Capstone Therapeutics – Securities Purchase, Loan and Security Agreement (July 17th, 2017)

SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of July 14, 2017, by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the "Company"), and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 10168 (the "Buyer").

Capstone Therapeutics – 3rd Letter Agreement (June 30th, 2017)

This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC. (the "BVF Parties").

Capstone Therapeutics – Contract (June 15th, 2017)

This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC. (the "BVF Parties").

Capstone Therapeutics – Letter Agreement (May 4th, 2017)

This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), and Biotechnology Value Fund, L.P., Biotechnology Value Fund II, L.P., Biotechnology Value Trading Fund OS, L.P., Investment 10, LLC, and MSI BVF SPV, LLC. (the "BVF Parties").

Capstone Therapeutics – Tax Benefit Preservation Plan (April 19th, 2017)

This TAX BENEFIT PRESERVATION PLAN (this "Plan"), dated as of April 18, 2017, is by and between Capstone Therapeutics Corp., a Delaware corporation (the "Company"), and Computershare Inc., a Delaware corporation, as rights agent (the "Rights Agent"). All capitalized terms used in this Plan have the meanings given thereto in Section 1.

Capstone Therapeutics – Registration Rights Agreement (August 26th, 2016)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made as of the 25th day of August, 2016, by and among LipimetiX Development, Inc., a Delaware corporation (the "Company"), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor", and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a "Common Holder" and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 3.9 hereof.

Capstone Therapeutics – Lipimetix Development, Inc. Amended and Restated Stockholders Agreement (August 26th, 2016)

ThiS AMENDED AND RESTATED Stockholders Agreement (this "Agreement") is made and entered into as of August 25, 2016 by and among LipimetiX Development, Inc., a Delaware corporation (the "Company"), Capstone Therapeutics Corp., a Delaware corporation ("CAPS"), each of the stockholders listed on the signature page hereto as the LX Stockholders (collectively, the "LX Stockholders"), The UAB Research Foundation ("UABRF"), each of the holders of Series B Preferred Stock listed on Schedule 1 hereto and any subsequent purchasers of the Series B Preferred Stock who become parties to this Agreement pursuant to the terms hereof (collectively, the "Series B Investors"), and any other subsequent stockholders of the Company who become parties to this Agreement pursuant to the terms hereof (each a "Stockholder" and, collectively, the "Stockholders"). CAPS, the LX Stockholders and UABRF are sometimes referred to herein collectively as the "Original Stockholders."

Capstone Therapeutics – Management Agreement (July 29th, 2016)

THIS MANAGEMENT AGREEMENT ("Agreement"), effective as of June 1, 2016 (the "Effective Date"), is made by and among LipimetiX Development, Inc., a Delaware corporation (the "Company"), Benu BioPharma, Inc., a Massachusetts corporation (the "Management Company"), and Dennis I. Goldberg, Ph.D., Phillip M. Friden, Ph.D, and Eric M. Morrel, Ph.D., all affiliates of the Management Company (collectively, the "Principals").

Capstone Therapeutics – ACCOUNTING SERVICES Agreement (July 29th, 2016)

THIS ACCOUNTING SERVICES AGREEMENT ("Agreement"), effective as of June 1, 2016 (the "Effective Date"), is made by and among LipimetiX Development, Inc., a Delaware corporation (the "Company") and Capstone Therapeutics Corp., a Delaware corporation ("Capstone").

Capstone Therapeutics – Exhibit a Convertible Promissory Note (December 15th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Capstone Therapeutics – Exhibit a Convertible Promissory Note (December 15th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Capstone Therapeutics – Exhibit a Convertible Promissory Note (December 15th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Capstone Therapeutics – Exhibit a Convertible Promissory Note (December 15th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Capstone Therapeutics – Exhibit a Convertible Promissory Note (December 15th, 2015)

THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.

Capstone Therapeutics – Strictly Confidential (September 16th, 2015)

This letter agreement (this "Agreement") constitutes the agreement between Capstone Therapeutics Corp. (excluding the Company's subsidiary, Lipimetix Development, Inc., the "Company") and H.C. Wainwright & Co., LLC ("Wainwright") that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering (each, an "Offering") of securities of the Company ("Securities") during the Term (as defined below) of this Agreement The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright's assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances an

Capstone Therapeutics – Accounting Services Agreement Amendment #1 (November 12th, 2013)

THE ACCOUNTING SERVICES AGREEMENT ("Agreement"), was effective as of August 3, 2012 (the "Effective Date"), and was made by and among LipimetiX Development, LLC, a Delaware limited liability company (the "Company") and Capstone Therapeutics Corp., a Delaware corporation ("Capstone"). This AMENDMENT #1 to the Agreement is effective August 23, 2013.

