, industry peers, or stock market indices. Any Qualifying Option or Qualifying SAR shall be subject to the requirements of Section 5.2.1 and 5.2.3 in order for such award to satisfy the requirements for “performance-based compensation” under Section 162(m) of the Code. Any other Performance-Based Award shall be subject to all of the following provisions of this Section 5.2.

5.2.1 Class; Administrator. The eligible class of persons for Performance-Based Awards under this Section 5.2 shall be officers and employees of the Corporation or one of its Subsidiaries. The Administrator approving Performance-Based Awards or making any certification required pursuant to Section 5.2.4 must be constituted as provided in Section 3.1 for awards that are intended as performance-based compensation under Section 162(m) of the Code.

5.2.2 Performance Goals. The specific performance goals for Performance-Based Awards (other than Qualifying Options and Qualifying SARs) shall be, on an absolute or relative basis, established based on such business criteria as selected by the Administrator in its sole discretion (“ Business Criteria ”), including the following: (1) earnings per share, (2) cash flow (which means cash and cash equivalents derived from either (i) net cash flow from operations or (ii) net cash flow from operations, financing and investing activities), (3) total stockholder return, (4) price per share of Common Stock, (5) gross revenue, (6) revenue growth, (7) operating income (before or after taxes), (8) net earnings (before or after interest, taxes, depreciation and/or amortization), (9) return on equity, (10) capital employed, or on assets or on net investment, (11) cost containment or reduction, (12) cash cost per ounce of production, (13) operating margin, (14) debt reduction, (15) resource amounts, (16) production or production growth, (17) resource replacement or resource growth, (18) successful completion of financings, or (19) any combination of the foregoing. To qualify awards as performance-based under Section 162(m), the applicable Business Criterion (or Business Criteria, as the case may be) and specific performance goal or goals (“targets”) must be established and approved by the Administrator during the first 90 days of the performance period (and, in the case of performance periods of less than one year, in no event after 25% or more of the performance period has elapsed) and while performance relating to such target(s) remains substantially uncertain within the meaning of Section 162(m) of the Code. Performance targets shall be adjusted to mitigate the unbudgeted impact of material, unusual or nonrecurring gains and losses, accounting changes or other extraordinary events not foreseen at the time the targets were set unless the Administrator provides otherwise at the time of establishing the targets; provided that the Administrator may not make any adjustment to the extent it would adversely affect the qualification of any compensation payable under such performance targets as “performance-based compensation” under Section 162(m) of Code. The applicable performance measurement period may not be less than 3 months nor more than 10 years.

5.2.3 Form of Payment. Grants or awards intended to qualify under this Section 5.2 may be paid in cash or shares of Common Stock or any combination thereof.

5.2.4 Certification of Payment. Before any Performance-Based Award under this Section 5.2 (other than Qualifying Options and Qualifying SARs) is paid and to the extent required to qualify the award as performance-based compensation within the meaning of Section 162(m) of the Code, the Administrator must certify in writing that the performance target(s) and any other material terms of the Performance-Based Award were in fact timely satisfied.

5.2.5 Reservation of Discretion . The Administrator will have the discretion to determine the restrictions or other limitations of the individual awards granted under this Section 5.2 including the authority to reduce awards, payouts or vesting or to pay no awards, in its sole discretion, if the Administrator preserves such authority at the time of grant by language to this effect in its authorizing resolutions or otherwise.

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5.2.6 Expiration of Grant Authority . As required pursuant to Section 162(m) of the Code and the regulations promulgated thereunder, the Administrator’s authority to grant new awards that are intended to qualify as performance-based compensation within the meaning of Section 162(m) of the Code (other than Qualifying Options and Qualifying SARs) shall terminate upon the first meeting of the Corporation’s stockholders that occurs in the fifth year following the year in which the Corporation’s stockholders first approve this Plan (the “ 162(m) Term ”).

5.2.7 Compensation Limitations . The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person during the term of this Plan pursuant to Qualifying Options and Qualifying SARs may not exceed the Share Limit. The maximum aggregate number of shares of Common Stock that may be issued to any Eligible Person pursuant to Performance-Based Awards granted during the 162(m) Term (other than cash awards granted pursuant to Section 5.1.6 and Qualifying Options or Qualifying SARs) may not exceed the Share Limit. The maximum amount that may be paid to any Eligible Person pursuant to Performance-Based Awards granted pursuant to Sections 5.1.6 (cash awards) during the 162(m) Term may not exceed $1,000,000.

5.3 Award Agreements. Each award shall be evidenced by a written or electronic award agreement in the form approved by the Administrator and, if required by the Administrator, executed by the recipient of the award. The Administrator may authorize any officer of the Corporation (other than the particular award recipient) to execute any or all award agreements on behalf of the Corporation (electronically or otherwise). The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.

5.4 Deferrals and Settlements. Payment of awards may be in the form of cash, Common Stock, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares of Common Stock or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares. All mandatory or elective deferrals of the issuance of shares of Common Stock or the settlement of cash awards shall be structured in a manner that is intended to comply with the requirements of Section 409A of the Code.

5.5 Consideration for Common Stock or Awards. The purchase price for any award granted under this Plan or the Common Stock to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator and subject to compliance with applicable laws, including, without limitation, one or a combination of the following methods:

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services rendered by the recipient of such award;

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cash, check payable to the order of the Corporation, or electronic funds transfer;

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notice and third party payment in such manner as may be authorized by the Administrator;

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the delivery of previously owned shares of Common Stock that are fully vested and unencumbered;

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by a reduction in the number of shares otherwise deliverable pursuant to the award; or

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subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

In the event that the Administrator allows a participant to exercise an award by delivering shares of Common Stock previously owned by such participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the participant from the Corporation (upon exercise of a stock option or otherwise) must have been owned by the participant at least six months as of the date of delivery (or such other period as may be required by the Administrator in order to avoid adverse accounting treatment). Shares of Common Stock used to satisfy the exercise price of an option shall be valued at their Fair Market Value on the date of exercise. The Corporation will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase, as established from time to time by the Administrator, have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award by any method other than cash payment to the Corporation.

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5.6 Definition of Fair Market Value. For purposes of this Plan “ Fair Market Value ” shall mean, unless otherwise determined or provided by the Administrator in the circumstances, the closing price for a share of Common Stock on the trading day immediately before the grant date, as furnished by the NASDAQ Stock Market or other principal stock exchange on which the Common Stock is then listed for the date in question, or if the Common Stock is no longer listed on a principal stock exchange, then by the Over-the-Counter Bulletin Board or OTC Markets. If the Common Stock is no longer listed on the NASDAQ Capital Market or listed on a principal stock exchange or is no longer actively traded on the Over-the-Counter Bulletin Board or OTC Markets as of the applicable date, the Fair Market Value of the Common Stock shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances.

5.7 Transfer Restrictions.

5.7.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.7, by applicable law and by the award agreement, as the same may be amended, (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

5.7.2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing (provided that any such transfers of ISOs shall be limited to the extent permitted under the federal tax laws governing ISOs). Any permitted transfer shall be subject to compliance with applicable federal and state securities laws.

5.7.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.7.1 shall not apply to:

(a ) transfers to the Corporation,

(b ) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(c ) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator,

(d ) subject to any applicable limitations on ISOs, if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

(e ) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.

5.8 International Awards. One or more awards may be granted to Eligible Persons who provide services to the Corporation or one of its Subsidiaries outside of the United States. Any awards granted to such persons may, if deemed necessary or advisable by the Administrator, be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.

5.9 V esting . Subject to Section 5.1.2 hereof, awards shall vest at such time or times and subject to such terms and conditions as shall be determined by the Administrator at the time of grant; provided, however , that in the absence of any award vesting periods designated by the Administrator at the time of grant in the applicable award agreement, awards shall vest as to one-third of the total number of shares subject to the award on each of the first, second and third anniversaries of the date of grant.

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6.	EFFECT OF TERMINATION OF SERVICE ON AWARDS

6.1 Termination of Employment.

6.1.1 The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Corporation or one of its Subsidiaries and provides other services to the Corporation or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award agreement otherwise provides) of whether the participant continues to render services to the Corporation or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.1.2 For awards of stock options or SARs, unless the award agreement provides otherwise, the exercise period of such options or SARs shall expire: (1) three months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary (provided; however, that in the event of the participant’s death during this period, those persons entitled to exercise the option or SAR pursuant to the laws of descent and distribution shall have one year following the date of death within which to exercise such option or SAR); (2) in the case of a participant whose termination of employment is due to death or disability (as defined in the applicable award agreement), 12 months after the last day that the participant is employed by or provides services to the Corporation or a Subsidiary; and (3) immediately upon a participant’s termination for “cause”. The Administrator will, in its absolute discretion, determine the effect of all matters and questions relating to a termination of employment, including, but not by way of limitation, the question of whether a leave of absence constitutes a termination of employment and whether a participant’s termination is for “cause.”

If not defined in the applicable award agreement, “ Cause ” shall mean:

(i) conviction of a felony or a crime involving fraud or moral turpitude; or

(ii) theft, material act of dishonesty or fraud, intentional falsification of any employment or Company records, or commission of any criminal act which impairs participant’s ability to perform appropriate employment duties for the Corporation; or

(iii) intentional or reckless conduct or gross negligence materially harmful to the Company or the successor to the Corporation after a Change in Control , including violation of a non-competition or confidentiality agreement; or

(iv) willful failure to follow lawful instructions of the person or body to which participant reports; or

(v) gross negligence or willful misconduct in the performance of participant’s assigned duties. Cause shall not include mere unsatisfactory performance in the achievement of participant’s job objectives.

6.1.3 For awards of restricted shares, unless the award agreement provides otherwise, restricted shares that are subject to restrictions at the time that a participant whose employment or service is terminated shall be forfeited and reacquired by the Corporation; provided that, the Administrator may provide, by rule or regulation or in any award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to restricted shares shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Administrator may in other cases waive in whole or in part the forfeiture of restricted shares. Similar rules shall apply in respect of RSUs.

6.2 Events Not Deemed Terminations of Service. Unless the express policy of the Corporation or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Corporation or one of its Subsidiaries, or the Administrator; provided that unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than 3 months. In the case of any employee of the Corporation or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Corporation or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the award agreement.

6.3 Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Corporation, a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of another entity within the Corporation or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status.

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7.	ADJUSTMENTS; ACCELERATION

7.1 Adjustments . Upon or in contemplation of any of the following events described in this Section 7.1,: any reclassification, recapitalization, stock split (including a stock split in the form of a stock dividend) or reverse stock split (“ stock split ”); any merger, arrangement, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Common Stock (whether in the form of securities or property); any exchange of Common Stock or other securities of the Corporation, or any similar, unusual or extraordinary corporate transaction in respect of the Common Stock; then the Administrator shall in such manner, to such extent and at such time as it deems appropriate and equitable in the circumstances (but subject to compliance with applicable laws and stock exchange requirements) proportionately adjust any or all of (1) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of awards (including the number of shares provided for in this Plan), (2) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any or all outstanding awards, (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, and (5) the 162(m) compensation limitations set forth in Section 5.2.7 and (subject to Section 8.8.3(a)) the performance standards applicable to any outstanding awards (provided that no adjustment shall be allowed to the extent inconsistent with the requirements of Code section 162(m)). Any adjustment made pursuant to this Section 7.1 shall be made in a manner that, in the good faith determination of the Administrator, will not likely result in the imposition of additional taxes or interest under Section 409A of the Code. With respect to any award of an ISO, the Administrator may make such an adjustment that causes the option to cease to qualify as an ISO without the consent of the affected participant.

7.2 Change in Control . Upon a Change in Control, each then-outstanding option and SAR shall automatically become fully vested, all restricted shares then outstanding shall automatically fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall automatically become vested and payable to the holder of such award unless the Administrator has made appropriate provision for the substitution, assumption, exchange or other continuation of the award pursuant to the Change in Control. Notwithstanding the foregoing, the Administrator, in its sole and absolute discretion, may choose (in an award agreement or otherwise) to provide for full or partial accelerated vesting of any award upon a Change In Control (or upon any other event or other circumstance related to the Change in Control, such as an involuntary termination of employment occurring after such Change in Control, as the Administrator may determine), irrespective of whether such any such award has been substituted, assumed, exchanged or otherwise continued pursuant to the Change in Control.

For purposes of this Plan, “ Change in Control ” shall be deemed to have occurred if:

(i) a tender offer (or series of related offers) shall be made and consummated for the ownership of 50% or more of the outstanding voting securities of the Corporation, unless as a result of such tender offer more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the commencement of such offer), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;

(ii) the Corporation shall be merged or consolidated with another entity, unless as a result of such merger or consolidation more than 50% of the outstanding voting securities of the surviving or resulting entity shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates;

(iii) the Corporation shall sell substantially all of its assets to another entity that is not wholly owned by the Corporation, unless as a result of such sale more than 50% of such assets shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to such transaction), any employee benefit plan of the Corporation or its Subsidiaries and their affiliates; or

(iv) a Person (as defined below) shall acquire 50% or more of the outstanding voting securities of the Corporation (whether directly, indirectly, beneficially or of record), unless as a result of such acquisition more than 50% of the outstanding voting securities of the surviving or resulting corporation shall be owned in the aggregate by the stockholders of the Corporation (as of the time immediately prior to the first acquisition of such securities by such Person), any employee benefit plan of the Corporation or its Subsidiaries, and their affiliates.

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For purposes of this Section 5(c), ownership of voting securities shall take into account and shall include ownership as determined by applying the provisions of Rule 13d-3(d)(I)(i) (as in effect on the date hereof) under the Exchange Act. In addition, for such purposes, “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof; provided , however , that a Person shall not include (A) the Company or any of its Subsidiaries; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Subsidiaries; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company.

Notwithstanding the foregoing, (1) the Administrator may waive the requirement described in paragraph (iv) above that a Person must acquire more than 50% of the outstanding voting securities of the Corporation for a Change in Control to have occurred if the Administrator determines that the percentage acquired by a person is significant (as determined by the Administrator in its discretion) and that waiving such condition is appropriate in light of all facts and circumstances, and (2) no compensation that has been deferred for purposes of Section 409A of the Code shall be payable as a result of a Change in Control unless the Change in Control qualifies as a change in ownership or effective control of the Corporation within the meaning of Section 409A of the Code.

7.3 Early Termination of Awards . Any award that has been accelerated as required or permitted by Section 7.2 upon a Change in Control (or would have been so accelerated but for Section 7.4 or 7.5) shall terminate upon such event, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation of such award and provided that, in the case of options and SARs that will not survive, be substituted for, assumed, exchanged, or otherwise continued in the transaction, the holder of such award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding options and SARs in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event).

The Administrator may make provision for payment in cash or property (or both) in respect of awards terminated pursuant to this section as a result of the Change in Control and may adopt such valuation methodologies for outstanding awards as it deems reasonable and, in the case of options, SARs or similar rights, and without limiting other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

7.4 Other Acceleration Rules . Any acceleration of awards pursuant to this Section 7 shall comply with applicable legal and stock exchange requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than 30 days before the event. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an award if an event giving rise to the acceleration does not occur. Notwithstanding any other provision of the Plan to the contrary, the Administrator may override the provisions of Section 7.2, 7.3, and/or 7.5 by express provision in the award agreement or otherwise. The portion of any ISO accelerated pursuant to Section 7.2 or any other action permitted hereunder shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

7.5 Possible Rescission of Acceleration . If the vesting of an award has been accelerated expressly in anticipation of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested awards; provided, that , in the case of any compensation that has been deferred for purposes of Section 409A of the Code, the Administrator determines that such rescission will not likely result in the imposition of additional tax or interest under Code Section 409A.

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8.	OTHER PROVISIONS

8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of shares of Common Stock, the acceptance of promissory notes and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law, federal margin requirements) and to such approvals by any applicable stock exchange listing, regulatory or governmental authority as may, in the opinion of counsel for the Corporation, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Corporation or one of its Subsidiaries, provide such assurances and representations to the Corporation or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2 Future Awards/Other Rights. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Corporation or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Corporation or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

8.4 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Corporation, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including shares of Common Stock, except as expressly otherwise provided) of the Corporation or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Corporation.

8.5 Tax Withholding. Upon any exercise, vesting, or payment of any award, the Corporation or one of its Subsidiaries shall have the right at its option to:

(a ) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or

(b ) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Corporation or one of its Subsidiaries may be required to withhold with respect to such cash payment.

In any case where a tax is required to be withheld in connection with the delivery of shares of Common Stock under this Plan, the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Corporation reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.

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8.6 Effective Date, Termination and Suspension, Amendments.

8.6.1 Effective Date and Termination. This Plan was approved by the Board and became effective on [ ]. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on [ ], 2026. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

8.6.3 Stockholder Approval. To the extent then required by applicable law or any applicable stock exchange or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, this Plan and any amendment to this Plan shall be subject to stockholder approval.

8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards. Any amendment or other action that would constitute a repricing of an award is subject to the limitations set forth in Section 3.2(g).

8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or change of or affecting any outstanding award shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Corporation under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

8.7 Privileges of Stock Ownership. Except as otherwise expressly authorized by the Administrator or this Plan, a participant shall not be entitled to any privilege of stock ownership as to any shares of Common Stock not actually delivered to and held of record by the participant. No adjustment will be made for dividends or other rights as a stockholder for which a record date is prior to such date of delivery.

8.8 Governing Law; Construction; Severability.

8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the State of Delaware

8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.8.3 Plan Construction.

(a) Rule 16b-3. It is the intent of the Corporation that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Corporation shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

(b) Section 162(m). Awards under Sections 5.1.4 through 5.1.7 to persons described in Section 5.2 that are either granted or become vested, exercisable or payable based on attainment of one or more performance goals related to the Business Criteria, as well as Qualifying Options and Qualifying SARs granted to persons described in Section 5.2, that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Corporation that (to the extent the Corporation or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards and any other Performance-Based Awards under Section 5.2 that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).

