0001493152-18-002993 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • March 7th, 2018 • Polarityte, Inc. • Services-prepackaged software • New York

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

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TERMINATION OF STOCKHOLDERS AGREEMENT
Termination of Stockholders Agreement • March 7th, 2018 • Polarityte, Inc. • Services-prepackaged software

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

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 7th, 2018 • Polarityte, Inc. • Services-prepackaged software

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

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