Capstone Therapeutics – Capstone Therapeutics Corp. Joint Venture Bonus Plan (November 8th, 2012)

Capstone Therapeutics – Second Amendment to Rights Agreement (June 8th, 2011)

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT ("Amendment"), dated as of June 6, 2011, is between CAPSTONE THERAPEUTICS CORP., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York corporation (the "Rights Agent").

Capstone Therapeutics – First Amendment to Rights Agreement (May 25th, 2010)

THIS FIRST AMENDMENT TO RIGHTS AGREEMENT ("Amendment"), dated as of May 21, 2010, is between CAPSTONE THERAPEUTICS CORP., a Delaware corporation (the "Company"), and THE BANK OF NEW YORK, a New York corporation (the "Rights Agent").

Capstone Therapeutics – Certificate of Amendment of Restated Certificate of Incorporation of Orthologic Corp. (May 25th, 2010)

In Witness Whereof, the undersigned authorized officer of OrthoLogic Corp. t/b/k/a Capstone Therapeutics Corp. has caused this Certificate of Amendment of Restated Certificate of Incorporation be signed this 21st day of May, 2010.

Capstone Therapeutics – AMENDMENT NO. 1 TO AGREEMENT (President and Chief Operating Officer) (March 5th, 2008)

On the 12th day of May, 2006, Randolph C. Steer ("Executive") and OrthoLogic Corp., a Delaware corporation (the "Company") entered into an AGREEMENT (the "Agreement"). This Amendment No.1 to the Agreement is entered into this 21st day of May, 2007, and increases annual base compensation in Section 2 (a) of the Agreement from $300,000 to $325,000 effective April 1, 2007. All other terms and conditions of the Agreement remain the same.

Capstone Therapeutics – AMENDMENT NO. 2 TO AGREEMENT (President and Chief Operating Officer) (March 5th, 2008)

This Amendment No. 1 to Agreement (this "Amendment") is entered into this 21st day of February, 2008, by and between OrthoLogic Corp., a Delaware corporation (the "Company") and Randolph C. Steer ("Executive") and amends the Agreement dated as of May 12, 2006 by and between the Company and Executive (the "Agreement").

Capstone Therapeutics – Separation Agreement and Release (November 24th, 2006)

This Separation Agreement and Release ("Agreement and Release") is made by and between James T. Ryaby, Ph.D. ("Executive") and OrthoLogic Corp., a Delaware corporation (the "Company") as of November 17, 2006. Executive and the Company mutually desire to sever their employment relationship and, notwithstanding Section 6(b) of the Employment Agreement between Executive and the Company dated June 1, 2001, as amended (the "Employment Agreement"), agree as follows:

Capstone Therapeutics – Consulting Agreement (November 24th, 2006)

This Consulting Agreement (the "Agreement") dated as of November 17, 2006 is by and between OrthoLogic Corp., a Delaware corporation (the "Company"), and James T. Ryaby, Ph.D. ("Consultant").

Capstone Therapeutics – Letter of Incentive Option Grant Orthologic Corp. 2005 Equity Incentive Plan (August 8th, 2006)

In order to provide additional incentive to certain employees and directors, OrthoLogic Corp. (the Company) adopted the OrthoLogic Corp. 2005 Equity Incentive Plan (the 2005 Plan). By means of this letter (the Letter of Grant), the Company is offering you an incentive stock option pursuant to the 2005 Plan. The Companys sale of its common shares underlying the option granted to you hereby has been or will be registered with the U.S. Securities and Exchange Commission. A copy of the prospectus, including a copy of the 2005 Plan relating to that registration, can be obtained from the Company by request.

Capstone Therapeutics – Letter of Non-Qualified Option Grant Orthologic Corp. 2005 Equity Incentive Plan (August 8th, 2006)

In order to provide additional incentive to certain employees, directors and appropriate third parties, OrthoLogic Corp. (the Company) adopted the OrthoLogic Corp. 2005 Equity Incentive Plan (the 2005 Plan). By means of this letter (the Letter of Grant), the Company is offering you a non-qualified stock option pursuant to the 2005 Plan. The Companys sale of its common shares underlying the option granted to you hereby has been or will be registered with the U.S. Securities and Exchange Commission. A copy of the prospectus, including a copy of the 2005 Plan relating to that registration, can be obtained from the Company by request.