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(c) Code Section 409A Compliance. The Board intends that, except as may be otherwise determined by the Administrator, any awards under the Plan are either exempt from or satisfy the requirements of Section 409A of the Code and related regulations and Treasury pronouncements (“ Section 409A ”) to avoid the imposition of any taxes, including additional income or penalty taxes, thereunder. If the Administrator determines that an award, award agreement, acceleration, adjustment to the terms of an award, payment, distribution, deferral election, transaction or any other action or arrangement contemplated by the provisions of the Plan would, if undertaken, cause a participant’s award to become subject to Section 409A, unless the Administrator expressly determines otherwise, such award, award agreement, payment, acceleration, adjustment, distribution, deferral election, transaction or other action or arrangement shall not be undertaken and the related provisions of the Plan and/or award agreement will be deemed modified or, if necessary, rescinded in order to comply with the requirements of Section 409A to the extent determined by the Administrator without the content or notice to the participant. Notwithstanding the foregoing, neither the Company nor the Administrator shall have any obligation to take any action to prevent the assessment of any excise tax or penalty on any participant under Section 409A and neither the Company nor the Administrator will have any liability to any participant for such tax or penalty.

(d) No Guarantee of Favorable Tax Treatment. Although the Company intends that awards under the Plan will be exempt from, or will comply with, the requirements of Section 409A of the Code, the Company does not warrant that any award under the Plan will qualify for favorable tax treatment under Section 409A of the Code or any other provision of federal, state, local or foreign law. The Company shall not be liable to any participant for any tax, interest or penalties the participant might owe as a result of the grant, holding, vesting, exercise or payment of any award under the Plan

8.9 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10 Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee stock options, SARs, restricted stock or other stock-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Corporation or one of its Subsidiaries, in connection with a distribution, arrangement, business combination, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Corporation or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the stock or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Common Stock in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Corporation, as a result of the assumption by the Corporation of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Corporation or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan, except as may otherwise be provided by the Administrator at the time of such assumption or substitution or as may be required to comply with the requirements of any applicable stock exchange.

8.11 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Common Stock, under any other plan or authority.

8.12 No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the stockholders of the Corporation to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Corporation or any Subsidiary, (b) any merger, arrangement, business combination, amalgamation, consolidation or change in the ownership of the Corporation or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference stock ahead of or affecting the capital stock (or the rights thereof) of the Corporation or any Subsidiary, (d) any dissolution or liquidation of the Corporation or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Corporation or any Subsidiary, or (f) any other corporate act or proceeding by the Corporation or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Corporation or any employees, officers or agents of the Corporation or any Subsidiary, as a result of any such action.

8.13 Other Corporation Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Corporation or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing or except as otherwise specifically set forth in the terms and conditions of such other employee welfare or benefit plan or arrangement. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Corporation or its Subsidiaries.

8.14 Prohibition on Repricing . Subject to Section 4, the Administrator shall not, without the approval of the stockholders of the Corporation (i) reduce the exercise price, or cancel and reissue options so as to in effect reduce the exercise price or (ii) change the manner of determining the exercise price so that the exercise price is less than the fair market value per share of Common Stock.

As adopted by the Board of Directors of Majesco Entertainment Company on [ ], 2016.

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Exhibit 10.4

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “ Agreement ”), is dated as of December 1, 2016, by and among Majesco Entertainment Company, a Delaware corporation (the “Parent”), Denver Lough (“ Lough ”), Edward Swanson (“ Swanson ”), and Polarityte, Inc, a Nevada corporation (the “ Company ”), and the undersigned stockholders (" Stockholders ") of Parent.

WHEREAS , on December 1, 2016 the Parent, Lough and Company entered into an Agreement and Plan of Reorganization (as the same may be amended from time to time, the (" Merger Agreement "), providing, among other things, for the sale, assignment, transfer and conveyance to the Company of the right, title and interest in and to the Purchased Intellectual Property (as defined in the Merger Agreement) and the acquisition of the Company by Purchaser and issuance of Parent securities to Lough (collectively with Swanson, the “ Restricted Stockholders ”) pursuant to the terms and conditions of the Merger Agreement (the “Acquisition”) in consideration for an aggregate of 7,050 shares of Series E Preferred Stock, par value $0.001 per share, of the Parent, convertible into Seven Million Fifty Thousand (7,050,000) shares (the “ Shares ”) of the Parent’s common stock, par value $0.001 per share (the “ Common Stock ”);

WHEREAS , on December 1, 2016 the Parent and each of Lough and Swanson entered into employment agreements (each, and “ Employment Agreement ”) pursuant to which each of Lough and Swanson received a non-qualified incentive option award (each, an “ Option Award ” exercisable into Common Stock, such Option Awards, Common Stock, collectively with the Shares, the “ Seller Stock ”), as set forth on Schedule I hereto, in consideration of the agreement of Parent and each of Lough and Swanson for employment by the Parent;

NOW, THEREFORE , in consideration of the mutual covenants, representations, warranties and obligations set forth in this Agreement, Parent, Lough, Swanson and Company hereby agree as follows:

1. Restrictions on Transfer of Stock .

1.1 Restrictions on Transfers to Third Parties of Seller Stock . No Seller Stock or any interest therein now or hereafter owned may be Transferred, unless such transfer conforms with the provisions of this Agreement, and each share of Restricted Stock shall contain an appropriate Stock Certificate Legend.

1.2 Permitted Transferees.

(a) Affiliates, Trusts, etc . Seller Stock may be Transferred to an Affiliate of the holder, or any spouse or member of the holder’s immediate family, or to a custodian, trustee (including a trustee of a voting trust), executor or other fiduciary for the account of the holder’s spouse or members of the holder’s immediate family, or to a trust for the holder’s own self, or a charitable remainder trust (each, a “ Permitted Transferee ”). In addition to the foregoing, any Permitted Transferee may Transfer Seller Stock back to the transferring holder or to another Permitted Transferee of such transferring holder. Prior to the completion of any sale, transfer or assignment pursuant to this Section 1.2, the Permitted Transferee shall have executed documents assuming the obligations of the applicable holder under this Agreement with respect to the transferred securities.

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2. Right of Parent and Stockholders to Re-Purchase .

2.1 Right to Purchase . Subject to the termination provisions of Section 9 herein and the Right to Purchase under Section 3 hereof, the Parent and the Stockholders of Parent signatory hereto shall have the right to purchase from each Restricted Stockholder and such Restricted Stockholder shall have the obligation to sell, all, but not less than all, of such Restricted Stockholder’s Seller Stock if such Restricted Stockholder’s employment with the Company is terminated “ with Cause ” or by the Restricted Stockholder “ without Good Reason ” (as such terms are defined in the respective Employment Agreements) at the Fair Market Value of the Seller Stock to be purchased.

2.2 Notice . If the Parent desires to purchase Seller Stock from a Restricted Stockholder pursuant to Section 2.1, it shall notify such Restricted Stockholder (or such Restricted Stockholder’s estate, trust or corporation, as the case may be) not more than thirty (30) days after the occurrence of the event giving rise to the Company’s right to acquire such Restricted Stockholder’s shares of Seller Stock. If Parent does not notify the Restricted Stockholders of its intention to purchase Seller Stock, within such thirty (30) day period, Parent shall notify the undersigned Stockholders who shall notify such Restricted Stockholder (or such Restricted Stockholder’s estate, trust or corporation, as the case may be) not more than fifteen (15) days after the notice from Parent of the election to repurchase such Seller Stock, pro rata. Any Stockholder who does elect shall also have the pro rata right to purchase Seller Stock with respect to the Stockholder who does not elect, on a pro rata basis.

2.3 Payment . Payment for shares of Seller Stock purchased pursuant to Section 2.1 or 2.2 shall be made on the date thirty (30) days (or the first business day thereafter if the thirtieth (30 th ) day is not a business day) following the date of the determination of Fair Market Value. Such payment will be made by wire transfer of funds or certified or official bank check against surrender of the certificates for such shares. Any payments based on Fair Market Value required to be made by the Company under Section 2 shall accrue simple interest at five percent (5%) per annum from the due date for payment to the date Parent has paid in full for all of the Seller Stock being purchased. All payments of interest accrued hereunder shall be paid only at the date of payment by the Parent for the Seller Stock being purchased.

2.4 Rights . From and after the date of election to purchase Seller Stock by Parent or Stockholders, the rights of the Restricted Stockholder as a stockholder of Parent, to hold, vote or otherwise dispose of Seller Stock, shall immediately terminate and be vested in the purchaser(s) thereof, and ownership thereof shall be vested in the purchaser and recorded on the transfer records of the Parent. Any Stockholder who may exercise the right to repurchase Seller Stock as provided herein, may designate one or more third-parties as purchaser of such Seller Stock.

3. Right of Parent to Re-Purchase Seller Stock Upon Breach – Employment Agreement/Merger Agreement Breach..

3.1 Right to Purchase . Subject to the termination provisions of Section 9 herein, Parent shall have the right to purchase from each Restricted Stockholder and such Restricted Stockholder shall have the obligation to sell, all, but not less than all, of such Restricted Stockholder’s Seller Stock if: (A) such Restricted Stockholder breaches Section 13 of such Restricted Stockholder’s Employment Agreement or (B) such Restricted Stockholder breaches Article IX of the Merger Agreement, at a per share price of $0.001 per share to be purchased (the “ Par Value ”).

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3.2 Notice . If the Company desires to purchase shares of Seller Stock from a Restricted Stockholder pursuant to Section 4.1, it shall notify such Restricted Stockholder (or such Restricted Stockholder’s estate, trust or corporation, as the case may be) not more than thirty (30) days after the occurrence of the event giving rise to the Parent’s right to acquire such Restricted Stockholder’s Seller Stock.

3.3 Payment . Payment for shares of Seller Stock purchased by the Parent pursuant to Section 3.1 based on Par Value shall be made within ten (10) days of determination of such breach. Such payment will be made by wire transfer of funds or certified or official bank check against surrender of the certificates for such shares.

3.4 Rights . From and after the date of election to purchase Seller Stock by Parent, the rights of the Restricted Stockholder as a stockholder of Parent, to hold, vote or otherwise dispose of Seller Stock, shall immediately terminate and be vested in the purchaser(s) thereof, and ownership thereof shall be vested in the purchaser and recorded on the transfer records of the Parent.

4. Determination of Fair Market Value .

4.1 Appraisals . The Parent and the Restricted Stockholder shall seek to determine Fair Market Value be agreement within fifteen (15) days of the date any such determination is required and, in the absence of agreement, shall, submit to an expert in valuation or appraiser the determination of Fair Market Value. The Parent shall engage an independent valuation expert or appraiser of recognized national standing reasonably acceptable to the Restricted Stockholder who’s shares of Stock are subject to repurchase to appraise the Fair Market Value of the shares of Seller Stock as of the last day of the fiscal period then most recently ended or, at the request of the Parent, as of any more recent date (the “ Appraisal Date ”), and to prepare and deliver a report to the Company describing the results of such appraisal (the “ Appraisal ”). The cost of Appraisal shall be shared equally between the Parent and the Restricted Stockholder(s) subject to the determination.

4.2 Calculation . “ Fair Market Value ” of any share of Common Stock (or preferred stock on an “as converted” basis) shall be the fair market value per share of the entire Common Stock equity interest of the Company taken as a whole, after giving effect to any increase or option price in respect of all then outstanding warrants, options, convertible stock or other rights or securities to purchase shares of Common Stock, together with the number of shares of Common Stock into which any issued and outstanding warrants, options, or other rights or securities to purchase or acquire shares of Common Stock would be convertible as of the most recent Appraisal Date, without premiums for control or discounts for minority interests or restrictions on transfer, and shall be as of the most recent Appraisal Date and determined with reference to the most recent Appraisal, and after giving effect to any agreement breach or termination of the Restricted Stockholder’s employment.

4.3 Notice to Stockholders . After receipt of each Appraisal, the Parent shall promptly deliver to each Restricted Stockholder a copy of the report as to value included with such Appraisal.

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5. Defined Terms . As used in this Agreement, the following terms shall have the meanings ascribed to them below:

(a) Affiliate . The term “Affiliate” means, with respect to any Person, any Person who, directly or indirectly, controls, is controlled by or is under common control with that Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, including any subsidiary, parent, partner, limited partner, retired partner or shareholder of such Person, with the exception of any of those subsidiaries, parents, partners, limited partners, retired partners or shareholders of such Person which are direct competitors of the Company.

(b) Board . The term “Board” shall mean the Board of Directors of the Parent from time to time.

(c) Certificate of Incorporation . The term “Certificate of Incorporation” shall mean the Restated Certificate of Incorporation of the Parent filed with the Secretary of State of the State of Delaware, as amended, amended and restated, modified or otherwise supplemented from time to time in accordance with the terms of this Agreement

(d) Person . The term “Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(e) Transaction Documents . The term “Transaction Documents” means any agreement pursuant to which any Restricted Stockholder acquired or acquires Seller Stock or as to which such Seller Stock is subject.

(f) Transfer . The term “Transfer” means any direct or indirect sale, assignment, mortgage, transfer, pledge, hypothecation or other disposition or transfer.

5. Stock Certificate Legends . A copy of this Agreement shall be filed with the Secretary of the Parent and kept with the records of the Parent. Each certificate representing shares of Seller Stock owned by the Restricted Stockholders shall bear the following legends:

(i) The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act of 1933, as amended, and under applicable state securities law, unless the issuer shall have received an opinion of counsel reasonably satisfactory to the issuer that the securities represented by this certificate may be legally sold or distributed pursuant to exemption from registration under the Securities Act of 1933, as amended, and without registration under then applicable state and federal laws.

(ii) The securities represented by this certificate are also subject to certain restriction on transfer contained in a Stockholders Agreement dated as of December 1, 2016, copies of which may be obtained from the issuer or from the holder of this certificate, as well as the rights of certain persons under such Stockholders Agreement to purchase such securities on the terms and conditions set forth therein. No transfer of such securities will be made on the books of the issuer unless accompanied by evidence of compliance with the terms of such Stockholders Agreement.

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6. No Other Arrangements or Agreements . Each of the Restricted Stockholders hereby represents and warrants to the Parent, that he has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other Person (other than the Parent) with respect to his shares of Seller Stock, or any interest therein, including, but not limited to, arrangements or agreements with respect to the acquisition, disposition or voting of shares of Seller Stock (whether or not such agreements and arrangements are with the Parent, other Stockholders or other Persons), except for the Transaction Documents. Each of the Restricted Stockholders agrees with the Parent that he will not be a party to or enter into any such other arrangements or agreements as described above with any other Person as long as any of the terms of this Agreement remain in effect without the prior written consent of the Parent.

7. Amendment and Modification . This Agreement may be amended, modified or supplemented only by written agreement of the Parent and a majority of the Stockholders signatory hereto. Upon amendment, modification or supplement of this Agreement, the Parent shall notify all Restricted Stockholders promptly of such amendment, modification or supplement.

8. Assignment .

8.1 Assignment Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns; provided that, except in connection with Transfers explicitly permitted hereunder, no Restricted Stockholder shall assign any of its rights pursuant to this Agreement without the prior written agreement of the Parent.

8.2 Agreements to be Bound . Notwithstanding anything to the contrary contained in this Agreement, any Transfer by the Restricted Stockholders to any Permitted Transferee or other third party (whether or not such third party is Affiliated with such transferor), shall be permitted under the terms of this Agreement only if such Permitted Transferee or third party, as the case may be, shall agree in writing to be bound by the terms and conditions of this Agreement pursuant to an instrument of assumption reasonably satisfactory in substance and form to the Parent. Upon the execution of such instrument by such third party, such third party shall be deemed to be a Restricted Stockholder for all purposes of this Agreement, subject to the same obligations as the other Stockholders; provided further , that the requirement to execute and deliver an assumption agreement shall not apply in the case of any Transfer pursuant to which the transferee is entitled to have the legend removed.

9. Termination .

9.1 Termination Generally . Any party to, or Person who is subject to, this Agreement who ceases to own any shares of Restricted Stock or any interest therein in accordance with the terms of this Agreement shall cease to be a party to, or Person who is subject to, this Agreement and thereafter shall have no rights or obligations hereunder; provided that any Transfer of shares of Stock by any Restricted Stockholder in breach of this Agreement shall not relieve such Restricted Stockholder of liability for any such breach.

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9.2 Termination of Rights and Obligations . All rights and obligations of this Agreement shall terminate (other than obligations which have arisen and are outstanding prior to termination) with respect to any given Restricted Stockholder on the date that such Restricted Stockholder has satisfied each of his or its obligations to the Parent, pursuant to any Transaction Documents.

9.3 Termination upon Purchase . Upon purchase of any Seller Stock by Parent or any other Stockholder signatory hereto (or their designee) such Seller Stock shall not be subject to the terms and provisions of this Agreement.

10. Tag-Along Rights, Drag-Along Rights .

10.1 Tag-Along Rights . No Restricted Stockholder (for purposes of this Section 11.1, the “ Offering Stockholder ”) may sell any shares of Seller Stock to any third party, unless the Parent and the Stockholders signatory hereto are first offered the right to participate in any such sale for a purchase price per share of Common Stock and on other terms and conditions not less favorable to the Parent and those Stockholders signatory hereto, than those applicable to the Offering Stockholder.

11. Recapitalization, Exchanges, etc. Affecting the Stock . The provisions of this Agreement shall apply to any and all shares of capital stock of the Parent or any successor or assignee of the Parent (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution for the shares of Stock, by reason of any stock dividend, split, reverse split, combination, recapitalization, reclassification, merger, consolidation, or otherwise in such a manner as to reflect the intent and meaning of the provisions hereof.

12. Third-Party Beneficiaries . This Agreement is not intended to confer upon any Person, except for the parties hereto, any rights or remedies hereunder.

13. Transfer of Stock . If at any time the Parent purchases any shares of Stock pursuant to this Agreement, the Parent may pay the purchase price determined under this Agreement for the shares of Seller Stock it purchases by wire transfer of funds or bank check in the amount of the purchase price, and upon receipt of such purchase price, the Restricted Stockholder shall deliver the certificates representing the number of shares of Seller Stock being purchased in a form suitable for transfer, duly endorsed in blank, and free and clear of any lien, claim or encumbrance. Notwithstanding anything in this Agreement to the contrary, the Parent shall not be required to make any payment for shares of Seller Stock purchased hereunder until delivery to it of the certificates representing such shares. If the purchaser is purchasing less than all of the shares of Seller Stock represented by a single certificate, the Parent shall deliver to the Restricted Stockholder a certificate for any unpurchased shares of Seller Stock.

14. Further Assurances . Each party hereto 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 hereto or Person subject hereto 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.

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15. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York irrespective of any conflict of laws principles. The parties hereby agree that any action or proceeding with respect to this Agreement (and any action or proceeding with respect to any amendments or replacements hereof or transactions relating hereto) may be brought only in a federal or state court located in New York, State of New York and having jurisdiction with respect to such action or proceeding. Each of the parties hereto irrevocably consents and submits to the jurisdiction of such courts.

16. Invalidity of Provision . The invalidity or unenforceability of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of this Agreement, including that provision, in any other jurisdiction.

17. Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) mailed, certified or registered mail with postage prepaid, (c) sent by next-day or overnight mail or delivery or (d) sent by telecopier as follows:

(i) If to the Company :

Majesco Entertainment Company

4041I-T Hadley Road.

S. Plainfield, NJ 07080

Attn.: Chief Executive Officer

Facsimile:

with a copy to :

Sichenzia Ross Ference Kesner, LLP

61 Broadway

Suite 3200

New York, New York 10006

Attn.: Harvey Kesner, Esq.

Facsimile: (212) 930-9725

(ii) If to any Restricted Stockholder or Stockholder, to its address or telecopier number as listed on the signature pages hereto or set forth in the Transaction Documents; provided , that if for any reason such address is not listed on the signature pages hereto, to such Restricted Stockholder or Stockholder’s address or telecopier number as is shown on the books and records of the Parent.

(iii) If to any other Person who becomes a Restricted Stockholder after the date hereof, to its address or telecopier number set forth in the counterpart of this Agreement executed and delivered by such Stockholder or to such other person or address as any party shall specify by notice in writing to the Company.

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All such notices, requests, demands, waivers and other communications shall be deemed to have been received (w) if by personal delivery on the day of such delivery, (x) if by certified or registered mail, on the third (3 rd ) business day after the mailing thereof, (y) if by next-day or overnight mail or delivery, on the day after deposit with such overnight mail or delivery courier, (z) if by telecopier on the day on which such telecopy was sent, provided that a copy is also sent by certified or registered mail.

18. Headings; Execution in Counterparts . The headings and captions contained herein are for convenience and shall not control or affect the meaning or construction of any provision hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.

19. Entire Agreement . This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements and understandings among the parties with respect to such subject matter. There are no restrictions, promises, representations, warranties, covenants or undertakings relating to the shares of Seller Stock, other than those expressly set forth or referred to herein or in the foregoing agreements, the Transaction Documents, and the Certificate of Incorporation or By-Laws.

20. Injunctive Relief . The shares of Seller Stock cannot readily be purchased or sold in the open market, and for that reason, among others, the Parent and Stockholders signatory hereto will be irreparably damaged in the event this Agreement is not specifically enforced. Each of the parties therefore agrees that in the event of a breach of any provision of this Agreement the aggrieved party may elect to institute and prosecute proceedings in any court of competent jurisdiction to enforce specific performance or to enjoin the continuing breach of this Agreement. Such remedies shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy which the Parent or any Stockholder signatory hereto may have. Each Restricted Stockholder hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts in New York for the purposes of any suit, action or other proceeding arising out of or based upon this Agreement or the subject matter hereof. Each Restricted Stockholder hereby consents to service of process by mail made in accordance with Section 17.

[SIGNATURES APPEAR ON THE FOLLOWING PAGES]

-8-

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

	COMPANY :

Attest:	MAJESCO ENTERTAINMENT COMPANY


By:_________________________________	By:________________________________
	Chief Executive Officer

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

	OTHER STOCKHOLDERS:

	___________________________________
	Address:

	___________________________________
	Address:


	RESTRICTED STOCKHOLDERS:

	___________________________________
	Address:

	___________________________________
	Address:

	___________________________________
	Address:

	___________________________________ Address:

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Exhibit 10.5

VOTING AGREEMENT

This Voting Agreement (this " Agreement "), dated as of December 1, 2016, is entered into by and among Majesco Entertainment Company, a Delaware corporation (the “ Parent ”), Denver Lough (“ Lough ”), Edward Swanson (“ Swanson ”), and Polarityte, Inc., a Nevada corporation (the “ Company ”), and the undersigned stockholders (" Stockholders ") of Parent.

WHEREAS , concurrently with or following the execution of this Agreement, the Parent, Majesco Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Parent (the “ Purchaser ”) , Lough and Company have entered, or will enter, into an Agreement and Plan of Reorganization (as the same may be amended from time to time, the " Merger Agreement "), following, among other things, for the sale, assignment, transfer and conveyance to the Company of the right, title and interest in and to the Purchased Intellectual Property (as defined in the Merger Agreement) and the acquisition of the Company by Purchaser and issuance of Parent securities to Lough and Swanson pursuant to the terms and conditions of the Merger Agreement (the “ Acquisition ”);

WHEREAS , as a condition to its willingness to enter into the Merger Agreement, the Parent has required that Lough and Swanson and the Stockholders execute and deliver this Agreement; and

WHEREAS, in order to induce Lough and Company to enter into the Merger Agreement, the Stockholders are willing to make certain representations, warranties, covenants and agreements with respect to the shares of common stock, par value $0.001 per share, of Parent (" Parent Common Stock "), Series A Preferred Stock (" Parent Series A Preferred Stock "), Series B Preferred Stock (" Parent Series B Preferred Stock ") and Series C Preferred Stock (" Parent Series C Preferred Stock " and, together with the Parent Common Stock, the Parent Series A Preferred Stock and the Parent Series B Preferred Stock, Parent Capital Stock ") beneficially owned by the Stockholders and set forth below Stockholders’ signature on the signature page hereto (the " Original Shares " and, together with any additional shares of Parent Capital Stock acquired by the Stockholders pursuant to Section 4 hereof, the " Shares ").

NOW, THEREFORE , in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Definitions .

For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

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Agreement to Vote Shares.

Stockholders agree during the term of this Agreement to vote the Shares at any annual or special meeting of stockholders of Parent, or execute a written consent or consents if stockholders of Parent are requested to vote their Shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of Parent, and to cause any holder of record of Shares to vote: (i) in favor of: (1) approval of the Acquisition and the issuance of Preferred E Stock and Parent Stock into which convertible in such amount that exceeds 19.99% of the Parent’s Common Stock outstanding prior to the Effective Date pursuant to NASDAQ Rule 5635 as contemplated in the Merger Agreement (the “ Acquisition Consideration ”) and the transactions contemplated thereunder, at every meeting (or in connection with any action by written consent) of the stockholders of Parent at which such matters are considered and at every lawful adjournment or postponement thereof and (2) approval of any proposal to adjourn or postpone the meeting to a later date during the term of this Agreement, if there are not sufficient votes for the approval of the Acquisition Consideration and transactions contemplated in the Merger Agreement on the date on which such meeting is held; (ii) against any action, proposal, transaction or agreement which could reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of Parent under the Merger Agreement or of the Stockholders under this Agreement or which would reasonably be expected to result in any of the conditions to Parent’s obligations under the Merger Agreement not being fulfilled. This Agreement is intended to bind the Stockholders as stockholders of Parent only with respect to the specific matters set forth herein. Except as set forth in clauses (i) and (ii) of this Section 2 , the Stockholders shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the stockholders of Parent.

No Voting Trusts or Other Arrangement .

The Stockholders agree that during the term of this Agreement, the Stockholders will not, and will not permit any entity under Stockholders’ control to, deposit any of the Shares in a voting trust, or grant any proxies with respect to the Shares or subject any of the Shares to any arrangement with respect to the voting of the Shares in favor of the matters required hereunder, except as provided herein.

Additional Shares .

The Stockholders agree that all Shares that the Stockholders purchase or acquire the right to vote or otherwise acquire beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement until termination of this Agreement.

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Documentation and Information .

Except as required by applicable law, the Stockholders shall not make any public announcement regarding this Agreement without the prior written consent of the Company; provided, that if the Stockholder determines, that a public announcement is required by applicable law, rule or regulation, then the Stockholders shall use their commercially reasonable efforts to provide the Company with reasonable advance notice of such determination and reasonable time to comment on such announcement in advance of such issuance. The Stockholders consent to and hereby authorize Parent to publish and disclose in all documents and schedules filed with the SEC to the extent required by law, and any press release or other disclosure document that Parent reasonably determines to be necessary , in connection with the transactions contemplated by the Merger Agreement, and in each case only to the extent so required or necess ary, the Stockholders’ identity and ownership of the Shares, the existence of this Agreement and the nature of the Stockholders’ commitments and obligations under this Agreement, and the Stockholders acknowledges that the Parent may, in its sole discretion, file a form hereof with the SEC or any other governmental body during the term of this Agreement and only to the extent required by law. The Company, Lough and Swanson agree that except as required by law, the Company, Lough and Swanson shall not make any public announcement which indicates that the Stockholders have entered into this Agreement without the prior written consent of the Stockholders.

Termination .

This Agreement shall terminate automatically without a need for any further action upon the earliest to occur of (i) approval of the matters contemplated herein by stockholders in accordance with NASDAQ Rule 5635 and (ii) the date on which the Merger Agreement is terminated in accordance with its terms or amended in a manner adverse to the Stockholder.

Specific Performance .

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party's seeking or obtaining such equitable relief.

Entire Agreement .

This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

-3-

Notices .

All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 9 ):

If to the Parent, to:

Majesco Entertainment Company

4041-T Hadley Road

S. Plainfield, New Jersey 07080

Attn: Chief Financial Officer

With a copy to (which shall not constitute notice):

Sichenzia Ross Ference Kesner, LLP.

61 Broadway, 32 nd Floor

New York, NY 10006

Att: Harvey J. Kesner, Esq.

hkesner@srfkllp.com

212-930-9700

If to the Company, to:

With a copy to (which shall not constitute notice) :

Kirton McConkie

50 East South Temple, Suite 400

Salt Lake City, UT 84111

Attn: Adam D. Stevens, Esq.

If to the Stockholders, to the addresses or facsimile numbers set forth for the Stockholders on the signature page hereof.

-4-

10.

Miscellaneous .

(a)

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.

(b)

Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the federal or state courts located in New York, New York or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court within the State of New York and any direct appellate court therefrom. Each of the parties hereto agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 9 or in such other manner as may be permitted by applicable laws, will be valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 10(b ), (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise), and (iii) to the fullest extent permitted by the applicable law, any claim that (x) the suit, action or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10(c) .

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(d)

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e)

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f)

Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g)

All section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h)

The obligations of the Stockholders set forth in this Agreement shall not be effective or binding upon the Stockholders until after such time as the Purchase Agreement is executed and delivered by the Parent, the Seller and the Purchaser, and the parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(i)

The parties to this Agreement may not assign any of their rights or obligations under this Agreement without the prior written consent of the other party hereto. Any assignment contrary to the provisions of this Section 10(i) shall be null and void.

11.

No Ownership Interest; No Unspecified Obligations .

Nothing contained in this Agreement shall be deemed to vest in any other party any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholders, and no other Party shall have any authority to direct the Stockholders in, and the Stockholders will in no way be limited from the voting or disposition of, or the taking of any other action in connection with, any of the Shares, except as otherwise specifically provided herein.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

	POLARITYTE, INC.
	By: ______________________________________ Name: Denver Lough, individually and behalf of the Company By: ______________________________________ Name: Edward Swanson, individually and on behalf of the Company
	STOCKHOLDERS:
	By: _____________________________________ Name: Street Address: __________________________ City/State/Zip Code: ______________________ Fax: ___________________________________

By: _____________________________________

Name:

Street Address: __________________________

City/State/Zip Code: ______________________

Fax: ___________________________________

By: _____________________________________

Name:

Street Address: __________________________

City/State/Zip Code: ______________________

Fax: ___________________________________

By: _____________________________________

Name:

Street Address: __________________________

City/State/Zip Code: ______________________

Fax: ___________________________________

By: _____________________________________

Name:

Street Address: __________________________

City/State/Zip Code: ______________________

Fax: ___________________________________

AGREE AND ACCEPTED:

MAJESCO ENTERTAINMENT COMPANY

By: ______________________________________

Name: Barry Honig

Title: Chief Executive Officer

-7-

Exhibit 10.6

WARRANTY BILL OF SALE of LABORATORY EQUIPMENT

BE IT KNOWN, that on November 25, 2016 that for good consideration and subject to the terms and conditions herein, and in payment of the sum of $80,000.00, the receipt and sufficiency of which is acknowledged, Q Therapeutics, Inc., (“Seller”) hereby sells and transfers to Majesco Acquisition II Corp., (“Buyer”) and its successors and assigned forever, the (“Property”) which is located at the site of Q Therapeutics, Inc. at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108 (“Salt Lake City Facility”).

TERMS AND CONDITIONS

Sale of Property: The Seller hereby sells to the Buyer the following-described Property, located at the site of Q Therapeutics, Inc. at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108. Such property includes the tangible “Laboratory Equipment” as described in (Appendix A), as well as but not limited to the assignment of all warranties, claims, agreements, operating instructions, serial identification numbers, safety and handling notices, labels and warnings and service contracts for said property and furthermore to deliver all property safely, without damage and in functional working order. This bill of sale is intended to pass title to the Property from the Seller to the Buyer effective immediately following execution of this document and the transfer of funds.

II.

Payment . Buyer shall pay Seller the entire sum of $80,000.00 upon execution of this instrument. The sales price includes all appropriate federal, state and local taxes. Payment shall be made by wire transfer to “Q Therapeutics, Inc.”.

III.

Commitment to Transfer Laboratory Equipment . Seller shall sell, transfer and assign to Buyer, and Buyer shall acquire and accept all right, title, and possession to, the Property, which is located at Seller’s Q Therapeutics, Inc. Facility at 615 Arapeen Drive, Suite 102, Salt Lake City, Utah, 84108 as of the date of complete execution of this instrument.

IV.

Compliance with Laws . Buyer shall comply with, and cause its employees, contractors and agents to comply with, all applicable federal, state and local laws and regulations, orders, and ordinances and the like, relative to any use, maintenance, or transfer / transport of the Property including but not limited to, environmental, health and safety, and transportation laws and regulations.

Inventory of Laboratory Equipment . Buyer and Seller agree that the list attached hereto as Appendix A shall comprise the inventory of all Laboratory Equipment sold to Buyer.

VI.

Seller’s Grant of Access . While Seller is occupying the Salt Lake Facility, Seller shall grant Buyer’s employees, contractors and agents, reasonable access to Seller’s Salt Lake City Facility to inspect, service or remove Laboratory Equipment. Buyer shall notify Seller at lease twenty-four (24) hours in advance of its need to access the Seller’s Salt Lake City Facility.

VII.

Health & Safety . Buyer acknowledges that it is familiar with the potential environmental, health and safety risks associated with the Laboratory Equipment and the Seller’s Salt Lake City Facility. Except as otherwise provided herein, Buyer shall be solely responsible for the health and safety of its employees, contractors, and agents during the performance of its transfer operations.

Page 1 of 5

VIII.

Representations, Warranties & Indemnifications .

IX.

Seller warrants to Buyer that Seller has full authority to sell and transfer said Laboratory Equipment described in Appendix A, and that said property is sold free of all liens, encumbrances, liabilities, and adverse claims of every nature and description whatsoever.

Seller warrants that it has title to the Laboratory Equipment described in Appendix A free of any claim or encumbrance by others.

XI.

Seller warrants that upon assignment of said property all warranties, claims, agreements, operating instructions, serial identification numbers, safety and handling notices, labels and warnings and service contracts will be delivered to the Buyer in a complete file.

XII.

The Seller and Buyer each represent and warrant that the individuals executing this instrument on behalf of their respective entities have been duly authorized to do so.

XIII.

Seller represents, warrants and indemnifies that all Laboratory Equipment in Appendix A is in working condition and capable of full operation. Seller has no knowledge of any hidden defects in and to the Laboratory Equipment, and believes to the best of the Seller's knowledge that the Equipment being sold is in good operating condition. If within 60 days following the execution of this sale, it is discovered by the Buyer that any piece of equipment is not in working condition or capable of full operation, then Seller agrees to a full refund of that specific piece of equipment according to the price listed in Appendix A.

XIV.

Seller represents that there are no known violations of federal, state or local laws, rules or regulations with respect to the property or its prior use by Seller and that there are no known prior, present or perceived future liabilities of said property.

XV.

Buyer represents that the Laboratory Equipment sold to Buyer is intended for use in lawful Research & Development operations.

XVI.

Entire Agreement . The language contained herein constitutes the entire agreement of the Parties with respect to the matters contained herein and may only be modified in writing.

XVII.

No Waiver . The failure of either Party to insist on strict performance of the terms hereunder shall not be deemed as a waiver of any rights or remedies that such Party may have for any subsequent breach, default, or non-performance and either Party’s right to insist on strict performance of this instrument. No waiver is valid unless set forth in writing signed by the waiving Party.

XVIII.

Governing Law . This instrument and the legal relations between the parties hereto shall be governed by and construed in accordance with the laws of the State of Utah.

XIX.

Successors and Assigns . This instrument shall be binding upon and inure to the benefit of the Parties and their successors and assigns.

Page 2 of 5

IN WITNESS WHEREOF, this instrument has been executed as of the last date provided below.

Q Therapeutics, Inc.