Capstone Therapeutics – Management Services Agreement (August 8th, 2006)

THIS MANAGEMENT SERVICES AGREEMENT (the Agreement) is entered into this 12th day of May, 2006, by and between VV III Management, LLC, a Delaware limited liability company (Contractor) and OrthoLogic Corp., a Delaware corporation (the Company).

Capstone Therapeutics – ORTHOLOGIC CORP. Amendment No. 1 to Les M. Taegers Employment Agreement Dated January 16, 2006 (August 8th, 2006)

Additionally, OrthoLogic may terminate Mr. Taegers employment at any time, immediately and without cause, by giving written notice to Mr. Taeger. If OrthoLogic terminates Mr. Taeger without cause, provided Mr. Taeger first executes a Severance Agreement in the form then used by OrthoLogic, OrthoLogic shall continue to pay to Mr. Taeger his minimum base salary in effect at the time of termination for a period of one year following the date of termination, at the time and in the manner dictated by OrthoLogics standard payroll policies. Should such termination occur as a result of a change in control, OrthoLogic shall also pay Mr. Taeger a pro-rata share of his bonus at the time of termination.

Capstone Therapeutics – AGREEMENT (President and Chief Operating Officer) (August 8th, 2006)

THIS AGREEMENT (the Agreement) is entered into this 12th day of May, 2006, by and between Randolph C. Steer (Executive) and OrthoLogic Corp., a Delaware corporation (the Company).

Capstone Therapeutics – AMENDMENT Employment Agreement of James T. Ryaby (August 8th, 2006)

This Amendment is to the Employment Agreement between James T. Ryaby, Ph.D. and OrthoLogic Corp., dated June 1, 2001. Effective June 5, 2006 the base salary of James T. Ryaby, Ph.D. is increased to $270,000 per year.

Capstone Therapeutics – Letter of Non-Qualified Option Grant Orthologic Corp. 2005 Equity Incentive Plan (May 18th, 2006)

In order to provide additional incentive to certain employees, directors and appropriate third parties, OrthoLogic Corp. (the Company) adopted the OrthoLogic Corp. 2005 Equity Incentive Plan (the 2005 Plan). By means of this letter (the Letter of Grant), the Company is offering you a non-qualified stock option pursuant to the 2005 Plan. The Companys sale of its common shares underlying the option granted to you hereby has been or will be registered with the U.S. Securities and Exchange Commission. A copy of the prospectus, including a copy of the 2005 Plan relating to that registration, can be obtained from the Company by request.

Capstone Therapeutics – Letter of Restricted Stock Grant Orthologic Corp. 2005 Equity Incentive Plan (May 18th, 2006)

In order to provide additional incentive to selected employees, OrthoLogic Corp. (the Company) adopted the OrthoLogic 2005 Equity Incentive Plan (the 2005 Plan). By means of this letter (the Letter of Grant), the Company is offering you a restricted stock grant pursuant to the 2005 Plan

Capstone Therapeutics – Letter of Incentive Option Grant Orthologic Corp. 2005 Equity Incentive Plan (May 18th, 2006)

In order to provide additional incentive to certain employees and directors, OrthoLogic Corp. (the Company) adopted the OrthoLogic Corp. 2005 Equity Incentive Plan (the 2005 Plan). By means of this letter (the Letter of Grant), the Company is offering you an incentive stock option pursuant to the 2005 Plan. The Companys sale of its common shares underlying the option granted to you hereby has been or will be registered with the U.S. Securities and Exchange Commission. A copy of the prospectus, including a copy of the 2005 Plan relating to that registration, can be obtained from the Company by request.

Capstone Therapeutics – Separation Agreement and Release (April 11th, 2006)

This Separation Agreement and Release (Agreement and Release) is made by and between James M. Pusey (Executive) and OrthoLogic Corp. (the Corporation). The Executive and the Corporation desire to amicably sever their employment relationship and, notwithstanding Section 6 of their Employment Agreement dated March 3, 2005 (the Employment Agreement), agree as follows:

Capstone Therapeutics – Amendment No. 1 to Employment Agreement (August 9th, 2005)

This Amendment No. 1 to Employment Agreement (this Amendment) is entered into this 8th day of August, 2005, by and between OrthoLogic Corp., a Delaware corporation (the Company) and James M. Pusey (Executive) and amends the Employment Agreement dated as of March 3, 2005 between the Company and Executive (the Employment Agreement).