By: ______________________________________

Printed Name: Steven J. Borst

Title: President and CEO

Date: November 25, 2016

Majesco Acquisition II Corp

By: ______________________________________

Printed Name: John Stetson

Title: President

Date: November 25, 2016

Page 3 of 5

APPENDIX A “Laboratory Equipment”

Item	Price (each)	Quantity	Total
Animal Care Systems M.I.C.E rodent caging system 56-Cages	$ 745	1	$ 745
Animal Care Systems M.I.C.E rodent caging system 84-Cages	$ 1,000	1	$ 1,000
Beckman GS6R Centrifuge	$ 700	1	$ 700
Beckton Dickinson Analytical FACScan	$ 500	1	$ 500
Break Room Tables (5 square, 1 round)	$ 25	6	$ 150
Castle 55C biosign incubator steam	$ 92	1	$ 92
Corning hot plate/stirrer	$ 150	2	$ 300
DuPont RC 58 Refrigerated Sorvall Centrifuge	$ 3,000	1	$ 3,000
Fisher Scientific Dry Batch Incubator	$ 100	1	$ 100
Fisher Scientific Isotemp oven	$ 1,000	1	$ 1,000
Fisher Scientific Micro 17 Accuspin Centrifuge	$ 900	1	$ 900
Fisher Vortex Genie (X5)	$ 100	5	$ 500
Forma Scientific Biol Safety Cab Tissue Cult Hood Class 2A 4ft.	$ 100	1	$ 100
Forma Scientific Biol Safety Cab Tissue Cult Hood Class 2A 6ft.	$ 500	1	$ 500
Forma Scientific CO2 water jacket Incubators (X4)	$ 2,500	4	$ 10,000
Frigidaire Deli-Box Freezer	$ 300	1	$ 300
GeneMate Ho400 hybridization oven	$ 300	1	$ 300
Getinge Castle - Vacuum Steam Sterilizer 233 Autoclave, Steam Boiler, Loading Cart, Transfer Carriage	$ 10,000	1	$ 10,000
Glassware Storage Cabinets with Glassware	$ 300	1	$ 300
Hosizaka America Ice Machine	$ 2,000	1	$ 2,000
Iso temp 202 Fisher scientific water bath	$ 250	2	$ 500
Iso Temp 210 water bath	$ 250	2	$ 500
Jet Tech F-18 DP Dishwasher for Mouse Room	$ 1,500	1	$ 1,500
Lab Stools delux	$ 50	16	$ 800
Lab Utility Cart	$ 25	3	$ 75
Labnet C-1200 Mini Centrifuge	$ 150	2	$ 300
Leica DMLB Microscope with Olympus Camera	$ 12,500	1	$ 12,500
Microm Accu-Edge Cryostat Blade Holder, Universal	$ 500	1	$ 500

Page 4 of 5

Microm HM 500 Cryostat	$ 4,000	1	$ 4,000
MJ Research Optican II PCR Analyzer	$ 1,000	1	$ 1,000
Molecular Devices SprectraMax M2 Micro Plate Reader	$ 4,500	1	$ 4,500
Nikon TMS microscope	$ 2,000	1	$ 2,000
Nuaire Biological Safety Cab 425.600 6ft tissue culture hood	$ 1,300	1	$ 1,300
Olympus BX41 fluorescent Microscope system	$ 10,000	1	$ 10,000
Olympus CKX41 fluorescent microscope system	$ 10,000	1	$ 10,000
PLAPON2X, 2x Plan Apochromatic Objective	$ 500	1	$ 500
PolyScience H20 water Bath	$ 100	1	$ 100
ProStar 363 Flourescent Detector w/ Galaxie CDS	$ 100	1	$ 100
Sorvall GSA Benchtop Centrifuge	$ 200	1	$ 200
Spectroline Model TL-312R Transilluminator	$ 500	1	$ 500
Thermo Electron Micromax Centrifuge w/ Rotor	$ 300	1	$ 300
Thermo Fisher SmartVue Temperature Monitoring System	$ 2,500	1	$ 2,500
Thermo Scientific Model 7456 Cyromed controlled rate freezer	$ 4,000	1	$ 4,000
Thermo Scientific Revco 45.8 cf Lab Refrigerator - Sliding Glass	$ 1,500	1	$ 1,500
Upright Freezer	$ 150	1	$ 150
Upright Freezer	$ 150	1	$ 150
Vacuum Pump	$ 400	1	$ 400
Various - DI Water filtration / distribution system, Vacuum system, Pipettors, Pipette puller, Pipette aids; Gel Boxes and power supplies, Computer network hubs, Firewall; iRicoh Network copy machine/printer, scanner; HP Network Printers; filing cabinets, all office and conference room tables/ desks/ chairs; shelving, equipment cabinetry	$ 0	Group inclusion	$ 0
VWR Orbital Shaker	$ 150	1	$ 150
Zeiss Axio vert 25 microscope	$ 2,500.00	1	$ 2,500

Page 5 of 5

Exhibit 10.7

LEASE

by and between

PARADIGM RESOURCES, L.C.,

a Utah limited liability company,

as Landlord

and

MAJESCO ENTERTAINMENT COMPANY,

a Delaware corporation,

d/b/a POLARITY TE,

as Tenant

615 ARAPEEN DRIVE, SUITE 102

SALT LAKE CITY, UTAH 84108

615 ARAPEEN DRIVE – SALT LAKE CITY, UTAH

TABLE OF CONTENTS


ARTICLE I. BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS		1
SECTION 1.01. BASIC LEASE PROVISIONS		1
SECTION 1.02. SIGNIFICANCE OF A BASIC LEASE PROVISION.		3
SECTION 1.03. ENUMERATION OF EXHIBITS.		3
ARTICLE II. GRANT AND LEASED PREMISES		3
SECTION 2.01. LEASED PREMISES.		3
ARTICLE III. RENT		4
SECTION 3.01. BASE MONTHLY RENT.		4
SECTION 3.02.		4
SECTION 3.03.		4
SECTION 3.04.		4
SECTION 3.05.		4
SECTION 3.06. TAXES.		4
SECTION 3.07. PAYMENTS.		4
SECTION 3.08. ADDITIONAL RENT.		4
ARTICLE IV. RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM		5
SECTION 4.01. RENTAL TERM.		5
SECTION 4.02. RENTAL TERM COMMENCEMENT DATE AND TERMINATION DATE.		5
SECTION 4.03. PRELIMINARY TERM.		5
SECTION 4.04. END OF RENTAL TERM.		5
ARTICLE V. CONSTRUCTION OF LEASED PREMISES		5
SECTION 5.01. CONSTRUCTION OF LEASED PREMISES BY LANDLORD.		5
SECTION 5.02. DELIVERY OF POSSESSION FOR TENANT’S WORK.		5
SECTION 5.03. CHANGES AND ADDITIONS BY LANDLORD.		5
SECTION 5.04. TERMINATING LEASE FOR REMODELING.		6
ARTICLE VI. TENANT’S WORK		6
SECTION 6.01. REMODEL OF LEASED PREMISES BY TENANT.		6
SECTION 6.02. SETTLEMENT OF DISPUTES.		7
SECTION 6.03. PROJECT CLOSE-OUT.		7
ARTICLE VII. PERMITTED USE		8
SECTION 7.01. PERMITTED USE OF LEASED PREMISES.		8
SECTION 7.02. HAZARDOUS SUBSTANCES.		8
ARTICLE VIII. OPERATION AND MAINTENANCE OF COMMON AREAS		9
SECTION 8.01. CONSTRUCTION AND CONTROL OF COMMON AREAS.		9
SECTION 8.02. LICENSE.		9
ARTICLE IX. ALTERATIONS, SIGNS, LOCKS & KEYS		10
SECTION 9.01. ALTERATIONS.		10
SECTION 9.02. REMOVAL BY TENANT.		10
SECTION 9.03. SIGNS.		10
SECTION 9.04.		10
SECTION 9.05. LOCKS AND KEYS.		10
ARTICLE X. MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS		11
SECTION 10.01. LANDLORD’S OBLIGATION FOR MAINTENANCE.		11
SECTION 10.02. TENANT’S OBLIGATION FOR MAINTENANCE.		11
SECTION 10.03. SURRENDER AND RIGHTS UPON TERMINATION.		11
ARTICLE XI. INSURANCE AND INDEMNITY		12
SECTION 11.01. LIABILITY INSURANCE AND INDEMNITY.		12
SECTION 11.02. FIRE AND CASUALTY INSURANCE.		12
SECTION 11.03. WAIVER OF SUBROGATION.		13
SECTION 11.04. INDEMNIFICATION.		13

615 ARAPEEN DRIVE – SALT LAKE CITY, UTAH

TABLE OF CONTENTS

ARTICLE XII. UTILITY CHARGES		13
SECTION 12.01. OBLIGATION OF LANDLORD.		13
SECTION 12.02. OBLIGATIONS OF TENANT.		14
SECTION 12.03.		14
SECTION 12.04. LIMITATIONS ON LANDLORD’S LIABILITY.		14
ARTICLE XIII. ESTOPPEL AND OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION		15
SECTION 13.01. ESTOPPEL AND OFF-SET STATEMENT.		15
SECTION 13.02. ATTORNMENT.		15
SECTION 13.03. SUBORDINATION.		15
SECTION 13.04. MORTGAGEE SUBORDINATION.		15
SECTION 13.05. REMEDIES.		15
ARTICLE XIV. ASSIGNING, MORTGAGING, SUBLETTING,		16
CHANGE IN OWNERSHIP BY TENANT		16
SECTION 14.01. CONSENT REQUIRED.		16
SECTION 14.02. OPTION TO TERMINATE.		16
SECTION 14.03. CONDITIONS OF CONSENT.		16
SECTION 14.04. STANDARDS OF REASONABLENESS IN WITHHOLDING CONSENT.		16
SECTION 14.05. DOCUMENTATION OF ASSIGNMENT.		17
SECTION 14.06. CONTINUING LIABILITY OF TENANT AND GUARANTOR.		17
ARTICLE XV. WASTE OR NUISANCE		17
SECTION 15.01. WASTE OR NUISANCE.		17
ARTICLE XVI. NOTICES		17
SECTION 16.01. NOTICES.		17
ARTICLE XVII. DESTRUCTION OF THE LEASED PREMISES		18
SECTION 17.01. DESTRUCTION.		18
ARTICLE XVIII. CONDEMNATION		18
SECTION 18.01. CONDEMNATION.		18
ARTICLE XIX. DEFAULT OF TENANT		19
SECTION 19.01. DEFAULT - RIGHT TO RE-ENTER.		19
SECTION 19.02. DEFAULT - RIGHT TO RE-LET.		19
SECTION 19.03. LEGAL EXPENSES.		19
ARTICLE XX. BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP		20
SECTION 20.01. RIGHT OF TERMINATION.		20
SECTION 20.02. BANKRUPTCY.		20
ARTICLE XXI. LANDLORD ACCESS		21
SECTION 21.01. LANDLORD ACCESS.		21
ARTICLE XXII. TENANT’S PROPERTY AND LANDLORD’S LIEN		21
SECTION 22.01. TAXES ON LEASEHOLD.		21
SECTION 22.02. LOSS AND DAMAGE.		21
SECTION 22.03. NOTICE BY TENANT.		21
SECTION 22.04. LANDLORD’S LIEN.		21
SECTION 22.05. LANDLORD’S SUBORDINATION.		21
ARTICLE XXIII. HOLDING OVER		21
SECTION 23.01. HOLDING OVER.		21
SECTION 23.02. SUCCESSORS.		22
ARTICLE XXIV. RULES AND REGULATIONS		22
SECTION 24.01. RULES AND REGULATIONS.		22
ARTICLE XXV. QUIET ENJOYMENT		22
SECTION 25.01. QUIET ENJOYMENT.		22
ARTICLE XXVI. SECURITY DEPOSIT		22
SECTION 26.01. SECURITY DEPOSIT.		22
SECTION 26.02. TRANSFER OF LANDLORD’S INTEREST IN THE SECURITY DEPOSIT.		22

615 ARAPEEN DRIVE – SALT LAKE CITY, UTAH

TABLE OF CONTENTS

ARTICLE XXVII. MISCELLANEOUS PROVISIONS		23
SECTION 27.01. WAIVER.		23
SECTION 27.02. ENTIRE LEASE AGREEMENT.		23
SECTION 27.03. INTERPRETATION, USE OF PRONOUNS.		23
SECTION 27.04. FORCE MAJEURE.		23
SECTION 27.05. LOSS AND DAMAGE.		23
SECTION 27.06. CAPTIONS AND SECTION NUMBERS.		23
SECTION 27.07. BROKER’S COMMISSION.		24
SECTION 27.08. RECORDING.		24
SECTION 27.09. CONSENT NOT UNREASONABLY WITHHELD.		24
SECTION 27.10. FURNISHING OF FINANCIAL STATEMENTS.		24
SECTION 27.11. TIME OF ESSENCE.		24
SECTION 27.12. ACCORD AND SATISFACTION.		24
SECTION 27.13. NO OPTION.		24
SECTION 27.14. ANTI-DISCRIMINATION.		24
SECTION 27.15. SEVERABILITY.		24
SECTION 27.16. SURVIVAL OF OBLIGATIONS.		25
SECTION 27.17. REPRESENTATION REGARDING AUTHORITY.		25
SECTION 27.18. TENANT’S LIABILITY.		25
SECTION 27.19. LANDLORD’S LIABILITY.		25
SECTION 27.20. COUNTERCLAIM AND JURY TRIAL.		25
SECTION 27.21. TRANSFER OF LANDLORD’S INTEREST IN THE LEASED PREMISES.		25
SECTION 27.22. TENANT SELECTION BY LANDLORD.		25
SECTION 27.23. DISCLOSURE OF PARTIES.		25
SECTION 27.24. EXECUTIVE ORDER CERTIFICATION.		25
ADDITIONAL PROVISIONS		26
SIGNATURES		27
ACKNOWLEDGMENT OF TENANT		28
ACKNOWLEDGMENTS OF LANDLORD		29
EXHIBIT “A”		30
EXHIBIT “B”		31

LEASE AGREEMENT

(hereinafter “ Lease ”)

ARTICLE I. BASIC LEASE PROVISIONS; ENUMERATION OF EXHIBITS

SECTION 1.01. BASIC LEASE PROVISIONS

(A)

EFFECTIVE DATE: _______________________________, 2016 (“ Effective Date ”)

(B)

LANDLORD: PARADIGM RESOURCES, L.C., a Utah limited liability company (“ Landlord ”)

(C)

ADDRESS OF LANDLORD FOR NOTICES (Section 16.01):

Paradigm Resources, L.C.

c/o Woodbury Corporation

Attn: Lease Administration

2733 East Parleys Way, Suite 300

Salt Lake City, Utah 84109

With a copy to:

Paradigm Resources, L.C.

c/o Woodbury Corporation

Attn: Legal Department

2733 East Parleys Way, Suite 300

Salt Lake City, Utah 84109

(D)

TENANT: Majesco Entertainment Company, a Delaware corporation, d/b/a PolarityTE (“ Tenant ”) (Tax ID: 06-1529524)

(E)

ADDRESS OF TENANT FOR NOTICES (Section 16.01): 4041-T Hadley Road, South Plainfield, New Jersey 07080

(F)

PERMITTED USE (Section 7.01): Research and development lab and office use (“ Permitted Use ”), and for no other use without the prior written consent of Landlord.

(G)

TENANT’S TRADE NAME: PolarityTE

(H)

BUILDING (Section 2.01): An office building situated at 615 Arapeen Drive, in the City of Salt Lake, County of Salt Lake, State of Utah (“ Building ”).

(I)

LEASED PREMISES (Section 2.01): 615 Arapeen Drive, Suite 102, Salt Lake City, Utah 84108, consisting of approximately 5,331 square feet of gross rentable area (“ Leased Premises ”), as depicted on Exhibit “A”.

(J)

DELIVERY OF POSSESSION (Section 5.02): The Leased Premises shall be delivered to Tenant within ten (10) days of the Effective Date of this Lease (“ Delivery of Possession ”), as certified by a notice of Delivery of Possession. Preliminary Term (as defined in Section 4.03) begins on Delivery of Possession.

(K)

RENTAL TERM, COMMENCEMENT AND EXPIRATION DATE (Sections 4.01 and 4.02): The term of this Lease shall commence on the earlier to occur of (a) January 1, 2017 or (b) the date Tenant is open and operating in the Leased Premises (“ Rental Term Commencement Date ”), and shall be for a period of one (1) full Lease Year (as defined in Section 4.01) ending December 31, 2017 (“ Rental Term ”), as certified by a notice of Rental Term Commencement Date.

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(L)

BASE MONTHLY RENT (Section 3.01): Twelve Thousand Four Hundred Thirty-Nine and 00/100 Dollars ($12,439.00) per month (“ Base Monthly Rent ”).

(M)

Intentionally Omitted.

(N)

OPERATING EXPENSES: All operating expenses for the Leased Premises and the Building shall be paid for by Landlord.

(O)

Intentionally Omitted.

(P)

UTILITIES AND SERVICES: Subject to the provisions of Sections 12.01 and 12.02, this Lease provides that the utilities and services shall be paid or reimbursed by Tenant.

(Q)

HOURS OF OPERATION (Section 12.03): Tenant shall have access to the Leased Premises twenty-four (24) hours a day, seven (7) days per week. Standard operating hours for the Building shall be 6:00 a.m. to 9:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on Saturday, excluding holidays (“ Standard Operating Hours ”).

(R)

PREPAID RENT: Twelve Thousand Four Hundred Thirty-Nine and 00/100 Dollars ($12,439.00) paid by Tenant upon Tenant’s execution of this Lease to be applied to the first installment of Base Monthly Rent due hereunder.

(S)

SECURITY DEPOSIT (Section 26.01): Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) (“ Security Deposit ”) to be paid by Tenant upon Tenant’s execution of this Lease.

(T)

Intentionally Omitted.

(U)

Intentionally Omitted.

(V)

Intentionally Omitted.

(W)

TENANT’S WORK (Section 6.01): Tenant shall finish the Leased Premises in accordance with plans and specifications approved by Landlord. Prior to commencement of construction, Tenant shall submit an electronic copy of all plans to Landlord for review and approval as set forth in Section 6.01.

(X)

LEASED PREMISES CONDITION: Except as hereinafter provided, Landlord covenants that actual possession of the Leased Premises shall be delivered to Tenant in “as is” condition. It is agreed that by taking possession of the Leased Premises as a tenant, Tenant formally accepts the same and acknowledges that the Leased Premises is in the condition called for hereunder.

[Remainder of Page Intentionally Left Blank]

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SECTION 1.02. SIGNIFICANCE OF A BASIC LEASE PROVISION. The foregoing provisions of Section 1.01 summarize for convenience only certain fundamental terms of this Lease delineated more fully in the articles and sections referenced therein. In the event of a conflict between the provisions of Section 1.01 and the balance of this Lease, the latter shall control.

SECTION 1.03. ENUMERATION OF EXHIBITS. The exhibits enumerated in this Section 1.03 and attached to this Lease are incorporated in this Lease by this reference and are to be construed as a part of this Lease. In the event of a conflict between the body of this Lease and the exhibits, the body of this Lease shall control.

EXHIBIT “A” - SITE PLAN

EXHIBIT “B” - LEGAL DESCRIPTION

ARTICLE II. GRANT AND LEASED PREMISES

SECTION 2.01. LEASED PREMISES. Landlord has heretofore obtained a long-term ground lease covering that certain tract of real property situated in the University of Utah Research Park in Salt Lake City, State of Utah, more particularly described in Exhibit “B” attached hereto, together with certain easement for access rights. (Such tract is hereinafter referred to as the “ Property ”).

Landlord owns the Building on the Property referred to in Section 1.01(H) suitable for use as office, research and limited complementary retail space, together with related parking facilities and other improvements necessary to enable the Building to be so used (the Building and related facilities and improvements are hereinafter collectively referred to as the “ Improvements ”).

In consideration for the rent to be paid and covenants to be performed by Tenant, Landlord hereby leases to Tenant, and Tenant leases from Landlord for the Rental Term and upon the terms and conditions herein set forth, the Leased Premises described in Section 1.01(I), located in the Building. Gross rentable area measurements herein specified are from the exterior of the perimeter walls of the Building to the center of the interior walls.

The exterior walls and roof of the Leased Premises and the areas beneath the Leased Premises are not demised hereunder, and the use thereof together with the right to install, maintain, use, repair, and replace pipes, ducts, conduits, and wires leading through the Leased Premises in locations which do not materially and adversely interfere with Tenant’s use thereof and serving other parts of the Building or buildings are hereby reserved to Landlord. Landlord reserves (a) such access rights through the Leased Premises as may be reasonably necessary to enable access by Landlord to the balance of the Building and reserved areas and elements as set forth above; and (b) the right to install or maintain meters on the Leased Premises to monitor use of utilities. In exercising such rights, Landlord shall use reasonable efforts so as to not commit waste upon the Leased Premises and as far as practicable shall not materially and adversely interfere with Tenant’s use of the Leased Premises and shall minimize annoyance, interference or damage to Tenant and the Leased Premises when making modifications, additions or repairs.

Subject to the provisions of Article VIII and Section 27.11, Tenant and its employees, contractors, customers, agents and invitees have the right to the non-exclusive use, in common with existing tenants of such unreserved automobile parking spaces, driveways, footways, and other facilities designated for common use within the Building, except that with respect to non-exclusive areas, Tenant shall cause its employees to park their cars only in areas specifically designated from time to time by Landlord for that purpose. Landlord shall have the right to designate, in its sole business judgment, certain spaces as “visitor” parking spaces and Tenant shall use its best efforts to cause its employees not to park in such visitor parking.

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ARTICLE III. RENT

SECTION 3.01. BASE MONTHLY RENT. Tenant agrees to pay to Landlord Base Monthly Rent in the amounts set forth in Section 1.01(L) at such place as Landlord may designate, without prior demand therefor, without offset or deduction and in advance on or before the first day of each calendar month during the Rental Term, including any Rental Term extension or renewal thereof, commencing on the Rental Term Commencement Date. In the event the Rental Term Commencement Date occurs on a day other than the first day of a calendar month, then Base Monthly Rent to be paid on the Rental Term Commencement Date shall include both Base Monthly Rent for the first full calendar month occurring after the Rental Term Commencement Date, plus Base Monthly Rent for the initial fractional calendar month pro-rated on a per-diem basis (based upon a thirty (30) day month).

SECTION 3.02. Intentionally Omitted.

SECTION 3.03. Intentionally Omitted.

SECTION 3.04. Intentionally Omitted.

SECTION 3.05. Intentionally Omitted.

SECTION 3.06. TAXES.

(a) Landlord shall pay all real property taxes and assessments which are levied against or which apply to the Building with respect to the Leased Premises.

(b) Tenant shall pay, prior to delinquency, all taxes, assessments, charges, and fees which during the Rental Term, or any Rental Term extension or renewal thereof, may be imposed, assessed, or levied by any governmental or public authority against or upon Tenant’s use of the Leased Premises or any inventory, personal property, fixtures or equipment kept or installed, or permitted to be located therein by Tenant.

SECTION 3.07. PAYMENTS. All payments of Base Monthly Rent, Additional Rent (as defined in Section 3.08) and other payments to be made to Landlord shall be made on a timely basis and shall be payable to Landlord or as Landlord may otherwise designate. All such payments shall be mailed or delivered to Landlord’s principal office set forth in Section 1.01(C), or at such other place as Landlord may designate from time to time in writing. If mailed, all payments shall be mailed in sufficient time and with adequate postage thereon to be received in Landlord’s account by no later than the due date for such payment. If Tenant fails to pay any Base Monthly Rent, Additional Rent or any other amounts or charges within ten (10) days of the date when due, Tenant shall pay interest from the due date of such past due amounts to the date of payment, both before and after judgment at a rate equal to the greater of fifteen percent (15%) per annum or two percent (2%) over the prime rate or base rate charged by Citibank of New York at the due date of such payment; provided however, that in any case the maximum amount or rate of interest to be charged shall not exceed the maximum non-usurious rate in accordance with applicable law. In addition, Tenant shall pay a late fee equal to four percent (4%) of such past due amount to compensate Landlord for extra administrative, collection, processing, accounting and other costs incurred through Tenant’s nonpayment.

SECTION 3.08. ADDITIONAL RENT. Tenant shall pay as “ Additional Rent ” any and all sums of money or charges required to be paid by Tenant under this Lease whether or not the same be designated as Additional Rent. If such amounts or charges are not paid at the time provided for in this Lease, they shall nevertheless, if not paid when due, be collectible as Additional Rent with the next installment of Base Monthly Rent thereafter falling due hereunder, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or charge at the time the same becomes due and payable hereunder, or limit any interest, late fee or other remedy of Landlord.

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ARTICLE IV. RENTAL TERM, COMMENCEMENT DATE & PRELIMINARY TERM

SECTION 4.01. RENTAL TERM. The initial term of this Lease shall be for the period defined as the Rental Term in Section 1.01(K), plus the partial calendar month, if any, occurring after the Rental Term Commencement Date if the Rental Term Commencement Date occurs other than on the first day of a calendar month. “ Lease Year(s) ” shall include twelve (12) calendar months, except that the first Lease Year shall also include any partial calendar month beginning on the Rental Term Commencement Date.

SECTION 4.02. RENTAL TERM COMMENCEMENT DATE AND TERMINATION DATE. The Rental Term of this Lease and Tenant’s obligation to pay rent hereunder shall commence on the Rental Term Commencement Date as set forth in Section 1.01(K). Each of the parties hereto agrees, upon demand of the other, to execute a Rental Term Commencement Date notice, expressing the commencement and termination dates of the Rental Term as soon as the commencement and termination dates have been determined.

SECTION 4.03. PRELIMINARY TERM. The period between the date Tenant enters upon the Leased Premises and the Rental Term Commencement Date shall be designated as the “ Preliminary Term ” during which no Base Monthly Rent shall accrue; however, other covenants and obligations of Tenant shall be in full force and effect. Delivery of Possession of the Leased Premises to Tenant, as provided in Section 5.02, shall be considered “entry” by Tenant and commencement of the Preliminary Term.

SECTION 4.04. END OF RENTAL TERM. This Lease, and the tenancy hereby created, shall terminate at the end of the Rental Term, or any Rental Term extension or renewal thereof, without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Leased Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting the summary recovery of possession of the Leased Premises from Tenant holding over to the same extent as if statutory notice has been given.

ARTICLE V. CONSTRUCTION OF LEASED PREMISES

SECTION 5.01. CONSTRUCTION OF LEASED PREMISES BY LANDLORD. Landlord has constructed the Building in which the Leased Premises is located. Tenant is leasing the Leased Premises in “as is” condition.

SECTION 5.02. DELIVERY OF POSSESSION FOR TENANT’S WORK. Except as expressly stated otherwise, Landlord covenants that actual possession of the Leased Premises shall be delivered to Tenant in “as is” condition. It is agreed that by taking possession of the Leased Premises as a tenant, Tenant formally accepts the same and acknowledges that the Leased Premises is in the condition called for hereunder.

SECTION 5.03. CHANGES AND ADDITIONS BY LANDLORD. Landlord hereby reserves the right at any time, and from time to time, to make alterations or additions to, and to build additional stories on the Building in which the Leased Premises is contained and to build adjoining the same and to modify the existing parking or other Common Areas to accommodate additional buildings. Landlord also reserves the right to construct other buildings or improvements on the Property from time to time, on condition that if the Property is expanded so as to include any additional buildings, Landlord agrees to create or maintain a parking ratio adequate to meet local laws and ordinances, including the right to add land to the Common Areas or to erect parking structures thereon.

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SECTION 5.04. TERMINATING LEASE FOR REMODELING. In Landlord’s sole discretion, if it becomes necessary to terminate this Lease in order to reasonably perform alterations or additions to the Building, Landlord may terminate this Lease upon one (1) year’s prior written notice. In such case, Tenant shall have the right to remove its trade fixtures (but no building improvements) on or before the termination date of this Lease and Landlord shall pay to Tenant as liquidated damages for such termination, a sum equal to the unamortized portion of Tenant’s building improvements as certified to Landlord in accordance with Section 6.01 hereof, assuming that such amortization is on a straight line basis extending over the firm Rental Term and at an interest rate equal to the lower of ten percent (10%) per annum or the rate in fact applicable to Tenant’s existing financing of such improvements. Landlord may elect to offset any sums payable by Landlord to Tenant against any sums payable by Tenant to Landlord. In addition, Tenant shall have the right to lease such other available space of comparable size within the Building as may be mutually agreeable to Landlord and Tenant for the remainder of the Rental Term at the same Base Monthly Rent rate per square foot as Tenant is required to pay Landlord in Section 3.01.

ARTICLE VI. TENANT’S WORK

SECTION 6.01. REMODEL OF LEASED PREMISES BY TENANT. Subject to Section 9.01, Tenant agrees, prior to the Rental Term Commencement Date, at Tenant’s sole cost and expense, to provide all work of whatsoever nature in accordance with its plans and specifications, subject to Landlord’s prior written approval (“ Tenant’s Work ”). Empty conduit extending to the Leased Premises for telephone and data lines, from central locations in the building, shall be provided by Landlord. All terminations, crossovers, and distribution wiring from panels to the various equipment and receptacles shall be provided by Tenant at Tenant’s sole cost and expense. Tenant agrees to furnish Landlord, within the time periods designated by Landlord, with a complete and detailed set of plans and specifications drawn by a registered architect (or by some other qualified person acceptable to Landlord) setting forth and describing Tenant’s Work in such detail as Landlord may require and in compliance with the initial permit set drawings and the final construction set documents approved by Landlord. If such plans and specifications are not so furnished by Tenant within the required time periods designated by Landlord, then Landlord may, at its option, in addition to other remedies Landlord may enjoy, cancel this Lease at any time thereafter while such plans and specifications have not been so furnished. Tenant shall remit one (1) electronic copy of any and all plans and specifications to Landlord at the following email address:

drawings@woodburycorp.com

Additional physical copies can be sent to:

Woodbury Corporation

Attn: Architecture

2733 Parleys Way, Suite 300

Salt Lake City, Utah 84109-1662

With a copy to:

Woodbury Corporation

Attn: Lease Administration

2733 Parleys Way, Suite 300

Salt Lake City, Utah 84109-1662

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No material deviation from the final set of plans and specifications, once submitted to and approved by Landlord, shall be made by Tenant without Landlord’s prior written consent. Landlord shall have the right to approve or disapprove Tenant’s architect and contractor to be used in performing Tenant’s Work, and the right to require and approve insurance or bonds to be provided by Tenant or such contractors. In due course, after completion of Tenant’s Work, Tenant shall certify to Landlord the itemized cost of Tenant improvements and fixtures located upon the Leased Premises. Any design costs incurred by Landlord, including space planning, preliminary and final design and engineering costs, as well as municipal and/or construction plan review fees, permit fees, and/or impact fees shall be part of Tenant’s Work and may be applied to any, Landlord’s construction cost cap and/or any additional allowance. Additional costs shall include, but not be limited to, any costs incurred due to Tenant requested changes which are a result of change orders requiring extraordinary design or engineering applications. To the extent that Landlord elects to perform certain Tenant’s Work, Tenant shall pay Landlord for such work within ten (10) days of invoice by Landlord.

SECTION 6.02. SETTLEMENT OF DISPUTES. It is understood and agreed that any disagreement or dispute which may arise between Landlord and Tenant with reference to the work to be performed by Landlord shall be resolved by Landlord’s architect, whose good faith decision shall be final and binding on both Landlord and Tenant.

SECTION 6.03. PROJECT CLOSE-OUT. Where Tenant’s Work is performed in accordance with Section 6.01, the following procedures shall apply:

(a) Preconstruction . Prior to the commencement of construction, Tenant and Tenant’s contractor shall participate in a preconstruction meeting and provide all documentation requested by Landlord.

(b) Field Inspection . On completion of construction, Landlord and Tenant shall conduct an inspection of the improvements to identify whether there are any incomplete items or other deficiencies. A punch list of such deficiencies shall be prepared. Tenant shall make all corrections within no more than fifteen (15) days thereafter.

(c) Required Project Closeout Information . Tenant shall provide an electronic copy of items (i) through (v) below to Landlord at the following email address:

leaseadmin@woodburycorp.com

Additional, physical copies can be sent to:

Woodbury Corporation

Attn: Architecture

2733 Parleys Way, Suite 300

Salt Lake City, Utah 84109-1662

With a copy to:

Woodbury Corporation

Attn: Lease Administration

2733 Parleys Way, Suite 300

Salt Lake City, Utah 84109-1662

(i) As-built drawings depicting changes to the construction documents that occurred during construction, organized according to the original construction documents.

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(ii) A list of all subcontractors and major material and equipment supplies having contracts greater than Five Thousand Dollars ($5,000.00). The list shall include the actual final contract value of the contractor’s and each subcontractors’ work. Also, include a copy of contractor’s final application for payment with a cost breakdown of the various categories of work.

(iii) Copies of final unconditional lien waivers from Tenant’s general contractor, each subcontractor and material supplier who have provided materials, labor and/or services during the construction of Tenant’s Work, and any person who has filed a preliminary lien notice with the State’s registry. Tenant shall include a copy of the State registry of preliminary lien notices demonstrating that all rights to claim have been removed. In the event that final unconditional lien releases are not available, contractor shall submit final lien waivers conditioned on final payment. Such waivers shall indicate the amount of payment due. Contractor shall include on its list of subcontractors, a column indicating the amount due each subcontractor. In the event of disputes, reasonable evidence shall be required showing that any lien rights have been bonded over and that the Tenant is contesting such matters in good faith and by appropriate proceedings, or upon evidence of expiration of statute of limitation for filing mechanics liens.

ARTICLE VII. PERMITTED USE

SECTION 7.01. PERMITTED USE OF LEASED PREMISES. Tenant shall use and occupy the Leased Premises during the continuance of this Lease solely for the Permitted Use set forth in Section 1.01(F) and for purposes ordinarily incidental to such use and only for such purposes and in such manner as are permitted both by the Protective Covenants relating to the University of Utah Research Park and by any existing legislation concerning the Research Park, and for no other use without the prior written consent of Landlord. Tenant shall promptly comply with all present or future laws, ordinances, lawful orders and regulations affecting the Leased Premises and the cleanliness, safety, occupancy and use of the Leased Premises. Tenant shall not make any use of the Leased Premises which shall cause cancellation or an increase in the cost of any insurance policy covering the Leased Premises. Tenant shall not keep or use on the Leased Premises any article, item, or thing which is prohibited by the standard form of fire insurance policy. Tenant shall not commit any waste upon the Leased Premises and shall not conduct or allow any business, activity, or thing on the Leased Premises which is an annoyance or causes damage to Landlord, to other subtenants, occupants, or users of the improvements, or to occupants of the vicinity. Tenant shall comply with and abide by all laws, ordinances, and regulations of all municipal, county, state, and federal authorities which are now in force or which may hereafter become effective with respect to use and occupancy of the Leased Premises. Landlord represents that to the best of its knowledge and understanding, that upon Delivery of Possession, the Building shall comply with all currently applicable laws, ordinances and regulations of municipal, county, state and federal authorities.

SECTION 7.02. HAZARDOUS SUBSTANCES. Tenant shall not use, produce, store, release, dispose or handle in or about the Leased Premises or transfer to or from the Leased Premises (or permit any other party to do such acts) any Hazardous Substance (as defined herein) except in compliance with all applicable Environmental Laws (as defined herein). Tenant shall not construct or use any improvements, fixtures or equipment or engage in any act on or about the Leased Premises that would require the procurement of any license or permit pursuant to any Environmental Law. Tenant shall immediately notify Landlord of (i) the existence of any Hazardous Substance on or about the Leased Premises that may be in violation of any Environmental Law (regardless of whether Tenant is responsible for the existence of such Hazardous Substance), (ii) any proceeding or investigation by any governmental authority regarding the presence of any Hazardous Substance on the Leased Premises or the migration thereof to or from any other property, (iii) all claims made or threatened by any third party against Tenant relating to any loss or injury resulting from any Hazardous Substance, or (iv) Tenant’s notification of the National Response Center of any release of a reportable quantity of a Hazardous Substance in or about the Leased Premises. “ Environmental Law(s) ” shall mean any federal, state or local statute, ordinance, rule, regulation or guideline pertaining to health, industrial hygiene, or the environment, including without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act. “ Hazardous Substance(s) ” shall mean all substances, materials and wastes that are or become regulated, or classified as hazardous or toxic, under any Environmental Law. If it is

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determined that any Hazardous Substance exists on the Leased Premises resulting from any act of Tenant or its employees, agents, contractors, licensees, subtenants or customers, then Tenant shall immediately take necessary action to cause the removal of such substance and shall remove such within ten (10) days after discovery. Notwithstanding the above, if the Hazardous Substance is of a nature that cannot be reasonably removed within ten (10) days Tenant shall not be in default if Tenant has commenced to cause such removal and proceeds diligently thereafter to complete removal, except that in all cases, any Hazardous Substance must be removed within sixty (60) days after discovery thereof. Furthermore, notwithstanding the above, if in the good faith judgment of Landlord, the existence of such Hazardous Substance creates an emergency or is of a nature which may result in immediate physical danger to persons at the Property, Landlord may enter upon the Leased Premises and remove such Hazardous Substances and charge the cost thereof to Tenant as Additional Rent.

ARTICLE VIII. OPERATION AND MAINTENANCE OF COMMON AREAS

SECTION 8.01. CONSTRUCTION AND CONTROL OF COMMON AREAS. All automobile parking areas, driveways, entrances and exits thereto, and other facilities furnished by Landlord in or near the Building, including if any, employee parking areas, truck ways, loading docks, mail rooms or mail pickup areas, pedestrian sidewalks and hallways, landscaped areas, retaining walls, stairways, restrooms and other areas and improvements provided by Landlord for the general use in common with all tenants, their officers, agents, employees and customers (“ Common Area(s) ”), shall at all times be subject to the exclusive control and management of Landlord, which Landlord shall have the right from time to time to establish, modify and enforce reasonable rules and regulations with respect to all facilities and areas mentioned in this Section 8.01. Landlord shall have the right to construct, maintain and operate lighting and drainage facilities on or in all such areas and improvements; to police the same, from time to time to change the area, level, location and arrangement of parking areas and other facilities hereinabove referred to; to restrict parking by tenants, their officers, agents and employees to employee parking areas; to close temporarily all or any portion of such areas or facilities to such extent as may, in the opinion of counsel, be legally sufficient to prevent a dedication thereof or the accrual of any rights to any person or the public therein; to assign “reserved” parking spaces for exclusive use of certain tenants or for customer parking, to discourage non-employee and non-customer parking; and to do and perform such other acts in and to such areas and improvements as, in the exercise of good business judgment, Landlord shall determine to be advisable with a view toward maintaining of appropriate convenience uses, amenities, and for permitted uses by tenants, their officers, agents, employees and customers. Landlord shall operate and maintain the Common Areas and Common Facilities (as defined herein) referred to above in such a manner as it, in its sole discretion, shall determine from time to time to be reasonable. Without limiting the scope of such discretion, Landlord shall have the full right and authority to employ all personnel and to make all rules and regulations pertaining to and necessary for the proper operation, security and maintenance of the Common Areas and Common Facilities. The Building and/or Property signs, traffic control signs and other signs determined by Landlord to be in best interest of the Building and/or Property shall be considered part of the Common Areas and Common Facilities.

For purposes of this Article VIII, “ Common Facilities ” shall mean all areas, space, equipment and special services available for the common or joint use and/or benefit of any of the occupants of the Building or their employees, agents, servants, customers and other invitees, including without limitation, parking areas, access roads, driveways, retaining walls, landscaped areas, truck serviceways or tunnels, loading docks, pedestrian lanes, courts, stairs, ramps and sidewalks, comfort and first-aid stations, washrooms, restrooms, janitorial rooms, transformer vaults, electrical rooms, sprinkler riser rooms, common equipment storage rooms, information booths, canopies, utility systems, energy management systems, roof drains, sumps and gutters, walls and fences, and elevators and air-walkways, if any.

SECTION 8.02. LICENSE. All Common Areas and Common Facilities not within the Leased Premises, which Tenant may be permitted to use and occupy, are to be used and occupied under a revocable license, and if the amount of such areas be diminished, Landlord shall not be subject to any liabilities nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such diminution of such areas be deemed constructive or actual eviction, so long as such revocations or diminutions are deemed by Landlord to serve the best interests of the Building and/or Property. The term of such revocable license shall be coterminous with this Lease and shall not be revoked or terminated during the Rental Term of this Lease

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ARTICLE IX. ALTERATIONS, SIGNS, LOCKS & KEYS

SECTION 9.01. ALTERATIONS. Tenant shall not make or suffer to be made any alterations or additions to the Leased Premises or any part thereof without the prior written consent of Landlord, in Landlord’s sole and absolute discretion. Any additions to, or alterations of the Leased Premises, except movable furniture, equipment and trade fixtures, shall become a part of the realty and belong to Landlord upon the expiration of the Rental Term, or any Rental Term extension or renewal thereof, or other termination or surrender of the Leased Premises to Landlord. Tenant shall promptly pay all contractors and materialmen so as to minimize the possibility of a lien attaching to the Leased Premises, and should any such lien be made or filed, Tenant shall bond against or discharge the same within ten (10) days after written request by Landlord. Landlord reserves the right to enter the Leased Premises to post, and keep posted, notices of non-responsibility for any such liens.

SECTION 9.02. REMOVAL BY TENANT. In the event of any Landlord-approved remodeling by Tenant, Landlord reserves title to all removed materials, building components, plumbing and HVAC equipment, except that Tenant shall remove from the Leased Premises those items which Landlord chooses not to salvage. All new alterations, decorations, additions and improvements paid by Tenant, if any, shall be deemed to belong to Tenant although attached to the Leased Premises. However, none of such items may be removed from the Leased Premises and shall become the property of Landlord upon the expiration of the Rental Term, or any Rental Term renewal or extension thereof, or other termination or surrender of the Leased Premises to Landlord. Tenant shall not remove any of such alterations, decorations, additions and improvements, although trade fixtures installed by Tenant may be removed if all rents due herein are paid in full and Tenant is in full compliance with all other terms and conditions in this Lease.

SECTION 9.03. SIGNS. Tenant shall not place or suffer to be placed or maintained on any exterior door, wall or window of the Leased Premises, or elsewhere in the Building, any sign, awning, marquee, decoration, lettering, attachment, canopy, advertising matter or other thing of any kind, and shall not place or maintain any decoration, lettering or advertising matter on the glass of any window or door of the Leased Premises without first obtaining Landlord’s written approval. Tenant shall maintain any such sign, awning, canopy, decoration, lettering, advertising matter or other things as may be approved in good condition and repair at all times. Landlord may, at Tenant’s cost, and without liability to Tenant, enter the Leased Premises and remove any item erected in violation of this Section 9.03. Landlord has established rules and regulations governing the size, type and design of all signs, decorations, etc., which are specifically set forth in accordance with the final construction set documents approved by Landlord.

SECTION 9.04. Intentionally Omitted.

SECTION 9.05. LOCKS AND KEYS.

(a) The Building shall be equipped with an electronic card access system at entrance to the Building as well as primary doors of the Leased Premises. Landlord shall issue, monitor, and program key cards for Tenant and Tenant’s employees, as reasonably needed. When employment relationships change, Tenant shall cooperate to attempt to retrieve such key cards from employees leaving Tenant.

(b) Where key access exists, Tenant may change locks or install other locks on doors, but if Tenant does, Tenant must provide Landlord with duplicate keys or key cards, if any, within twenty-four (24) hours after such change or installation.

(c) Tenant shall, upon termination of this Lease, deliver to Landlord all the keys and/or key cards to the Building and the Leased Premises including any interior offices, toilet rooms, combinations to built-in safes, etc. which shall have been furnished to or by Tenant or are in the possession of Tenant.

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ARTICLE X. MAINTENANCE AND REPAIRS; ALTERATIONS; ACCESS

SECTION 10.01. LANDLORD’S OBLIGATION FOR MAINTENANCE. Landlord shall maintain and repair: (1) the areas outside the Leased Premises including hallways, public restrooms, if any, general landscaping, Landlord owned parking areas, driveways and walkways; (2) the Building structure including the roof, exterior walls and foundation; and (3) all Building plumbing, electrical, heating, and air conditioning systems. However, if the need for such repairs or maintenance results from any careless, wrongful or negligent act or omission of Tenant or any malfunctioning furnishings and/or fixtures, Tenant shall pay the entire cost of any such repair or maintenance including a reasonable charge to cover Landlord’s supervisory overhead. Landlord shall not be obligated to repair any damage or defect until receipt of written notice from Tenant of the need of such repair and Landlord shall have a reasonable time after receipt of such notice in which to make such repairs. Tenant shall give immediate notice to Landlord in case of fire or accidents in the Leased Premises or in the Building of which the Leased Premises is a part or of defects therein or in any fixtures or equipment provided by Landlord.

SECTION 10.02. TENANT’S OBLIGATION FOR MAINTENANCE.

(a) Tenant shall provide its own janitorial service and keep and maintain the Leased Premises, including the interior wall surfaces and windows, floors, floor coverings and ceilings, in a clean, sanitary and safe condition in accordance with applicable laws of the State and in accordance with all directions, rules and regulations of the health officer, fire marshal, insurance underwriter or rating bureau designated by Landlord, building inspector, or other proper officials of the governmental agencies having jurisdiction, at the sole cost and expense of Tenant, and Tenant shall comply with all requirements of law, ordinance and otherwise, affecting the Leased Premises.

(b) Tenant shall pay, when due, all claims for labor or material furnished, for work under Sections 9.01, 9.02 and 10.02 hereof, to or for Tenant at or for use in the Leased Premises, and shall bond such work to prevent assertion of claims against Landlord unless Landlord waives such requirement in writing.

(c) Tenant agrees to be responsible for all furnishings, fixtures and equipment located upon the Leased Premises from time to time (including any specialty HVAC equipment for labs or lab equipment ) and shall replace carpeting within the Leased Premises if same shall be damaged by tearing, burning, or stains resulting from spilling anything on such carpet, reasonable wear and tear excepted. Tenant further agrees to use chair mats or floor protectors wherever it uses chairs with wheels or casters on carpeted areas.

SECTION 10.03. SURRENDER AND RIGHTS UPON TERMINATION.

(a) This Lease, and the tenancy hereby created, shall cease and terminate at the end of the Rental Term hereof, or any Rental Term extension or renewal thereof, without the necessity of any notice from either Landlord or Tenant to terminate the same, and Tenant hereby waives notice to vacate the Leased Premises and agrees that Landlord shall be entitled to the benefit of all provisions of law respecting summary recovery of possession of the Leased Premises from Tenant holding over to the same extent as if statutory notice has been given.

(b) Upon termination of this Lease at any time and for any reason whatsoever, Tenant shall surrender and deliver up the Leased Premises, including the items constituting Tenant’s Work, to Landlord in the same condition as when the Leased Premises was delivered to Tenant or as altered as provided in Section 9.01, ordinary wear and tear excepted. Upon request of Landlord, Tenant shall promptly remove all personal property from the Leased Premises and repair any damage caused by such removal. Obligations under this Lease relating to events occurring or circumstances existing prior to the date of termination shall survive the expiration or other termination of the Rental Term of this Lease. Liabilities accruing after the date of termination are defined in Sections 11.01, 19.01 and 19.02.

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ARTICLE XI. INSURANCE AND INDEMNITY

SECTION 11.01. LIABILITY INSURANCE AND INDEMNITY. Tenant shall, during the Rental Term, Preliminary Term, and any Rental Term extension or renewal thereof, keep in full force and effect a policy of commercial general liability insurance with respect to the Leased Premises, with a combined single limit of not less than Two Million Dollars ($2,000,000.00) per occurrence. The policy shall name Landlord, property manager (i.e., Woodbury Corporation) and any other persons, firms or corporations designated by Landlord and Tenant as named “ Additional Insured(s) ”, and shall contain a clause that the insurer shall not cancel or change the insurance without first giving Landlord ten (10) days prior written notice. Such insurance shall include an endorsement permitting Landlord and property manager to recover damage suffered due to act or omission of Tenant, notwithstanding being named as an Additional Insured party in such policies. Such insurance may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefor. The insurance shall be with an insurance company approved by Landlord and a copy of the paid-up policy evidencing such insurance or a certificate of insurer certifying to the issuance of such policy shall be delivered to Landlord. If Tenant fails to provide such insurance, Landlord may do so and charge the same to Tenant.

Tenant shall indemnify, defend and hold Landlord harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises or from the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, sublessees, concessionaires or business invitees unless caused by the negligence of Landlord and to the extent not covered by its casualty or liability insurance. In case Landlord shall, without fault of its part, be made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by either in defending itself or enforcing the covenants and agreements of this Lease.

SECTION 11.02. FIRE AND CASUALTY INSURANCE.

(a) Subject to the provisions of this Section 11.02, Landlord shall secure, pay for, and at all times during the Rental Term, and any Rental Term extension or renewal thereof, maintain fire and casualty extended coverage insurance providing coverage upon the Improvements in an amount equal to the full insurable replacement value thereof (as determined by Landlord), together with such other casualty insurance coverage as Landlord deems advisable with regard to the Building, including at its option, but not limited to, average clauses, boiler insurance, elevator insurance, automatic sprinkler damage insurance, and rental income insurance sufficient to pay to Landlord not less than twelve (12) months Base Monthly Rent and Additional Rent. Landlord may require appropriate endorsements as may be required by Landlord or Landlord’s lender. Landlord’s fire and casualty insurance on the Building need not cover items such as Tenant’s murals, works of art, abnormal decorative treatments or items listed in this Section 11.02 included within such policy coverage. All insurance required hereunder shall be written by reputable, responsible companies licensed in the State of Utah. Tenant shall have the right, at its request at any reasonable time, to be furnished with copies of the insurance policies then in force pursuant to this Section 11.02, together with evidence that the premiums therefor have been paid.

(b) Tenant agrees to maintain, at its own expense, such fire and casualty insurance coverage as Tenant may desire or require in respect to Tenant’s personal property, equipment, furniture, fixtures or inventory and Landlord shall have no obligation in respect to such insurance or losses. All property kept or stored on the Leased Premises by Tenant or with Tenant’s permission shall be so done at Tenant’s sole risk and Tenant shall indemnify Landlord against and hold it harmless from any claims arising out of loss or damage to same.

(c) Tenant shall not permit the Leased Premises to be used for any purpose which would render the insurance thereon void or cause cancellation thereof or increase the insurance risk or increase the insurance premiums in effect just prior to the Rental Term Commencement Date of this Lease. Tenant agrees to pay as Additional Rent the total amount of any increase in the insurance premium of Landlord over that in effect prior to the Rental Term Commencement Date of this Lease resulting from Tenant’s use of the Leased Premises. If Tenant installs any electrical or other equipment which overloads the lines in the Leased Premises, Tenant shall at its own expense make whatever changes are necessary to comply with the requirements of Landlord’s insurance.

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(d) Tenant shall be responsible for all glass breakage in and about the Leased Premises, unless caused by Landlord, its employees or agents, and agrees to immediately replace all glass broken or damaged during the Rental Term, and any Rental Term extension or renewal thereof, with glass of the same quality as that broken or damaged. Landlord may replace, at Tenant’s expense, any broken or damaged glass if not replaced by Tenant within five (5) days after such damage.

SECTION 11.03. WAIVER OF SUBROGATION. Each party hereto does hereby release and discharge the other party hereto and any officer, agent, employee or representative of such party, of and from any liability whatsoever hereafter arising from loss, damage or injury caused by fire or other casualty for which insurance (permitting waiver of liability and containing a waiver of subrogation) is carried by the injured party at the time of such loss, damage or injury to the extent of any recovery by the injured party under such insurance.

SECTION 11.04. INDEMNIFICATION.

(a) Subject to the terms and conditions set forth in Section 11.03, Tenant shall indemnify Landlord and save it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury and/or damage to property arising from or out of any occurrence in, upon or at the Leased Premises or from the occupancy or use by Tenant of the Leased Premises or any part thereof, or occasioned wholly or in part by any act or omission of Tenant, its agents, contractors, employees, servants, sublessees, concessionaires or business invitees to extent not covered by insurance required by Article XI. In case Landlord is, without fault on its part, made a party to any litigation commenced by or against Tenant, then Tenant shall protect and hold Landlord harmless and shall pay all costs, expenses and reasonable attorneys’ fees incurred or paid by Landlord in defending itself or enforcing the covenants and agreements of this Lease.

(b) Subject to the terms and conditions set forth in Section 11.03, to the extent not covered by the insurance required to be maintained by Tenant, or that would not have been covered by insurance had Tenant maintained such insurance, Landlord agrees to indemnify and save harmless Tenant in regard to third parties for damages occurring on the Common Area proximately caused by the wrongful acts or negligence of Landlord, its contractors, agents or employees in scope of their employment, including costs of defense and reasonable attorneys’ fees incurred in such defense. In case Tenant is, without fault on its part, made a party to litigation against Landlord as a result of such acts or negligence which Tenant’s insurer is not required to defend, then Landlord shall indemnify Tenant against costs of such defense including reasonable attorneys’ fees.

ARTICLE XII. UTILITY CHARGES

SECTION 12.01. OBLIGATION OF LANDLORD. Unless otherwise agreed in writing by the parties, during the Rental Term of this Lease Landlord shall cause to be furnished to the Leased Premises during Standard Operating Hours as set forth in Section 1.01(Q), except Holidays, the following utilities and services:

(a) Electricity, water, gas and sewer service.

(b) Telephone connection, but not including telephone stations and equipment (it being expressly understood and agreed that Tenant shall be responsible for the ordering and installation of telephone lines and equipment which pertain to the Leased Premises).

(c) Heat and air-conditioning to such extent and to such levels as, in Landlord’s judgment, is reasonably required for the comfortable use and occupancy of the Leased Premises subject however to any limitations imposed by University Research Park or any government agency. The parties agree and understand that the above heat and air-conditioning shall be provided during Standard Operating Hours.

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(d) Snow removal and parking lot sweeping services for the parking areas owned by Landlord.

(e) Elevator service.

SECTION 12.02. OBLIGATIONS OF TENANT. Tenant shall arrange for and shall pay the entire cost and expense of all telephone and data installation, equipment and monthly use charges, electric light bulbs (but not fluorescent bulbs used in fixtures originally installed in the Leased Premises) and all other materials and services not expressly required to be provided and paid for pursuant to the provisions of Section 12.01. Tenant covenants to use good faith efforts to reasonably conserve utilities by turning off lights and equipment when not in use and taking such other reasonable actions in accordance with sound standards for energy conservation. Landlord reserves the right to separately meter or otherwise monitor any utility usage and to separately charge Tenant for its own utilities, in which case an equitable adjustment shall be made to Base Monthly Rent. Additional limitations of Tenant are as follows:

(a) Tenant shall not, without the written consent of Landlord, which consent shall not be unreasonably withheld, use any apparatus or device on the Leased Premises using current in excess of 208 volts) which shall in any way or to any extent increase the amount of electricity or water usually furnished or supplied for use on the Leased Premises for the Permitted Use designated in Section 1.01(F), nor connect with electrical current, except through existing electrical outlets in the Leased Premises, or water pipes, any apparatus or device, for the purposes of using electric current or water.

(b) If Tenant shall require water or electric current in excess of that usually furnished or supplied for use of the Leased Premises, or for purposes other than those designated in Section 1.01(F), Tenant shall first procure the written consent of Landlord for the use thereof, which consent Landlord may refuse and/or Landlord may cause a water meter or electric current meter to be installed in the Leased Premises, so as to measure the amount of water and/or electric current consumed for any such use. The cost of such meters and of installation maintenance, and repair thereof shall be paid for by Tenant and Tenant agrees to pay Landlord promptly upon demand by Landlord for all such water and electric current consumed as shown by such meters, at the rates charged for such service by the city in which the Building is located or the local public utility, as the case may be, furnishing the same, plus any additional expense incurred in keeping account of the water and electric current so consumed; and

(c) If and where heat generating devices are used in the Leased Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install additional or supplementary air conditioning units for the Leased Premises, and the entire cost of installing, operating, maintaining and repairing the same shall be paid by Tenant to Landlord promptly after demand by Landlord.

SECTION 12.03. Intentionally Omitted.

SECTION 12.04. LIMITATIONS ON LANDLORD’S LIABILITY. Landlord shall not be liable for and Tenant shall not be entitled to terminate this Lease or to effectuate any abatement or reduction of Base Monthly Rent by reason of Landlord’s failure to provide or furnish any of the foregoing utilities or services if such failure was reasonably beyond the control of Landlord. In no event shall Landlord be liable for loss or injury to persons or property, however, arising or occurring in connection with or attributable to any failure to furnish such utilities or services even if within the control of Landlord.

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ARTICLE XIII. ESTOPPEL AND OFF-SET STATEMENT, ATTORNMENT AND SUBORDINATION

SECTION 13.01. ESTOPPEL AND OFF-SET STATEMENT. Tenant agrees, within ten (10) days after request therefor by Landlord, to execute in recordable form and deliver to Landlord a statement in writing, certifying:

(a) that this Lease is unmodified and in full force and effect, or if there have been modifications, stating the modifications,

(b) the Rental Term Commencement Date of this Lease,

(d) the amount of rent, if any, paid in advance, and

(e) that there are no uncured defaults by Landlord or stating those claimed by Tenant.

Tenant’s failure to execute and deliver such statement within the ten (10) day period shall be an event of default which is subject to the remedies set forth in Section 13.05 herein and further deemed to make conclusive and binding upon Tenant the statements contained therein as true and correct without exception. Unless Tenant shall have notified Landlord in writing within the ten (10) day period of any qualifications Tenant may have to the aforesaid statements, then anyone participating with Landlord in the sale or mortgage shall have the right to rely on the accuracy of such statement.

SECTION 13.02. ATTORNMENT. In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Leased Premises, or in the event Landlord conveys in a sale all of its rights and duties in and to this Lease and the Leased Premises, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease.

SECTION 13.03. SUBORDINATION. Tenant agrees that this Lease shall, at the request of Landlord, be subordinate to any first mortgages or deeds of trust that may hereafter be placed upon the Leased Premises and to any and all advances to be made thereunder, and to the interest thereon, and any Rental Term renewals, replacements and extensions thereof, provided the mortgagees or trustees named in such mortgages or deeds of trust shall agree to recognize this Lease in the event of foreclosure, if Tenant is not in default.

SECTION 13.04. MORTGAGEE SUBORDINATION. Tenant hereby agrees that this Lease shall, if at any time requested by Landlord or any lender in respect to Landlord’s financing of the Building or the Property in which the Leased Premises is located or any portion hereof, be made superior to any mortgage or deed of trust that may have preceded this Lease.

SECTION 13.05. REMEDIES. Failure of Tenant to execute and deliver any of the above instruments within fifteen (15) days after written request to do so by Landlord shall constitute a breach of this Lease entitling Landlord, at its option, to cancel this Lease and terminate Tenant’s interest therein.

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ARTICLE XIV. ASSIGNING, MORTGAGING, SUBLETTING,

CHANGE IN OWNERSHIP BY TENANT

SECTION 14.01. CONSENT REQUIRED. Tenant shall not assign this Lease, in whole or in part, nor sublet all or any part of the Leased Premises, or any part thereof, nor mortgage nor encumber this Lease or any part of the Leased Premises, nor enter into licenses or concession agreements or in other manner permit the occupation of or sharing of possession of any part of the Leased Premises, or any assignment of this Lease or any estate or interest therein (all of the foregoing being hereafter referred to as an “ Assignment ”) without first obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld. The consent of Landlord shall not relieve Tenant or any Guarantor of this Lease from continuing liability for all obligations under this Lease. Any Assignment by operation of law or if Tenant is a corporation, unincorporated association or partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association or partnership in the aggregate in excess of fifty percent (50%) shall be deemed an Assignment within the meaning of this Section 14.01. However, any Assignment to a parent corporation, or to a successor corporation acquiring substantially all the assets of Tenant, and intending to operate Tenant’s business under the same trade name, shall be deemed reasonable. An Assignment consummated in violation of the provisions of this Article XIV shall be null and void and of no force or effect.

SECTION 14.02. OPTION TO TERMINATE. In the event Tenant desires to make any such Assignment, Tenant shall serve written notice upon Landlord; and Landlord shall have sixty (60) days after written notice to elect whether to approve such Assignment, reject such Assignment or to terminate this Lease. Should Landlord elect to terminate, Landlord shall so notify Tenant in writing and Tenant shall have fifteen (15) days either to rescind the request, or this Lease shall be deemed terminated effective at the end of the calendar month when Landlord so elects to terminate. Tenant’s notice shall be accompanied by a copy of a bona fide offer from a potential “ Assignee ” specifying the terms of any offer from such Assignee. If Landlord so elects to terminate, Landlord shall pay to Tenant a sum not exceeding the lower of any bona fide offer from a potential Assignee, or remaining book value of Tenant’s improvements to the real estate.

SECTION 14.03. CONDITIONS OF CONSENT.

(a) Should consent be granted, such consent shall be subject to Tenant causing the Assignee to execute an agreement directly with Landlord undertaking to be bound by all the terms, covenants and conditions contained in this Lease as though Assignee had originally executed this Lease as Tenant.

(b) Tenant shall pay to Landlord any and all consideration received by Tenant for such Assignment to the extent such consideration exceeds the remaining book value of Tenant’s leasehold improvements paid for by Tenant, whether paid in lump sum or in rent exceeding Base Monthly Rent required under this Lease.

(c) At no time when Tenant is in default in the performance of any covenant of this Lease or in payment of rent or any other matured sums payable hereunder shall any Assignment be approved or permitted, nor shall the notice provision of Section 14.02 limit the right to declare default and pursue other remedies provided for in this Lease or under the laws of the State of Utah.

SECTION 14.04. STANDARDS OF REASONABLENESS IN WITHHOLDING CONSENT. In determining whether to grant consent, Landlord may consider any statutory or common law tests including, but not limited to, the following tests, each of which if applicable in Landlord’s sole business judgment, shall be deemed a reasonable ground for rejection:

(a)

Any Assignment disapproved by Landlord’s lender;

(b)

Any Assignment resulting in a change of Permitted Use from that specified in Section 1.01(F);

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(c) Any Assignment to an Assignee who lacks good reputation, successful business experience in Tenant’s type of business and substantial means and financial capacity adequate to conduct such a business;

(d) Any Assignment which would breach any covenant of Landlord respecting use or exclusivity in any other lease, financing agreement or other agreement relating to the Building.

However, any Assignment to a parent corporation, or to a successor corporation acquiring substantially all the assets of Tenant, and intending to operate Tenant’s business under the same trade name, shall be deemed reasonable.

Consent by Landlord to one (1) or more Assignments shall not constitute a waiver or consent to any subsequent Assignment nor exhaust Landlord’s rights under this Article XIV; nor shall acceptance of Base Monthly Rent, Additional Rent or any other payment from Assignee be deemed a waiver or consent by Landlord or an acceptance of such Assignment. Any Assignment without such Landlord’s consent shall be void and of no force and effect and shall confer no estate or benefit on anyone, nor shall Landlord be required to terminate this Lease in order to invalidate such Assignment.

SECTION 14.05. DOCUMENTATION OF ASSIGNMENT. Whether the documentation of any such Assignment shall be prepared by Tenant or by Landlord or its attorneys, all costs and reasonable attorneys’ fees related to considering such Assignment shall be paid by Tenant, which fees payable to Landlord shall in no case be greater than One Thousand Dollars ($1,000.00) per Assignment considered, payable by Tenant upon demand as Additional Rent.

SECTION 14.06. CONTINUING LIABILITY OF TENANT AND GUARANTOR. Neither the consent of Landlord nor any otherwise permitted Assignment or subletting shall relieve Tenant or any Guarantor from continuing liability under this Lease, including liability for Base Monthly Rent as provided in Section 1.01(L) and 1.01(M) and any Additional Rent for which Tenant and any Guarantor shall each remain obligated.

ARTICLE XV. WASTE OR NUISANCE

SECTION 15.01. WASTE OR NUISANCE. Tenant shall not commit or suffer to be committed any waste upon the Leased Premises, or any nuisance or other act or thing which may disturb the quiet enjoyment of any other tenant in the Building in which the Leased Premises may be located, or elsewhere within the Building.

ARTICLE XVI. NOTICES

SECTION 16.01. NOTICES. Except as provided in Section 19.01, any notice, demand, request or other instrument which may be or is required to be given under this Lease shall be personally delivered or mailed by United States certified mail, return receipt requested, postage prepaid, or via a nationally recognized overnight courier or expedited mail service, and shall be addressed (a) if to Landlord at the address set forth in Section 1.01(C) or at such other address as Landlord may designate by written notice and (b) if to Tenant at the address set forth in Section 1.01(E) or at such other address as Tenant shall designate by written notice. Notice shall be effective on delivery unless delivery is refused or cannot be made, in which event notice shall be effective on mailing.

Notwithstanding the foregoing, any notices Landlord is required or authorized to deliver to Tenant in order to advise Tenant of alleged violations of Tenant’s covenants relating to advertising, signs, parking of automobiles, hours of operation, failure of Tenant to properly maintain or repair the Leased Premises, all as provided in, but not limited to, Articles VII, IX and X and Sections 8.01, 15.01 and 16.02, must be in writing but may be served upon Tenant by delivering a copy of such notice to Tenant as above specified and delivering a copy of such notice to one (1) of Tenant’s managing employees at the Leased Premises

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ARTICLE XVII. DESTRUCTION OF THE LEASED PREMISES

SECTION 17.01. DESTRUCTION.

(a) If the Leased Premises is partially or totally destroyed by fire or other casualty insurable under standard fire insurance policies with extended coverage endorsement so as to become partially or totally untenantable, the same shall be repaired or rebuilt as speedily as practical under the circumstances at the expense of Landlord, unless Landlord elects not to repair or rebuild as provided in subsection (b) of this Section 17.01. During the period required for restoration, a just and proportionate part of Base Monthly Rent, Additional Rent and other charges payable by Tenant hereunder shall be abated until the Leased Premises is repaired or rebuilt.

(b) If the Leased Premises is (i) rendered totally untenantable by reason of an occurrence described in subsection (a) of this Section 17.01, or (ii) damaged or destroyed as a result of a risk which is not insured under Landlord’s fire insurance policies, or (iii) at least twenty percent (20%) damaged or destroyed during the last two (2) years of the Rental Term, or (iv) if the Building is damaged in whole or in part (whether or not the Leased Premises is damaged), to such an extent that Tenant cannot practically use the Leased Premises for its intended purpose, then and in any such events Landlord may at its option terminate this Lease by notice in writing to Tenant within sixty (60) days after the date of such occurrence. Unless Landlord gives such notice, this Lease shall remain in full force and effect and Landlord shall repair such damage at its expense as expeditiously as possible under the circumstances.

(c) If Landlord should elect or be obligated, pursuant to subsection (a) of this Section 17.01, to repair or rebuild because of any damage or destruction, Landlord’s obligation shall be limited to the original Building and any other work or improvements which may have been originally performed or installed at Landlord’s expense. If the cost of performing Landlord’s obligation exceeds the actual proceeds of insurance paid or payable to Landlord on account of such casualty, Landlord may terminate this Lease unless Tenant, within fifteen (15) days after demand therefor, deposits with Landlord a sum of money sufficient to pay the difference between the cost of repair and the proceeds of the insurance available for such purpose. Tenant shall replace all work and improvements not originally installed or performed by Landlord at its expense.

(d) Except as stated in this Article XVII, Landlord shall not be liable for any loss or damage sustained by Tenant by reason of casualties mentioned hereinabove or any other accidental casualty.

ARTICLE XVIII. CONDEMNATION

SECTION 18.01. CONDEMNATION. As used in this Section 18.01, the term “ Condemnation Proceeding(s) ” means any action or proceeding in which any interest in the Leased Premises or the Building is taken for any public or quasi-public purpose by any lawful authority through exercise of the power of eminent domain or right of condemnation or by purchase or otherwise in lieu thereof. If the whole of the Leased Premises is taken through Condemnation Proceedings, this Lease shall automatically terminate as of the date possession is taken by the condemning authority. If in excess of twenty-five percent (25%) of the Leased Premises is taken, either party hereto shall have the option to terminate this Lease by giving the other written notice of such election at any time within thirty (30) days after the date of taking. If less than twenty-five percent (25%) of the space is taken and Landlord determines, in Landlord’s sole discretion, that a reasonable amount of reconstruction thereof shall not result in the Leased Premises or the Building becoming a practical improvement reasonably suitable for use for the purpose for which it is designed, then Landlord may elect to terminate this Lease by giving thirty (30) days written notice as provided hereinabove. In all other cases, or if neither party exercises its option to terminate, this Lease shall remain in effect and the rent payable hereunder from and after the date of taking shall be proportionately reduced in proportion to the ratio of: (i) the area contained in the Leased Premises which is capable of occupancy after the taking; to (ii) the total area contained in the Leased Premises which was capable of occupancy prior to the taking. In the event of any termination or rental reduction provided for in this Section 18.01, there shall be a proration of the rent payable under this Lease and Landlord shall refund any excess theretofore paid by Tenant. Whether or not this Lease is terminated as a consequence of Condemnation Proceedings, all damages or compensation awarded for a partial or total taking, including any sums compensating Tenant for diminution in the value of or deprivation of its leasehold estate, shall be the sole and exclusive property of Landlord, except that Tenant shall be entitled to any awards intended to compensate Tenant for expenses of locating and moving Tenant’s operations to a new space.

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ARTICLE XIX. DEFAULT OF TENANT

SECTION 19.01. DEFAULT - RIGHT TO RE-ENTER. In the event of any failure of Tenant to pay any Base Monthly Rent and Additional Rent due hereunder, within ten (10) days after written notice that the same is past due, shall have been mailed to Tenant by registered mail to Tenant’s address as listed in Section 1.01(E) or to such address as Tenant has specified in writing, or any failure by Tenant to perform any other of the terms, conditions or covenants required of Tenant by this Lease within thirty (30) days after written notice of such default shall have been mailed to Tenant by registered mail to Tenant’s address as listed in Section 1.01(E) or to such address as Tenant has specified in writing, or if Tenant shall abandon the Leased Premises, or permit this Lease to be taken under any writ of execution, then Landlord, besides other rights or remedies it may have, shall have the right to declare this Lease terminated and the Rental Term ended and shall have the immediate right of re-entry and may remove all persons and property from the Leased Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, without evidence of notice or resort to legal process and without being deemed guilty of trespass, or becoming liable for any loss or damage which may be occasioned thereby. Tenant hereby waives all compensation for the forfeiture of the Rental Term or its loss of possession of the Leased Premises in the event of the forfeiture of this Lease as provided for above. Any notice that Landlord may desire or is required to give Tenant with reference to the foregoing provision may, in lieu of mailing, at the option of Landlord, be conspicuously posted for ten (10) consecutive days at the main entrance to or in front of the Leased Premises, and such notice shall constitute a good, sufficient, and lawful notice for the purpose of declaring a forfeiture of this Lease and for terminating all of the rights of Tenant hereunder.

SECTION 19.02. DEFAULT - RIGHT TO RE-LET. Should Landlord elect to re-enter, as provided herein, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this Lease or it may from time to time, without terminating this Lease, make such alterations and repairs as may be necessary in order to re-let the Leased Premises, and may re-let the Leased Premises, or any part thereof, for such term or terms (which may be for a term extending beyond the Rental Term of this Lease) and at such rent or rental income and upon such other terms and conditions as Landlord in its sole discretion may deem advisable. Upon each re-letting, all rental income received by Landlord from such re-letting shall be applied, first, to the payment of any indebtedness other than rents due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such re-letting, including brokerage fees and attorneys’ fees and costs of such alterations and repairs; third, to the payment of rents due and unpaid hereunder; and fourth, the residue, if any, shall be held by Landlord and applied in payment of future rent as the same may become due and payable hereunder. If such rental income received from such re-letting during any month is less than those payable during that month by Tenant hereunder, Tenant shall pay any such deficiency immediately to Landlord. Such deficiency shall be calculated and paid monthly. No such re-entry or taking possession of the Leased Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such re-letting without termination, Landlord may at any time thereafter elect to terminate this Lease for such previous breach. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Leased Premises, reasonable attorneys’ fees, and including the worth at the time of such termination of the excess, if any, of the amount of rents and other charges equivalent to rents reserved in this Lease for the remainder of the stated Rental Term over the then reasonable rental value of the Leased Premises for the remainder of the Rental Term, all of which amounts shall be immediately due and payable from Tenant to Landlord.

SECTION 19.03. LEGAL EXPENSES. In case of default by either party in the performance and obligations under this Lease, the non-prevailing party shall pay all costs incurred in enforcing this Lease, or any right arising out of the breach thereof, whether by suit or otherwise, including reasonable attorneys’ fees.

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ARTICLE XX. BANKRUPTCY, INSOLVENCY OR RECEIVERSHIP

SECTION 20.01. RIGHT OF TERMINATION. It is intended that neither this Lease, nor any interest therein nor any estate thereby created, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. The parties acknowledge that the Permitted Use covenant described in Section 1.01(F) and in Section 7.01 was a motivating consideration in Landlord’s approval of this Lease. Accordingly, should any of the following events occur, Landlord may terminate this Lease and any interest of Tenant therein, effective upon commencement of the event:

(a) If proceedings are instituted whereby all, or substantially all, of Tenant’s assets are placed in the hands of a receiver, conservator, trustee or assignee for the benefit of Tenant’s creditors, and such proceedings are not dismissed within thirty (30) days;

(b) If any creditor of Tenant institutes judicial or administrative process to execute on, attach or otherwise seize any of Tenant’s merchandise, fixtures or personal property located on the Leased Premises and Tenant fails to discharge, set aside, exonerate by posting a bond, or otherwise obtain a release of such property within thirty (30) days;

(c) If Tenant becomes a debtor in any case filed under the Bankruptcy Code (as defined in Section 20.02) or similar law providing relief to bankrupt or insolvent debtors;

(d) If any of the foregoing events occurs with respect to any Guarantor of this Lease.

In addition, within ten (10) days after Landlord’s request therefor, Tenant or Guarantor of this Lease shall provide Landlord and Landlord’s mortgagee or proposed mortgagee, as Landlord shall specify, such financial, legal and business information concerning any of the events described in this Section 20.01 as Landlord shall request.

SECTION 20.02. BANKRUPTCY. If Landlord shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of the United States Code relating to Bankruptcy (“ Bankruptcy Code ”), then Tenant as a debtor-in-possession or any trustee for Tenant agrees promptly, within no more than fifteen (15) days upon request by Landlord to the “ Bankruptcy Court ”, to assume or reject this Lease and Tenant on behalf of itself, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Landlord with such Bankruptcy Court. In such event, Tenant or any trustee for Tenant may only assume this Lease if (a) it cures or provides adequate assurance that the trustees shall promptly cure any default hereunder, (b) compensates or provides adequate assurance that Tenant shall promptly compensate Landlord for any actual pecuniary loss to Landlord resulting from Tenant’s defaults, and (c) provides adequate assurance of performance during the fully stated Rental Term hereof of all the terms, covenants, and provisions of this Lease to be performed by Tenant. In no event after the assumption of this Lease shall any then-existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease, as set forth hereinabove, shall include, without limitation, adequate assurance (1) of the source of rent reserved hereunder, (2) that the assumption of this Lease shall not breach any provision hereunder, and (3) that business operated shall comply with the Permitted Use covenants set forth in Sections 1.01(F) and 7.01. In the event of a filing of a petition under the Bankruptcy Code, Landlord shall have no obligation to provide Tenant with any services or utilities as herein required, unless Tenant shall have paid and be current in all payments of utilities or other charges therefor. Tenant shall pay all of Landlord’s costs incurred as a result of Tenant’s insolvency and/or bankruptcy proceedings including, but not limited to, reasonable attorneys’ fees incurred as a result of Landlord’s participation in and/or monitoring of Tenant’s insolvency proceeding.

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ARTICLE XXI. LANDLORD ACCESS

SECTION 21.01. LANDLORD ACCESS. Landlord or Landlord’s agent shall have the right to enter the Leased Premises at all reasonable times to examine the same, or to show the Leased Premises to prospective purchasers or lessees of the Building, or to make all reasonable repairs, alterations, improvements or additions as Landlord may deem necessary or desirable, and Landlord shall be allowed to take all material into and upon the Leased Premises that may be required therefor without the same constituting an eviction of Tenant in whole or in part, and the rents reserved shall in no wise abate while such repairs, alterations, improvements, or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. During the ninety (90) days prior to the expiration of the Rental Term, or any Rental Term extension or renewal thereof, Landlord may exhibit the Leased Premises to prospective tenants and place upon the Leased Premises the usual notices “To Let” or “For Rent” which notices Tenant shall permit to remain thereon without molestation.

ARTICLE XXII. TENANT’S PROPERTY AND LANDLORD’S LIEN

SECTION 22.01. TAXES ON LEASEHOLD. Tenant shall be responsible for and shall pay before delinquency all municipal, county and state taxes assessed during the Rental Term of this Lease against any leasehold interest, improvements, trade fixtures or personal property of any kind, owned by or placed in, upon or about the Leased Premises by Tenant, and taxes, levies or fees assessed on the basis of Tenant’s occupancy thereof, including, but not limited to, taxes measured by rents due from Tenant hereunder.

SECTION 22.02. LOSS AND DAMAGE. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying adjoining spaces or any part of the spaces adjacent to or connected with the Leased Premises hereby or any part of the Building of which the Leased Premises is a part, or for any loss or damage resulting to Tenant or its property from bursting, stoppage or leaking of water, gas, sewer or steam pipes or for any damage or loss of property within the Leased Premises from any cause whatsoever.

SECTION 22.03. NOTICE BY TENANT. Tenant shall give immediate telephone or electronic mail notice to Landlord in case of fire, casualty or accidents in the Leased Premises or in the Building of which the Leased Premises is a part or of defects therein or in any fixtures or equipment, and Tenant shall promptly thereafter confirm such notice in writing.

SECTION 22.04. LANDLORD’S LIEN. Tenant hereby grants to Landlord a lien upon the improvements, trade fixtures and furnishings of Tenant to secure full and faithful performance of all of the terms of this Lease.

SECTION 22.05. LANDLORD’S SUBORDINATION. Provided that Tenant is not in default hereunder, Landlord agrees to subordinate its lien on Tenant’s personal property to that of any bona fide third party lender providing financing which directly benefits Tenant = s operations in the Leased Premises. However, Landlord shall refuse and shall otherwise not be required to subordinate its lien or priority as to Tenant's equipment, trade fixtures or personal property, and Landlord shall be entitled to refuse subordination if loans are not directly related to the Leased Premises.

ARTICLE XXIII. HOLDING OVER

SECTION 23.01. HOLDING OVER. Any holding over after the expiration of the Rental Term, or any Rental Term extension thereof, without Landlord’s approval, shall be construed to be a tenancy-at-will and all provisions of this Lease shall be and remain in effect except that Base Monthly Rent shall be double the amount of Base Monthly Rent (including any adjustments as provided herein) payable for the last full calendar month of the Rental Term, including any Rental Term extension or renewal thereof, or tenancy on a month-to-month basis.

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SECTION 23.02. SUCCESSORS. All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors and assigns of such parties; and if there shall be more than one (1) tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee of Tenant unless the assignment to such assignee has been approved by Landlord in writing.

ARTICLE XXIV. RULES AND REGULATIONS

SECTION 24.01. RULES AND REGULATIONS. Tenant agrees to comply with and observe all rules and regulations as established by Landlord and which are now, or which may be hereafter, prescribed by Landlord from time to time, provided, in Landlord’s sole discretion, and posted in or about the Leased Premises or otherwise brought to the notice of Tenant, both with regard to the Building as a whole and to the Leased Premises, including Common Areas and Common Facilities. Tenant’s failure to keep and observe such rules and regulations shall constitute a breach of the terms of this Lease in the manner as if such rules and regulations were contained herein as covenants.

ARTICLE XXV. QUIET ENJOYMENT

SECTION 25.01. QUIET ENJOYMENT. Upon payment by Tenant of the rents herein provided, and upon the observance and performance of all the covenants, terms and conditions on Tenant’s part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Leased Premises for the Rental Term, or any Rental Term extensions or renewals thereof, without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease and actions resulting from future eminent domain proceedings and casualty losses.

ARTICLE XXVI. SECURITY DEPOSIT

SECTION 26.01. SECURITY DEPOSIT. Landlord herewith acknowledges receipt of the Security Deposit in the amount set forth in Section 1.01(S) which is to be retained as security for the faithful performance of all the covenants, conditions and agreements of this Lease, but in no event shall Landlord be obliged to apply the same upon rents or other charges in arrears or upon damages for Tenant’s failure to perform such covenants, conditions and agreements; Landlord may so apply the Security Deposit, at its option; and Landlord’s right to the possession of the Leased Premises for non-payment of rents or for other reasons shall not in any event be affected by reason of the fact that Landlord holds the Security Deposit. Such sum, if not applied toward the payment of rents in arrears or toward the payment of damages suffered by Landlord by reason of Tenant’s breach of the covenants, conditions and agreements of this Lease, is to be returned to Tenant without interest when this Lease is terminated or expired, according to these terms, and in no event is the Security Deposit to be returned until Tenant has vacated the Leased Premises and delivered possession to Landlord.

In the event that Landlord repossesses the Leased Premises because of Tenant’s default or because of Tenant’s failure to carry out the covenants, conditions and agreements of this Lease, Landlord may apply the Security Deposit toward damages as may be suffered or shall accrue thereafter by reason of Tenant’s default or breach. In the event of bankruptcy or other debtor-creditor proceedings against Tenant as set forth in Article XX, the Security Deposit shall be deemed to be applied first to the payment of Base Monthly Rent, Additional Rent and other charges due to Landlord for the earliest possible periods prior to the filing of such proceedings. Landlord shall not be obliged to keep the Security Deposit as a separate fund, but may mix the same with its own funds.

SECTION 26.02. TRANSFER OF LANDLORD’S INTEREST IN THE SECURITY DEPOSIT. Landlord may deliver the Security Deposit to the purchaser or assignee of Landlord’s interest in the Leased Premises and thereupon Landlord shall be discharged from any further liability with respect to the Security Deposit. This Section 26.02 shall also apply to any subsequent transfers of Landlord’s interest in the Leased Premises.

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ARTICLE XXVII. MISCELLANEOUS PROVISIONS

SECTION 27.01. WAIVER. One (1) or more waivers of any covenant or condition by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant or condition and the consent or approval to or of any subsequent or similar act by Tenant. The subsequent acceptance of rents hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular rents so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rents. No breach of a covenant or condition of this Lease shall be deemed to have been waived by Landlord, unless such waiver is in writing signed by Landlord.

SECTION 27.02. ENTIRE LEASE AGREEMENT. This Lease and the exhibits, if any, constitutes the entire Lease and understanding between the parties hereto and supersedes all prior discussions, understandings and agreements. This Lease may not be altered or amended except by a subsequent written agreement executed by all parties.

SECTION 27.03. INTERPRETATION, USE OF PRONOUNS. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties hereto, it being understood and agreed that neither the method of computation of rent, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of Landlord and Tenant. Whenever herein the singular number is used, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders.

The laws of the state where the Building is situated shall govern the validity, performance and enforcement of this Lease. Although the printed provisions of this Lease were drawn by Landlord, this Lease shall not be construed either for or against Landlord or Tenant, but this Lease shall be interpreted in accordance with the general tenor of the language in an effort to reach an equitable result.

The parties agree that any deletion of language from this Lease prior to mutual execution by Landlord and Tenant shall not be construed to have any particular meaning or to raise any presumption or implication, including without limitation, any implication that the parties intended thereby to state the converse or opposite of the deleted language. It is the intention of the parties hereto that, if any provision of this Lease is capable of two (2) constructions, one (1) of which would render the provision void and one (1) of which would render the provision valid, then the provision shall have the meaning which renders it valid.

SECTION 27.04. FORCE MAJEURE. In the event that either party hereto shall be delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials, failure of power, restrictive governmental laws or regulations, riots, insurrection, war or other reason of a like nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the delay and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. The provisions of this Section 27.04 shall not operate to excuse Tenant from prompt payment of Base Monthly Rent, Additional Rent or any other payments required by the terms of this Lease.

SECTION 27.05. LOSS AND DAMAGE. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying all or any part of the Leased Premises adjacent to or connected with the Leased Premises or any part of the Building of which the Leased Premises is a part, or for any loss or damage resulting to Tenant or its property from bursting, stoppage or leaking of water, gas sewer or steam pipes or for any damage or loss of property within the Leased Premises from any cause whatsoever.

SECTION 27.06. CAPTIONS AND SECTION NUMBERS. The captions, section numbers, article numbers and index appearing in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease.

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SECTION 27.07. BROKER’S COMMISSION. Each of the parties represents and warrants that there are no claims for brokerage commissions or finder’s fees in connection with the execution of this Lease, except as listed below, and each of the parties agrees to indemnify the other against, and hold it harmless from, all liabilities arising from any such claim (including, without limitation, the cost of reasonable attorneys’ fees in connection therewith) except as follows: Landlord has commission obligation to Woodbury Corporation. This provision in no way creates any third party beneficiary rights in any party, nor does it create any liability on the part of Tenant to pay any or all of the commission due Tenant’s broker or Landlord’s broker. Further, Landlord shall hold Tenant harmless from and against any claim by Tenant’s broker stemming from Landlord’s broker’s failure to pay Tenant’s broker its commission split.

SECTION 27.08. RECORDING. Tenant shall not record this Lease without the written consent of Landlord; however, upon the request of either party hereto, the other party shall join in the execution of a memorandum or so-called “short form” of this Lease for the purposes of recordation. Such memorandum or short form of this Lease shall describe the parties, the Leased Premises, the Rental Term and Rental Term renewals of this Lease, any special provisions, and shall incorporate this Lease by reference.

SECTION 27.09. CONSENT NOT UNREASONABLY WITHHELD. Landlord agrees that whenever under this Lease a provision is made for Tenant to secure the written consent of Landlord, such written consent shall not be unreasonably withheld, except as provided in Article XIV.

SECTION 27.10. FURNISHING OF FINANCIAL STATEMENTS. Upon Landlord’s written request, Tenant shall promptly furnish Landlord, from time to time, financial statements reflecting Tenant’s current financial condition.

SECTION 27.11. TIME OF ESSENCE. Time is of the essence in the performance of all covenants and conditions in this Lease for which time is a factor.

SECTION 27.12. ACCORD AND SATISFACTION. No payment by Tenant or receipt by Landlord of a lesser amount than the amount owing hereunder shall be deemed to be other than on account of the earliest stipulated amount receivable from Tenant, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or receivable or pursue any other remedy available under this Lease or the law of the state wherein the Leased Premises is located.

SECTION 27.13. NO OPTION. The submission of this Lease for examination does not constitute a reservation of, or option for, the Leased Premises. This Lease becomes effective as a lease only upon full execution and delivery thereof by Landlord and Tenant.

SECTION 27.14. ANTI-DISCRIMINATION. Tenant herein covenants by and for itself, its heirs, executors, administrators and assigns and all persons claiming under or through it, and this Lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons on account of race, sex, marital status, color, creed, national origin or ancestry, in the leasing, subleasing, assigning, use, occupancy, tenure or enjoyment of the Leased Premises, nor shall Tenant itself, or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, or subtenants in the Leased Premises.

SECTION 27.15. SEVERABILITY. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term, covenant or condition of this Lease shall be valid and be enforced to the fullest extent permitted by law.

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SECTION 27.16. SURVIVAL OF OBLIGATIONS. The provisions of this Lease, with respect to any obligation of Tenant to pay any sum owing in order to perform any act after the expiration or early termination of this Lease, shall survive the expiration or early termination of this Lease.

SECTION 27.17. REPRESENTATION REGARDING AUTHORITY. The person(s) executing this Lease represent and warrant that they are duly authorized to execute this Lease in their individual or representative capacity as indicated.

SECTION 27.18. TENANT’S LIABILITY. In the event there is more than one (1) Tenant hereunder, the liability of each shall be joint and several.

SECTION 27.19. LANDLORD’S LIABILITY. Landlord’s liability hereunder shall be limited solely to Landlord’s interest in the Building.

SECTION 27.20. COUNTERCLAIM AND JURY TRIAL. In the event that Landlord commences any summary proceedings or action for non-payment of rents or other charges provided for in this Lease, Tenant shall not interpose any non-compulsory counterclaim of any nature or description in any such proceeding or action. Tenant and Landlord both waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, under or relating to this Lease, or any of its provisions. Notwithstanding the foregoing, this provision shall not prohibit Tenant from bringing any claim it may have against Landlord in a separate and distinct proceeding.

SECTION 27.21. TRANSFER OF LANDLORD’S INTEREST IN THE LEASED PREMISES. In the event of any transfer or transfers of Landlord’s interest in the Leased Premises, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after the date of such transfer, provided the transferee assumes such obligations and liabilities.

SECTION 27.22. TENANT SELECTION BY LANDLORD. Landlord reserves the absolute right to effect such other tenancies in the Building as Landlord, in the exercise of its sole business judgment, shall determine to best promote the interests of the Building. Tenant does not rely on the fact, nor does Landlord represent, that any specific tenant or number of tenants shall, during the Rental Term of this Lease, occupy any space in the Building.

SECTION 27.23. DISCLOSURE OF PARTIES. Landlord is a limited liability company, one (1) or more Managers of which is a licensed real estate broker or agent.

SECTION 27.24. EXECUTIVE ORDER CERTIFICATION. For purposes of compliance with Executive Order 13224 and related regulations, Landlord and Tenant each represent and warrant that:

(i) it is not acting, directly or indirectly, for or on behalf of any person, group, entity, or nation named by any Executive Order, the United States Department of Justice, or the United States Treasury department as a terrorist, “Specially Designated National or Blocked Person,” or other banned or blocked person, entity, nation, or transaction (“ SDN ”) pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control (“ OFAC ”);

(ii) it is not engaged in this transaction, directly or indirectly on behalf of, any such person, group, entity or nation; and

(iii) it is not in violation of Presidential Executive order 13224, the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act or an regulations promulgated pursuant thereto.

Landlord agrees to defend, indemnify, and hold harmless Tenant from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification. Should Landlord, during the Rental Term of this Lease, be designated an SDN, Tenant may, at its sole option, terminate this Lease.

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Tenant agrees to defend, indemnify, and hold harmless Landlord from and against any and all claims, damages, losses, risks, liabilities and expenses (including attorney’s fees and costs) arising from or related to any breach of the foregoing certification. Should Tenant, during the Rental Term of this Lease, be designated an SDN, Landlord may, at its sole option, terminate this Lease.

ADDITIONAL PROVISIONS : None.

[Signature Page(s) to Follow]

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IN WITNESS WHEREOF , Landlord and Tenant have signed and sealed this Lease as of the day and year first above written.

SIGNATURES :

LANDLORD

PARADIGM RESOURCES, L.C., a Utah limited liability company

By: WOODBURY CORPORATION, a Utah corporation, Its Manager